Showing posts with label #BuyingABusiness. Show all posts
Showing posts with label #BuyingABusiness. Show all posts

Monday, September 21, 2026

True Story Buy a Biz $1 sell for $50M! The Poundland reality

 

A Business Bought for £1 Could Sell for £50 Million—Here's the Catch

Imagine buying an entire retail chain for just £1.

Now imagine hearing that the same business could be sold for nearly £50 million.

Sounds like the ultimate business acquisition success story, doesn't it?

But there's a major detail missing from that headline.

I recently came across a story shared by Clinton Lee, who wrote the foreword to my book Business and Asset Values. It involved Poundland, a struggling British discount retail chain acquired by turnaround specialists Gordon Brothers for a nominal £1.

At the time I reviewed the story, there were reports of a potential £50 million sale, but I couldn't find confirmation that such a transaction had actually happened.

What interested me wasn't the potential resale price.

It was the enormous difference between paying £1 to acquire a business and having enough money to actually operate it.

And that's a lesson every small business buyer needs to understand.


The Reality Behind Poundland's £1 Acquisition

Poundland is a British discount retailer, somewhat comparable to Dollar General in the United States or Dollarama in Canada.

When Gordon Brothers acquired the struggling chain, the nominal purchase price was just £1.

That sounds incredible until you understand what the buyers were taking on.

Poundland was losing money and required substantial restructuring. Gordon Brothers, a specialist turnaround firm, needed considerable additional financing to support operations while implementing changes.

The buyers initially announced plans for up to £80 million in financing, with the working capital facility eventually increasing to £95 million.

As I explained:

"The headline is not false. It is it's just incomplete." —David C. Barnett

The £1 represented the nominal price paid for the shares.

It didn't represent the total financial commitment required to take control of the company and attempt to make it profitable.

The buyers also faced difficult decisions involving store closures, staffing reductions, and other restructuring expenses.

This wasn't a business someone could realistically acquire and operate with a single pound in their pocket.

Purchase Price vs. Total Project Cost

One of the concepts I consistently teach business buyers is the importance of understanding the total project cost.

The amount you pay the seller is only one component of the investment.

You may also need money for inventory, working capital, equipment, operating losses, and other expenses required to keep the business functioning.

As I explained in the video:

"The purchase price of the shares and the amount of capital required to own and operate the company are two entirely different numbers." —David C. Barnett

Poundland is a large-scale example of this principle.

But the same problem appears in small business acquisitions every day.

A $1 Business That Needs $800,000 to Operate

Let's bring this down to a typical Main Street business.

Imagine a distribution company generating $2.5 million in annual sales and approximately $150,000 in Seller's Discretionary Earnings (SDE).

Suppose comparable businesses are valued at around 2.2 times SDE.

That suggests an operating business value of approximately $330,000.

Even at three times SDE, the value would be around $450,000.

Now imagine the seller agrees to sell you the business for just $1.

It sounds like you've found an extraordinary bargain.

But there's a problem.

The Missing Inventory

The company normally requires approximately $300,000 in inventory to satisfy customer demand.

However, by closing day, the seller has reduced inventory to just $100,000.

You're receiving that remaining inventory for practically nothing.

But the business is now missing $200,000 in inventory required to operate at its normal level.

If you want to continue satisfying customers, you'll need to replace that missing stock.

The Missing Accounts Receivable

Suppose the seller also keeps all existing accounts receivable because those sales occurred before closing.

The business normally takes around 60 days to collect payments.

With annual sales of $2.5 million, that represents approximately $411,000 in receivables.

You'll need to finance operations while building up new receivables and waiting for customers to pay.

Here's what the situation looks like:

Investment requirementApproximate amount
Business purchase price$1
Inventory shortfall$200,000
Receivables funding requirement$411,000
Additional operating cashDepends on business needs
Potential total capital required$700,000–$800,000

These are illustrative figures from the example, not a calculation of the exact financing requirement for every distribution business. Supplier credit, accounts payable, and collection arrangements could change the amount needed.

Nevertheless, the central problem remains.

You might pay only $1 for the business but still need hundreds of thousands of dollars to operate it.

The Day Two Problem Nobody Talks About

Many aspiring business buyers focus almost entirely on getting a deal closed.

They negotiate the price, arrange the paperwork, and celebrate becoming a business owner.

But what happens the next morning?

I call this the Day Two Problem.

On day one, you acquire the business.

On day two, you're responsible for running it.

You need enough inventory to fill orders, enough cash to pay employees and suppliers, and enough working capital to support operations while waiting for customer payments.

A low purchase price doesn't eliminate those requirements.

It simply means you paid less to the seller.

And if the company has been stripped of the operating assets it normally needs, you may face a substantial capital investment immediately after closing.

When a Profitable Business Becomes a Dead Capital Business

Here's where our hypothetical distribution company becomes especially interesting.

The business might be worth approximately $330,000 based on its earnings.

But it could require $700,000–$800,000 in operating capital.

That's a serious mismatch.

I refer to businesses like this as dead capital businesses.

They require substantial capital to remain invested in the operation relative to the earnings and returns they produce.

The business may have customers, employees, millions in annual sales, and even positive profits.

But that doesn't automatically make it a good investment.

As I explained:

"A business can have customers. It can have millions of dollars in sales. It can even be profitable. But that does not automatically make it a good place for your capital." —David C. Barnett

If the investment required to operate the company is too large relative to its earnings, the buyer may be tying up money that could produce a better return elsewhere.

And buying that business for $1 doesn't solve the problem.

Why Some Owners Are Willing to Sell for Almost Nothing

Sometimes a seller accepts a nominal purchase price because the alternative is even more expensive.

Imagine the owner of our distribution company decides to close it instead.

They may need to:

  • Pay employee severance and other termination obligations.

  • Settle outstanding lease commitments.

  • Liquidate remaining inventory and equipment.

  • Pay suppliers and other creditors.

  • Cover the administrative costs of winding down operations.

Closing a business can require substantial time and money.

Finding someone willing to take over the operation—even for $1—might allow the seller to avoid some of those difficulties, depending on the transaction structure and liabilities transferred.

That's why a very low purchase price should make buyers curious rather than automatically excited.

You need to understand why the seller is willing to accept so little.

What Professional Turnaround Buyers Understand

Gordon Brothers didn't acquire Poundland simply because it was cheap.

They're experienced turnaround specialists who understand distressed businesses, restructuring, and financing.

They also had access to substantial capital.

That distinction matters.

Turning around a failing business can involve difficult operational decisions, additional financing, and the possibility that the turnaround won't succeed.

Someone with limited cash and little restructuring experience may be completely unprepared for those challenges.

Buying a distressed company isn't just about finding a seller willing to accept a low price.

It's about having the resources and expertise required to solve the problems that made the business distressed in the first place.

Five Questions to Ask Before Buying a Business for $1

If you encounter a business being offered at an unusually low price, don't focus exclusively on the headline.

Investigate what you're actually acquiring.

1. What working capital is included?

Determine how much inventory, cash, and accounts receivable will transfer at closing.

2. What liabilities will you assume?

Understand any outstanding debts, lease commitments, employee obligations, or other liabilities included in the transaction.

3. How much cash will the business need immediately after closing?

Estimate the money required for payroll, inventory replenishment, suppliers, rent, and everyday operations.

4. Will suppliers continue providing credit?

A new owner may not automatically receive the same trade credit terms enjoyed by the seller.

5. Does the total investment make financial sense?

Compare the full amount of capital required with the earnings and cash flow you expect to receive.

This last question is especially important.

A business can be cheap to purchase and still be an extremely expensive investment.

Final Thoughts: A Bargain Price Doesn't Guarantee a Bargain Business

The Poundland story demonstrates why business acquisition headlines can be misleading.

A retail chain changing hands for £1 sounds remarkable.

But when the buyer needs tens of millions of pounds in additional financing, the economic reality is much more complicated.

The same principle applies to small businesses.

You might acquire a company for $1, but if it requires $800,000 in working capital to generate $150,000 in SDE, you need to examine whether that investment makes sense.

The real question isn't how cheaply you can buy a business. It's how much money you'll need to invest to make that business work.

Always look beyond the purchase price.

Understand the balance sheet, calculate the working capital requirements, and evaluate the return on your total investment.

That's how you avoid turning what looks like an incredible bargain into a very expensive mistake.

Learn to Evaluate Business Deals the Right Way

If you're considering buying a business, my Business Buyer Advantage program can help you understand valuation, financing, due diligence, and the risks involved in acquiring an existing company.

Explore Business Buyer Advantage

Want to understand business valuations more deeply? My book, Business and Asset Values, explores how owners, buyers, sellers, lenders, and advisors should think about the value of businesses and equipment.

Explore Business and Asset Values

If you need help forecasting cash flow and understanding the capital requirements of a business, explore my Cash Flow Forecasting and Business Plan Writing Program.

Explore Business Plan School

👉 Want deeper dives like this? Join my email list at DavidCBarnettList.com for early access to videos, insights, and 7 free bonus gifts.

Monday, August 24, 2026

New SBA rules Nobody is Talking about and how they're GOOD For buyers

 

New SBA Loan Rules for 2026: Why They Could Actually Help Business Buyers

The U.S. Small Business Administration has introduced new lending rules for business acquisitions, and I've been seeing plenty of people online suggesting they're going to make buying a business more difficult.

After reviewing the changes discussed in SBA SOP 50 10 8.1, my reaction is quite different.

I think several of these changes could actually be good for business buyers, particularly first-time entrepreneurs.

Why? Because they address a problem I've been talking about for years: buyers taking on so much debt that their businesses have almost no room for mistakes.

The rules, which the SBA scheduled to take effect on October 1, 2026, introduce more specific requirements for acquisition financing, equity contributions, debt service coverage, and financial due diligence.

Some transactions may become harder to finance. But that isn't necessarily a bad thing.


The Day Two Problem: What Happens After You Buy the Business?

I've spent years warning buyers about what I call the Day Two Problem.

Day one is closing day.

The buyer gets the keys, the seller receives payment, the broker earns a commission, and everyone celebrates.

Then day two arrives.

Now the buyer actually has to operate the business.

And if the acquisition was financed with enormous amounts of debt, even ordinary business problems can become serious financial threats.

Maybe a major customer leaves. Maybe an important employee quits. Perhaps equipment unexpectedly needs a $40,000 repair.

These aren't unusual events in business ownership.

But when almost every available dollar is committed to debt payments, there's very little room to absorb them.

The goal shouldn't simply be to close a deal. It should be to acquire a business that can survive the challenges of ownership.

SBA Acquisition Financing Gets Its Own Rules

One significant change discussed in the new SBA procedures is a dedicated framework for business acquisitions.

Previously, acquisition financing operated within broader lending rules that also covered other business purposes.

But buying an existing business isn't the same as purchasing equipment or expanding a building.

You're borrowing money based largely on the expectation that the business will continue producing cash flow under new ownership.

That's a considerable risk because the historical results were achieved by someone else.

The previous owner's relationships, experience, and knowledge may have contributed significantly to those earnings.

Now the SBA is placing greater emphasis on acquisition-specific underwriting.

The new framework distinguishes among different acquisition categories, including initial acquisitions, expansion acquisitions, and certain employee ownership transactions.

That recognition is important because different acquisition structures create different financial risks.

The 10% Down Payment Requirement and New Equity Rules

For initial acquisitions, the updated framework described in the SBA guidance includes a minimum 10% equity injection requirement.

But there's another important distinction.

The SBA separates equity contributions into what it calls unlimited and limited sources.

I personally find those labels confusing. I think unrestricted and restricted would be clearer.

Under the rules discussed in the guidance, certain limited sources can collectively satisfy no more than half of the required equity injection.

These may include qualifying seller debt on full standby and certain minority investor contributions.

For a buyer required to contribute 10%, this means the entire down payment generally cannot be manufactured from those restricted sources.

The buyer needs qualifying equity from other permitted sources.

And I think that's sensible.

A down payment isn't simply an obstacle that lenders put in your way.

It represents financial commitment and helps establish a stronger capital structure.

As I explained:

"Equity is what absorbs mistakes." —David C. Barnett

Equity provides a cushion when things don't go according to plan.

And when you're acquiring a business for the first time, you should expect that some things won't go according to plan.

Why More Debt Isn't Always Better

Many aspiring business buyers become obsessed with using the least possible amount of their own money.

They want investors to supply the down payment, the seller to finance part of the price, and the bank to cover everything else.

On paper, these arrangements can look impressive.

But what happens after closing?

The new owner may have bank payments, seller financing obligations, investor expectations, and very little liquidity.

The business must generate enough cash to satisfy all those demands while still paying employees, purchasing inventory, and maintaining equipment.

As I explained:

"High leverage requires extraordinarily consistent execution." —David C. Barnett

That's a dangerous expectation for someone learning to operate a company they just acquired.

Leverage can magnify investment returns when everything goes well.

But it also magnifies mistakes, uncertainty, and bad luck.

Debt Service Coverage: Is 1.25 Really Enough?

Another important part of the updated acquisition framework concerns debt service coverage.

For initial acquisitions, the transcript describes a historical debt service coverage ratio requirement of 1.25 to 1.

That means the business must demonstrate $1.25 in qualifying cash flow for every $1 of required debt service.

Consider this example:

ScenarioCash flowDebt paymentsCoverage ratio
Original performance$125,000$100,0001.25×
Cash flow declines 20%$100,000$100,0001.00×

A 20% reduction in cash flow eliminates the entire cushion.

And depending on the company's fixed expenses, even a relatively modest decline in sales could produce a much larger reduction in earnings.

I've long preferred substantially more financial breathing room in small business acquisitions.

A lender determining that a business can technically service its debt doesn't necessarily mean the acquisition is financially resilient.

Seller Financing and Investors Haven't Disappeared

One misunderstanding I've seen is the suggestion that the new rules eliminate seller financing or prohibit minority investors.

That's not how I interpret the changes discussed in the SBA guidance.

Qualifying seller debt on full standby may still be permitted as part of the required equity injection, subject to applicable limitations.

Full standby generally means that principal and interest payments cannot be made during the required standby period.

Similarly, minority investor contributions may still be part of an acquisition structure, although distributions and the treatment of those contributions depend on the applicable requirements.

The important distinction is how these sources are used.

Seller financing and investor capital above the required equity injection may also provide opportunities to structure a transaction more conservatively.

For example, a buyer might negotiate seller financing with payment flexibility during difficult periods.

Certain investor arrangements may also be structured to limit distributions when financial performance deteriorates.

These protections can provide flexibility that ordinary bank debt generally doesn't offer.

The point isn't to eliminate creative financing.

It's to ensure that the financing structure doesn't weaken the business before the new owner even begins operating it.

Larger Acquisitions Face More Financial Scrutiny

One of the changes I particularly like is the additional emphasis on verifying earnings.

The transcript describes a new quality of earnings requirement for certain initial acquisitions and qualifying expansion acquisitions involving business purchase prices of $3 million or more.

Under that framework, lenders must obtain a quality of earnings report in addition to a business valuation.

A quality of earnings review examines whether reported profits are accurate and sustainable.

It can involve reconciling financial statements, tax returns, internal records, and actual cash activity.

It also examines adjustments and add-backs that sellers use to present their earnings.

This is important because business buyers regularly encounter claims such as:

  • Certain expenses won't continue after closing.

  • A particular employee isn't necessary.

  • Vehicle expenses are personal rather than business-related.

  • Customer revenue will continue without interruption.

  • Historical earnings accurately represent future performance.

Those assumptions need to be verified.

And if the supported earnings aren't sufficient to service the proposed acquisition debt, the transaction may require less borrowing or more buyer equity.

A business being worth a certain price doesn't automatically mean it can safely support the debt required to pay that price.

That's a distinction buyers should understand regardless of SBA requirements.

Real Estate and Business Acquisition Debt Get Different Treatment

Another change concerns acquisitions that include commercial real estate.

Historically, some transactions containing a substantial real estate component could qualify for longer overall amortization periods.

That made monthly payments more manageable.

Under the revised approach described in the transcript, business acquisition debt and commercial real estate financing receive different amortization treatment.

The business portion generally follows a shorter repayment period, while qualifying real estate may be financed over a longer term.

That makes sense to me.

A commercial building can remain useful for decades.

But the goodwill, customer relationships, and operating advantages acquired from a seller may not retain their value over the same period.

Extending business acquisition debt simply to reduce monthly payments can make a questionable transaction appear more affordable.

Lower payments don't necessarily mean you're making a better investment.

More Time for Seller Transitions

Not every change creates additional restrictions.

The transcript also describes an extension of the permitted seller transition period from 12 months to as much as 24 months under the revised rules.

That could be helpful when acquiring businesses involving technical knowledge, complicated operations, specialized expertise, or long-standing customer relationships.

A longer transition may give buyers more time to learn the business and preserve important relationships.

For first-time owners, that additional support could make a meaningful difference.

What Buyers Should Do Before Applying for SBA Financing

If you're currently evaluating an acquisition, don't structure your transaction based solely on social media summaries or older financing advice.

Work with an experienced SBA lender and have them review the proposed transaction.

Ask about the applicable equity requirement, permitted sources of capital, seller financing treatment, investor restrictions, debt service coverage, amortization, and any required quality of earnings review.

You should also prepare a realistic cash flow forecast.

Don't assume that because a lender is willing to finance a transaction, the resulting capital structure is appropriate for your personal financial situation.

And don't build your projections around everything going perfectly.

Make room for unexpected expenses, lower sales, employee changes, and the learning curve that comes with becoming a new owner.

Final Thoughts: A Successful Acquisition Is More Than a Closed Deal

Some buyers may find the updated SBA lending requirements frustrating.

They may need to contribute more of their own capital, verify earnings more carefully, or reconsider financing structures that previously appeared possible.

But I don't believe buyers should measure success by how little money they contribute or how much debt they can obtain.

As I explained:

"The objective is to buy a business you can successfully own." —David C. Barnett

That's what matters.

A business acquisition should provide an opportunity to build wealth, generate dependable cash flow, and create long-term financial stability.

If stronger underwriting and more conservative financing help buyers avoid fragile transactions, I see that as a positive development.

Because the real challenge isn't getting through closing day.

It's making sure the business continues to succeed on day two, day two hundred, and day two thousand.

Note: This article reflects my discussion of the SBA's October 2026 lending changes. Buyers should confirm the current requirements and their application to a particular transaction directly with an experienced SBA lender.

Learn to Buy a Business With Confidence

If you're considering buying a business and want to understand valuation, financing, deal structures, and risk management, my Business Buyer Advantage program can help you prepare for the acquisition process.

Explore Business Buyer Advantage

If you need help developing cash flow projections and evaluating whether a business can support its proposed financing, explore my Cash Flow Forecasting and Business Plan Writing Program.

Explore Business Plan School

Monday, August 10, 2026

10 Reasons to be optimistic about buying a business

 

10 Reasons to Be Optimistic About Buying a Small Business in 2026

There's no shortage of reasons to be cautious about buying a small business.

Interest rates, economic uncertainty, changing technology, and the risks associated with business ownership can make even experienced entrepreneurs hesitant.

And if you've watched my content for any length of time, you know that I spend considerable time discussing those risks.

But caution shouldn't mean pessimism.

In fact, I believe that for a prepared buyer who is willing to search patiently, this could be one of the most interesting periods in decades to become a business owner.

From retiring business owners to new technology and creative financing opportunities, there are compelling reasons to be optimistic about acquiring an established company.

Here are my 10 reasons to be optimistic about buying a small business, starting with number ten.


o invent something revolutionary to become a successful entrepreneur.

In fact, introducing an entirely new product can create additional challenges.

You must determine whether a market exists, educate prospective customers, and convince them to try something unfamiliar.

With an established business, customers already understand the products or services being offered.

You can build a successful company by solving familiar problems that aren't going away.

8. Technology Is Giving Small Businesses New Advantages

Modern technology is changing what small companies can accomplish.

Software, automation, cloud-based systems, and artificial intelligence are making capabilities available that previously required significant investments or entire administrative teams.

I remember when businesses had to spend thousands of dollars purchasing cash registers.

Today, a restaurant can use tablets, smartphones, and subscription-based payment software to manage orders and process transactions.

A new business owner may also be able to improve quoting, scheduling, marketing, customer follow-up, bookkeeping, inventory management, and documentation without dramatically increasing employee headcount.

But the opportunity isn't simply to introduce AI because it's fashionable.

The real benefit comes from identifying specific activities where technology can improve efficiency, reduce errors, or create measurable financial gains.

Technology is increasingly allowing smaller businesses to access capabilities that were once available primarily to larger companies.

7. Many Existing Businesses Are Technologically Behind

This opportunity connects directly to the previous point.

Some profitable small businesses still rely on paper files, outdated websites, manual scheduling, and limited management reporting.

Their owners may have developed successful operations without adopting newer systems.

For a capable buyer, that can represent an opportunity.

You may be able to introduce better customer relationship management, automated scheduling, digital documentation, or more effective marketing.

And you don't necessarily need to invent these improvements yourself.

By participating in industry associations, professional groups, and business networks, you can learn how other companies solve similar problems.

Sometimes the opportunity is simply to apply systems that are already commonplace elsewhere.

As I explained:

"This gives a capable buyer the chance to purchase yesterday's business and operating it using today's tools." —David C. Barnett

That's an exciting possibility when the underlying business is already profitable.

6. Fragmented Industries Create Opportunities for Growth

Many small business industries remain highly fragmented.

Instead of being dominated by a handful of large companies, they're served by numerous independent local operators.

This creates opportunities for a well-managed business to stand out.

A buyer might improve marketing, introduce more professional systems, expand into neighbouring territories, or add complementary services.

I experienced this firsthand when I started a junk removal company after my Yellow Pages career.

We operated with a professionally painted truck, uniformed drivers, and organized customer paperwork.

At the time, much of the local competition consisted of independent operators working with pickup trucks.

Presenting a more professional service helped differentiate the business.

You don't necessarily need to dominate an entire industry.

Sometimes becoming one of the best operators in your local market is enough to build a highly successful company.

And when you're acquiring a business that already generates cash flow, those improvements can create additional value beyond what you originally purchased.

5. A Change in Ownership Can Unlock Hidden Potential

A business may have reached the limits of what its current owner wants to accomplish without reaching the limits of what the company could achieve.

This happens frequently.

An owner may be approaching retirement, feeling tired, or simply satisfied with the company's current performance.

They may have stopped pursuing new customers, developing employees, expanding services, or exploring new markets.

That doesn't automatically mean the business is undervalued.

But it can create an attractive opportunity for a motivated buyer.

The important distinction is how you evaluate that potential.

I call these opportunities reasons to buy.

They may make a particular business more attractive, but they shouldn't automatically increase the price you're willing to pay.

As I explained:

"So you buy the business based on the cash flow that is present." —David C. Barnett

If you successfully develop those neglected opportunities after closing, the additional value should belong to you.

You're the person taking the risk and doing the work to create it.

4. You Don't Need to Finance the Entire Acquisition Yourself

Many prospective buyers assume they need enough personal savings to pay the entire purchase price.

Fortunately, business acquisitions can involve several financing sources.

Depending on the transaction, these may include bank loans, government-guaranteed financing such as SBA loans in the United States, seller financing, earn-outs, retained seller equity, staged ownership transitions, or private investors.

Some transactions combine multiple sources.

This doesn't mean financing is automatic or easy.

You need to understand the available options, evaluate the company's cash flow, and negotiate a structure that works for everyone involved.

I also believe that most buyers should expect to contribute some of their own capital.

Having personal funds available demonstrates commitment and can make it easier to attract lenders or investors.

But you don't necessarily need the entire purchase price sitting in your bank account.

A profitable existing business provides financial history that lenders and other financing participants can evaluate.

That makes it possible to structure acquisitions around the company's demonstrated ability to generate cash flow.

3. You Can Choose a Business That Matches Your Existing Skills

Entrepreneurship doesn't always require learning an entirely new industry or inventing a new product.

One of the greatest advantages of buying a business is the ability to select an opportunity that aligns with your professional experience.

For example, a salesperson might acquire a company with strong products but weak business development.

An engineer might improve production processes in a manufacturing business.

An experienced manager might introduce better systems and procedures into an owner-dependent company.

A tradesperson might purchase a business serving customers they already understand.

The right acquisition allows you to apply existing strengths to an established operation.

Instead of building everything from nothing, you're improving a business that already has customers, employees, and revenue.

This is why understanding your own abilities is an important part of the acquisition search.

The best opportunity isn't necessarily the most exciting industry. It's the business where your experience can make a meaningful difference.

2. An Enormous Ownership Transition Is Underway

You've probably heard about the silver tsunami—the large number of business owners approaching retirement.

This demographic shift is creating potential acquisition opportunities.

In Canada, the Canadian Federation of Independent Business reported that 76% of small business owners intended to exit their businesses within the following decade, potentially involving more than $2 trillion in business assets.

In the United States, McKinsey has estimated that approximately six million small and midsize businesses could face an ownership transition by 2035.

Those are substantial numbers.

Of course, not every business approaching an ownership transition will be worth buying.

Some are too dependent on their owners.

Others have weak profitability, poor financial records, or operating problems that make an acquisition unattractive.

But the overall volume of potential ownership transitions means that prepared buyers should continue encountering opportunities.

The challenge is identifying the businesses that genuinely fit your skills, financial resources, and goals.

1. You Only Need to Find One Good Business

This is my biggest reason for optimism.

You don't need every business on the market to be attractive.

You don't even need most of them to be attractive.

You only need to find one business that makes sense for you.

Many opportunities will be overpriced, poorly documented, overly dependent on the owner, or unsuitable for your experience.

That's normal.

You might reject 50 businesses before finding one worth pursuing.

Professional acquisition groups frequently evaluate dozens or even hundreds of companies before completing a transaction.

But there's an important difference between casually browsing business-for-sale listings and conducting a serious acquisition search.

Looking at hundreds of advertisements doesn't necessarily mean you've evaluated hundreds of businesses.

You need to investigate opportunities, understand their financial performance, assess risks, and determine whether a realistic transaction is possible.

As I explained:

"The advantage in this whole endeavor comes from patience, preparation, and the willingness to walk away." —David C. Barnett

Those are qualities you can develop.

And they're much more valuable than rushing into an acquisition because you've imposed an unrealistic deadline on yourself.

Why Optimism Must Be Balanced With Due Diligence

Being optimistic about business acquisitions doesn't mean believing every business is a good investment.

I recently spoke with two entrepreneurs who had purchased a company together.

Several competitors in their regional industry were owned by baby boomers who had expressed interest in selling.

Naturally, the buyers became excited about the possibility of acquiring all of them.

But as we began evaluating the opportunities individually, it became clear that some weren't as attractive as they initially appeared.

That's exactly why proper analysis matters.

You shouldn't convince yourself that every available business deserves to be purchased.

You should prepare yourself to recognize a genuinely attractive opportunity when it appears.

That means understanding business valuation, financial statements, cash flow, financing structures, due diligence, and the risks associated with ownership transitions.

Optimism creates the motivation to search.

Preparation gives you the ability to make a sound decision.

Final Thoughts: The Opportunity Is Real, but Preparation Matters

There are plenty of reasons to be optimistic about buying a small business.

Established companies offer proven operating histories.

Technology creates opportunities to improve efficiency.

Fragmented industries leave room for professional operators to grow.

Retiring owners are creating opportunities for ownership transitions.

And financing structures can make acquisitions possible without requiring buyers to personally fund the entire purchase price.

But the biggest advantage is that you don't need to buy the average business.

You only need to find one that offers durable cash flow, understandable risks, a reasonable price, and a deal structure that leaves enough money in the company to operate successfully.

Don't let pessimism prevent you from recognizing a good opportunity.

But don't let optimism replace careful analysis either.

The goal isn't to buy a business quickly. It's to prepare yourself so that when the right opportunity appears, you can recognize it and act with confidence.

Learn How to Buy a Business With Confidence

If you're considering buying a business, my Business Buyer Advantage program is designed to help you evaluate opportunities, understand financing, conduct due diligence, and structure acquisitions while managing risk.

Explore Business Buyer Advantage

If you want to develop cash flow projections and understand whether a business or acquisition actually makes financial sense, explore my Cash Flow Forecasting and Business Plan Writing Program.

Explore Business Plan School

👉 Want deeper dives like this? Join my email list at DavidCBarnettList.com for early access to videos, insights, and 7 free bonus gifts.

Monday, March 23, 2026

Should You Buy a Business If You Can’t Find a Job?

 

Can't Find a Job? Should You Buy a Business Instead? 7 Risks to Consider

You've been laid off. You've sent out dozens, perhaps hundreds, of job applications. You're struggling to get interviews, and your savings are slowly disappearing.

Then someone suggests something that sounds like a solution.

Why don't you just buy a business?

After all, if you own the company, nobody can lay you off. You could become your own boss, control your future, and replace your lost paycheck with income from an established business.

And with so much discussion about the so-called Silver Tsunami of retiring Baby Boomer business owners, there appears to be no shortage of businesses available for purchase.

But is buying a business because you can't find a job actually a good idea?

A viewer recently asked me this question after watching one of my videos about whether boredom at work is a good reason to buy a business.

It also reminded me of a friend who lost her job after approximately seven or eight years with the same employer. Some of her friends encouraged her to buy a small business, even though she'd never expressed any entrepreneurial ambitions.

That concerned me.

Not because buying a business is necessarily a bad idea for someone who's unemployed.

It can sometimes be an excellent opportunity.

But buying a business out of desperation is very different from buying one because your experience, finances, and ambitions make you a suitable owner.

And if you don't understand that distinction, you could turn a temporary employment problem into a much larger financial crisis.

Let's explore when buying a business instead of finding a job makes sense, when it doesn't, and how to avoid risking your financial future.


Why Unemployed Professionals Consider Buying a Business

Losing a job can be particularly frustrating for mid-career and older professionals.

Perhaps you've spent fifteen or twenty years developing expertise within one organization.

You've managed employees, handled important responsibilities, and contributed significant value to your employer.

But when you enter the job market, you discover that your experience doesn't necessarily translate into attractive new opportunities.

Your skills may be highly specialized.

Your industry may be shrinking.

Technology may have changed the demand for your expertise.

Or employers may simply be reluctant to hire someone at your previous compensation level.

You might submit hundreds of applications without receiving meaningful responses.

Meanwhile, you may have financial resources available.

Perhaps you received a severance package.

Maybe you've accumulated retirement savings.

You might have equity in your home or investments that could be liquidated.

And eventually, you begin wondering whether those resources could help you purchase a business and create your own income.

It's an understandable thought.

But it can also become an emotional trap.

The Emotional Trap of Buying a Business to Escape Unemployment

When someone struggles to find employment, business ownership can start to look like an escape route.

Instead of waiting for an employer to recognize your value, you imagine becoming the person making the decisions.

You envision controlling your schedule.

You imagine creating your own financial security.

You might even feel that owning a company would restore the professional confidence you lost when your previous job ended.

But those feelings can distort the decision.

The question becomes less about whether a particular business is a good investment and more about whether buying something will relieve your anxiety.

That's dangerous.

Because buying a business doesn't eliminate uncertainty.

It changes the kind of uncertainty you're responsible for managing.

A Business Income Stream Isn't Like a Guaranteed Paycheck

When someone sells a profitable business, they're effectively offering an income-producing opportunity.

But the income doesn't arrive automatically.

You aren't buying a government bond that pays interest without requiring you to operate anything.

You're purchasing a high-risk asset that needs ongoing management.

Customers must continue buying.

Employees must continue performing.

Suppliers must deliver.

Expenses must remain under control.

And somebody must make the decisions that keep the organization functioning.

When you're an employee, you're responsible for fulfilling your role.

When you're the business owner, you're ultimately responsible for the entire organization.

That includes other people's livelihoods.

If you have employees, their ability to pay rent, buy groceries, and support their families may depend on your ability to keep the business operating successfully.

That's a very different kind of pressure.

Buying a Job vs. Buying a Business: What's the Difference?

One of the most important concepts for prospective buyers to understand is the difference between buying a job and buying a business.

Not every company for sale represents the same kind of ownership opportunity.

Some businesses depend almost entirely on the owner's personal labor.

Others have employees, managers, systems, and established operations that can continue functioning without constant owner involvement.

Both types can have value.

But they offer very different experiences.

Buying a Job: You're Purchasing an Income That Depends on Your Labor

At one end of the spectrum are small owner-operated businesses.

These may generate enough cash flow to compensate the owner for their work but provide little additional financial return.

For example, imagine a small service company where the owner performs most of the technical work.

The company has a vehicle, some tools, a customer list, and perhaps one employee.

If the owner stops working, revenue may decline significantly.

The buyer isn't acquiring a company that can operate independently.

They're essentially acquiring the opportunity to perform a particular job within a business they own.

As I explain:

"Buying a job just means that the cash flow is equal to the value of your fair market labor in that role." —David C. Barnett

That doesn't automatically make the acquisition a bad decision.

A skilled tradesperson might find it worthwhile to purchase a small established operation rather than starting from scratch.

But the buyer needs to understand exactly what they're acquiring.

If they want the freedom to take extended vacations or delegate all operational responsibilities, this type of business probably won't provide it.

Buying a Business: You're Purchasing an Operating System

At the other end of the spectrum are companies with established organizational structures.

They may have department managers, supervisors, trained employees, and documented operating processes.

Customers come to the company because of its reputation, products, and service rather than solely because of the owner's personal relationships.

The owner can focus more on strategy, leadership, and financial management.

And if the owner takes a two-week vacation, the business can continue operating.

That doesn't make ownership passive.

But it means the company's value is less dependent on one individual.

These businesses may command higher valuations because they have greater operational independence and established goodwill.

They also generally require more capital to acquire.

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What About Buying a Hobby?

There's another possibility.

If a business generates less cash flow than the fair market value of the owner's labor, the buyer may effectively be purchasing a hobby.

They're paying money to work in an operation that doesn't adequately compensate them.

Some people willingly operate businesses for personal enjoyment.

But if your primary objective is replacing a lost paycheck, you need to be especially careful about purchasing something that cannot provide sufficient income.

Risk #1: Your Employment Problems May Follow You Into Business Ownership

Before deciding to buy a business because you can't find a job, I want you to ask yourself a difficult question.

Why can't you find a job?

This isn't about blaming someone for being unemployed.

It's about identifying the actual problem before committing money to a proposed solution.

There are many possible explanations.

Perhaps the job market is weak.

Maybe your industry is shrinking.

You might live in an area with limited employment opportunities.

Your technical skills may need updating.

Or your salary expectations may no longer match what employers are willing to pay.

Those circumstances deserve serious consideration.

But there are also potential personal challenges.

Perhaps you struggle with managing people.

Maybe you have difficulty adapting to change.

You might have weak financial discipline.

Or perhaps you've had repeated problems with accountability or workplace relationships.

If those issues are contributing to your employment difficulties, business ownership could make them worse.

Business Ownership Can Expose Weaknesses More Quickly

In a large organization, employees often benefit from established systems and management structures.

If you're weak in one area, another department or manager may compensate for it.

But in a small business, the owner is frequently responsible for almost everything.

If you struggle with financial discipline, poor decisions can quickly affect cash flow.

If you're uncomfortable managing employees, staffing problems may become overwhelming.

If you avoid difficult conversations, operational problems can escalate.

The very characteristics that make employment difficult could become even more damaging when you're responsible for the entire company.

Before buying a business, understand your strengths and weaknesses.

Then determine whether the business you're considering is compatible with them.

Risk #2: You May Buy a Job That Creates More Stress Than Employment

People often imagine that becoming their own boss will create freedom.

But buying a small owner-operated business can produce the opposite result.

You may become responsible for sales, customer service, scheduling, purchasing, bookkeeping, and employee management.

And if you don't show up, the business may not generate revenue.

Even taking a vacation can become complicated.

I understand this personally.

My own business depends heavily on the work I do with clients.

If I'm not available to provide those services, value generation is affected.

I'm aware that I effectively own a job.

There's nothing inherently wrong with that arrangement.

But I understand its limitations.

The danger comes when someone purchases this kind of business expecting it to operate independently.

A Small Plumbing Business Might Make Sense for a Plumber

Consider a skilled plumber who wants to move back to their hometown.

An older plumber in that community is retiring.

The business has a couple of service vehicles, equipment, tools, and an established customer base.

For someone who already understands plumbing, buying that operation could be a sensible way to become self-employed.

The buyer knows the technical work.

They understand the customers.

And they may be comfortable performing the day-to-day services.

That's a very different situation from an office worker purchasing a restaurant because the seller claims it's easy to operate.

The first buyer has relevant skills.

The second may be taking on operational challenges they don't understand.

Risk #3: Unemployment Can Push You Into the Compulsion Trap

This is one of the most dangerous situations for prospective business buyers.

Imagine you've lost your job and have $100,000 in savings.

You decide that instead of looking for employment, you'll use the money to purchase a business.

Initially, you feel financially comfortable.

You can afford to evaluate opportunities carefully.

You reject businesses that don't meet your criteria.

But several months pass.

Your living expenses continue.

Your savings decline.

You still haven't purchased anything.

And now you begin feeling pressure.

You need income.

You need a deal.

You start looking at businesses you previously rejected.

You become more willing to overlook problems.

Eventually, you may submit offers on mediocre opportunities simply because you're desperate to get something completed.

That's what I call the compulsion trap.

Why Desperation Makes You a Weaker Negotiator

When you need a transaction to happen, your negotiating position deteriorates.

You become more willing to accept unfavorable terms.

You may overlook warning signs during due diligence.

You might agree to an inflated purchase price.

And you could convince yourself that the business will perform better after you take over.

But buying a company shouldn't be an act of desperation.

It should be a deliberate investment decision.

A good opportunity purchased by a capable buyer can produce excellent results.

A mediocre business purchased by someone who feels they have no alternatives can become a financial disaster.

Risk #4: You Could Lose Your Severance, Savings, and Home Equity

Many unemployed professionals have accumulated financial resources over their careers.

Those resources might include severance payments, retirement accounts, investment portfolios, personal savings, and home equity.

It's tempting to view that money as acquisition capital.

But you need to remember why some of those resources exist.

They provide financial security.

They protect you against unexpected events.

And when you've already lost your income, that protection becomes especially important.

Never Put Your Last Dollar Into a Business Acquisition

Suppose you have $50,000 available.

You find a business that requires a $50,000 down payment.

Should you use all your money to complete the transaction?

I would strongly discourage that.

Small businesses are risky.

Unexpected expenses happen.

Customers leave.

Equipment breaks.

Sales decline.

And sometimes the owner cannot draw a salary for an extended period.

In my Business Buyer Advantage group coaching program, we use financial planning tools to help buyers determine what size of business they should pursue.

An important part of that process is maintaining an emergency fund.

The buyer needs resources outside the acquisition.

If something goes wrong, they need enough financial flexibility to respond.

Why Buying a Business Can Concentrate Multiple Risks

When you're unemployed, you're already dealing with income risk.

If you liquidate investments to fund an acquisition, you're also exposing your investment capital to the performance of one private company.

If you borrow against your home, you may introduce additional housing-related risk.

Instead of spreading your financial exposure across different resources, you're concentrating it in a single business that must succeed.

And if the company struggles, you may lose both your investment and your ability to generate income.

That's why I want unemployed buyers to be especially careful about how much of their financial safety net they're willing to risk.

Risk #5: You May Not Have a Realistic Plan B

When I purchased businesses earlier in my career, I had a fallback plan.

If the business didn't work out, I could find a job.

That wasn't necessarily an attractive outcome.

But it was a viable alternative.

Now consider someone who wants to buy a business specifically because they cannot find employment.

What happens if the acquisition fails?

Their original problem still exists.

But now they may also have lost their savings and accumulated substantial debt.

As I explain:

"if you're approaching this because you can't get a job, you're literally saying the plan B is not available to me." —David C. Barnett

That's a serious issue.

If returning to employment doesn't seem realistic, you need an even greater margin of safety before committing to an acquisition.

What If the Business Underperforms for Twelve Months?

Imagine purchasing a company that appears to generate enough cash flow to support your income and debt payments.

Then sales decline.

Perhaps the economy weakens.

A major customer leaves.

Costs increase.

Or the previous owner's departure affects operations.

Could you survive financially if profits disappointed for an entire year?

Would you still be able to cover household expenses?

Could the business continue servicing its debt?

Would you have enough working capital to operate?

If the answer is no, the transaction may be too risky for your circumstances.

Risk #6: Lenders May Consider Unemployed Buyers Riskier

Most people cannot purchase an established business entirely with cash.

They need financing.

That may involve a bank, another lender, seller financing, or a combination of funding sources.

But lenders need confidence that the borrower can successfully operate the company and repay the debt.

They will examine the buyer's experience.

They'll consider the business's financial performance.

They'll evaluate the buyer's contribution to the transaction.

And they'll want evidence that the acquisition can support its financing obligations.

Being unemployed may complicate that evaluation.

Why Having a Job Can Actually Help You Get Acquisition Financing

It might seem strange, but having a job when you apply for business acquisition financing can strengthen your credibility.

Even if you plan to leave that job after closing, current employment demonstrates earning capacity.

It also suggests you may have an alternative income source if the business fails.

Lenders understand that some borrowers continue repaying acquisition debt from employment income after their businesses close.

That's not an ideal outcome.

Imagine working at a job while making payments on a business you no longer own.

You're effectively paying off a failed investment.

But it demonstrates why lenders care about a buyer's ability to earn income outside the acquired business.

Someone who is already unemployed may have a harder time demonstrating that fallback capacity.

Risk #7: You May Fall for a Business Turnaround Fantasy

Another common mistake is purchasing an underperforming business because the asking price looks attractive.

You might see a company that isn't generating much profit.

The seller claims it has enormous potential.

You imagine improving marketing, cutting expenses, or introducing new systems.

And you convince yourself that you can quickly transform the company.

But consider something.

The current owner may have years of industry experience.

They know the customers.

They understand the suppliers.

They've operated the business through difficult periods.

If they haven't been able to generate adequate profits, what specific advantage do you have?

Why would you be able to accomplish what they couldn't?

Perhaps you genuinely have an answer.

Maybe you possess specialized skills, industry relationships, or operational expertise that could improve performance.

But if you're simply assuming you'll do better because you're motivated, that's not enough.

Don't purchase a failing business just because it's cheap and you need income.

A turnaround requires skills, capital, and time.

And those requirements may be particularly difficult to meet when you're already financially vulnerable.

When Buying a Business After Losing Your Job Can Make Sense

I don't want to suggest that unemployed people should never buy businesses.

There are situations where it can be an excellent decision.

The key is matching the opportunity to the buyer.

Example: A Flooring Sales Manager Buys a Flooring Distributor

Imagine a regional sales manager who has spent years working in the flooring industry.

They understand the products.

They know the suppliers.

They have relationships with customers.

They understand pricing, distribution, and the competitive environment.

Then they lose their job.

Shortly afterward, a flooring distribution company becomes available for sale.

This could be a very interesting opportunity.

The buyer isn't entering an unfamiliar industry.

They already possess knowledge and relationships that could contribute to the company's success.

Their experience may also help them evaluate the business more effectively.

That doesn't eliminate the need for due diligence.

But it creates a much stronger foundation than purchasing an unrelated company simply because it's available.

Example: An Office Professional Buys a Restaurant

Now imagine someone who has spent their career working in an office.

They've never operated a restaurant.

They don't understand food costs, scheduling, spoilage, inventory management, or the realities of hospitality staffing.

But they see a restaurant for sale.

The seller says it's easy to run.

And the buyer thinks it might be an enjoyable way to replace their lost income.

That's a much riskier situation.

The buyer would be entering an industry they don't understand while simultaneously learning how to own and manage a small business.

I've seen variations of this situation go badly many times.

Industry fit matters.

What Should You Do Instead of Immediately Buying a Business?

If you've lost your job and you're considering entrepreneurship, there are several ways to reduce risk before committing to an acquisition.

1. Find Some Income Before You Become Desperate

You may need to accept work that pays less than your previous position.

You might take a temporary role.

You could offer consulting services.

Or you might start a simple service business using skills you already possess.

The goal is to create enough income to reduce the pressure on your savings.

When you have money coming in, you can evaluate acquisition opportunities more patiently.

You don't need to force a deal simply because your bank balance is declining.

2. Work in the Industry Before Buying

If you're considering purchasing a business in an unfamiliar industry, get practical experience first.

For example, if you want to buy a restaurant, consider working in one.

Learn how staffing works.

Understand the operating hours.

Observe the margins.

See how the owner handles customers and suppliers.

I've encouraged people to do this many times.

And some discover that they don't actually want to own a business in that industry.

That's valuable information.

It's much better to learn that lesson while earning a wage than after committing your savings to an acquisition.

3. Consider Partnering With an Experienced Operator

If you have financial resources but lack operational expertise, perhaps you could partner with someone who understands the industry.

You might bring capital, financial skills, or business development experience.

Your partner might bring technical knowledge and operational leadership.

That arrangement introduces its own risks, including partnership disagreements and governance challenges.

But it may be worth evaluating rather than assuming you must personally perform every role.

4. Reconsider Your Personal Financial Structure

Sometimes the most important decision isn't whether to buy a business.

It's whether your current lifestyle is financially sustainable.

Perhaps you need to reduce household expenses.

Maybe moving to a different city would improve employment opportunities.

You might need to accept a lower salary.

Or you may need to reconsider housing and transportation costs.

These decisions can be unpleasant.

But avoiding them by taking on a risky acquisition doesn't necessarily solve the underlying problem.

Sometimes you need to rebuild your financial plan from the ground up.

Ask what you truly need, what you can afford, and what changes would give you more flexibility.

Seven Questions to Ask Before Buying a Business Because You Can't Find a Job

Before spending money on a business acquisition, I encourage you to work through these questions carefully.

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That final question deserves special attention.

If you received a good job offer tomorrow, would you still want to buy the business?

If the answer is no, that may indicate you're pursuing ownership primarily because you feel trapped by unemployment.

You might actually prefer a career with defined responsibilities, predictable compensation, and fewer financial risks.

And there's nothing wrong with that.

Business ownership isn't a requirement for professional success.

You don't need to own a company to have a meaningful career or build wealth.

The objective is finding a path that fits your skills, interests, and circumstances.

Why Due Diligence Matters Even More When You're Unemployed

If you decide that buying a business genuinely makes sense, your due diligence becomes especially important.

You need to verify that the business is what the seller claims it is.

Don't rely exclusively on financial summaries or optimistic projections.

Examine the underlying records.

Review historical earnings.

Understand customer concentration.

Investigate employee dependencies.

Evaluate working capital requirements.

Identify future equipment replacement costs.

And determine whether the company can reasonably support its debt payments and your required income.

You should also involve qualified advisors who can evaluate the opportunity objectively.

When you're unemployed, your emotions may be influencing your decisions more than you realize.

An experienced accountant, lawyer, or acquisition advisor can help challenge assumptions and identify problems you may overlook.

Talk to Actual Business Owners Before Making the Decision

I also recommend reaching out to people in your personal network who own businesses.

Ask them about the realities of ownership.

Not just their successes.

Ask about the difficult moments.

What happens when cash flow is tight?

How do they handle payroll when customers pay late?

Have they ever needed to make difficult staffing decisions?

What happens when an important employee resigns?

How do they manage the pressure of knowing other families depend on the company?

These conversations can be sobering.

But they're incredibly valuable.

Business ownership involves responsibilities that many employees never have to confront directly.

You should understand those responsibilities before investing your savings.

The Real Question: Are You Buying an Opportunity or Escaping a Problem?

The desire to become financially independent is understandable.

And buying an existing business can be a legitimate way to achieve that goal.

But motivation matters.

If you've always wanted to own a business, have relevant experience, and find an opportunity that fits your capabilities, unemployment might provide the time to pursue that ambition.

But if you've never wanted to become an entrepreneur and are only considering it because nobody is hiring you, I'd encourage you to slow down.

You're contemplating a major financial decision at a time when you may already be under considerable pressure.

And pressure can lead to mistakes.

As I explain:

"A business acquisition works best when it's based on skill, fit and opportunity rather than fear." —David C. Barnett

That principle should guide your decision.

You don't need to become a business owner simply because you've lost your job.

You need to identify the best available path toward financial stability and long-term opportunity.

Sometimes that path involves purchasing a business.

Sometimes it involves finding employment, developing new skills, changing industries, or adjusting your financial circumstances.

The right answer depends on you.

Final Thoughts: Don't Turn a Job Loss Into a Bigger Financial Crisis

Buying a business because you can't find a job isn't automatically a mistake.

For the right person, with the right experience and the right opportunity, it can be a successful transition into entrepreneurship.

But the decision needs to be made carefully.

You need to understand the business you're buying.

You need enough financial reserves to withstand unexpected problems.

You need a realistic plan if the acquisition doesn't perform as expected.

And you need to be honest about whether you actually want the responsibilities of business ownership.

Most importantly, don't let unemployment push you into a transaction you wouldn't otherwise consider.

A business acquisition should improve your future.

It shouldn't become a desperate attempt to escape your present circumstances.

If you're considering buying a business, make sure you're pursuing a genuine opportunity—not simply reacting to fear.

Learn How to Buy a Business Without Taking Unnecessary Risks

If you're seriously considering buying an existing business, my Business Buyer Advantage online training program can help you understand the acquisition process before you risk your savings.

I designed the program to teach buyers how to recognize approximately 90% of bad deals, evaluate business opportunities, understand financing, and conduct effective due diligence.

I also offer group coaching and Buyer Insight Analysis consulting for people who want additional help evaluating a potential acquisition.

Explore Business Buyer Advantage Training, Coaching, and Consulting

If you want to better understand what a small business is actually worth before making an offer, explore my book Business and Asset Values: How Owners, Buyers, Sellers, Lenders, and Advisors Should Think About Small Business & Equipment Value.

Learn More About Business and Asset Values

For more free videos, articles, and resources about buying, selling, financing, and managing small businesses, visit my website.

Visit DavidCBarnett.com

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Saturday, February 7, 2026

Are Business Sellers Insane? Or Is Something Else Going On?

 I spent about an hour on the phone last night with two clients who asked me a question I hear all the time: https://youtu.be/PSB_lBnnNJs 



“Dave… are all these business sellers insane? What is going on out there?”

They were frustrated, confused, and starting to wonder if they were the problem.

They weren’t.

What Triggered the Frustration

These clients were reviewing a business listing prepared by a business broker. They sent me the profile and wanted help deciding whether it was worth pursuing.

Within minutes, several red flags jumped off the page.

Red Flag #1: No Balance Sheets

The business profile included income statements — but no balance sheets.

That’s a serious problem.

Without balance sheets, you have no idea:

  • How much inventory the business requires

  • How much operating capital is needed

  • What assets and liabilities transfer with the sale

It’s like evaluating a person’s finances using only their bank statement, without knowing whether they own a house, have debt, or are drowning in credit cards.

You simply can’t make a reasonable decision with half the picture.

Red Flag #2: SDE and EBITDA Listed as the Same Number

This one is impossible.

The broker listed:

  • SDE (Seller’s Discretionary Earnings)

  • EBITDA

…as the same number.

That tells me immediately that the broker who prepared the profile does not understand the difference between the two.

And if someone doesn’t understand that distinction, they should not be preparing business valuations or marketing materials.

If you don’t know the difference yourself, that’s exactly why education has to come first when buying a business.

Red Flag #3: Lazy and Inflated Add-Backs

The broker had simply:

  • Removed the owner’s wages entirely (instead of normalizing them)

  • Removed travel, meals, entertainment, and vehicle expenses

The implication was that all of these expenses were purely personal.

But the business sold materials to hotels and cruise lines.

Ask yourself:

  • How do salespeople meet customers?

  • How do they attend trade shows?

  • How do they travel without expenses?

These costs don’t disappear just because ownership changes.

This wasn’t normalization — it was cash flow inflation designed to justify a higher asking price.

Red Flag #4: “Inventory Included”… With No Amount Stated

The listing claimed that inventory was included in the sale.

But:

  • No inventory value was disclosed

  • No balance sheet showed normal inventory levels

So what’s included?
$10,000 of inventory?
$200,000?

No one knows.

And yet the broker was asking these buyers to make an offer.

The Big Question My Clients Asked

They finally said:

“Dave, how can a broker present something like this?
Don’t business brokers need a basic understanding of accounting?”

And here’s the uncomfortable truth:

No — they don’t.

Why This Happens So Often

In many markets, business brokerage is a contingency-only industry.

That means:

  • Brokers often work for free until a deal closes

  • Offices need people to sign listings and produce profiles

  • Many brokers are poorly trained and poorly supervised

A lot of them are attracted by the idea of big commission checks — not by mastery of valuation, accounting, or deal structure.

They haven’t invested the year or two it takes to go through proper training programs. And it shows.

The result?

  • Incomplete business profiles

  • Inflated asking prices

  • Frustrated buyers

  • Un-sellable businesses

Why Buyers Feel Like the World Is Crazy

These buyers weren’t inexperienced or broke.

They had:

  • Saved real money

  • Educated themselves

  • A genuine desire to buy a good business

But every time they analyzed a listing, they reached the same conclusion:
The business was wildly overpriced.

That’s not a coincidence.

Many sellers want two to three times what their business is actually worth, and brokers often fail to set realistic expectations — sometimes because they simply don’t know any better.

The Real Solution: Get Ahead of the Brokers

Here’s a statistic many people don’t realize:

Only about 1 in 5 businesses that sell ever go through a broker.

That means:

  • 80% of businesses change hands privately

  • The best opportunities are found before a broker gets involved

That’s why I always tell buyers:

You have to get out ahead of the brokers.

That’s exactly what the next phase of my self-serve coaching program is designed to help with.

Good businesses do exist.
You just won’t usually find them in sloppy, inflated broker listings.


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