Kathy: [00:00:00] hi, I'm Kathy rushing host of the podcast committed the entrepreneur marriage. If your middle name is restless and you identify with words like innovator, dreamer, changemaker, creative. Independent or you are married to an entrepreneur or haven't helped you, you're both on the worse. This podcast is for you.
The entrepreneurial journey can be a little wild at times like uncharted territory. Join me as I talk with others who are at various stages of the entrepreneurial process, we'll explore the wisdom and insights they have gained while navigating the ups and downs of the entrepreneur journey. You'll discover that there are many couples who have found ways to thrive in both their marriage.
Hey everyone. And welcome back to this series on buying a business where Mark and I are just walking through the past, I don't know, I guess about 10 years now that we've been in the process of looking for a business to buy why? Because we're not 20. We, you don't, have the time and energy to go through the whole startup process.
So. This is episode three. We are going to be talking about the dating and proposal process. Yes. So welcome back, honey.
Mark: [00:01:44] Thank you, so glad to be invited back!
Yes, you better behave. So we left off in the last episode where you've identified a business that. Meets your criteria, really pretty much all of your criteria, right? And just as a summary, the criteria are,
the criteria are it needed to have positive cashflow.
It needed to be, or be able to be an owner managed business. And really the third one, which we didn't quite get to last time, but I think we'll get into a little more in depth, is it has assets. And that makes the financing a different. It just takes the financing to a different place. And
Kathy: [00:02:29] tell us a little more about what you mean by assets.
Other people may understand what that is, but just in case they don't.
Mark: [00:02:36] Yeah. It's physical assets. This particular business is a porta-potty business. It has port-a-potties, several hundred. Port-a-potties, it has trailers, it has five trucks. It has some steel shipping containers that are rented out for storage.
So there are physical assets to this business that really helped the bank a lot. You know, I mean, it's the bankers, if they can they want to see what the history is, but they also like it if there are actual assets that help to back up the loan. And so that's what's happening
Kathy: [00:03:19] because worst case scenario,
Mark: [00:03:21] They can sell the assets
Kathy: [00:03:22] business goes under
Mark: [00:03:23] yep. Yep. They can sell the assets or I can sell the assets and pay off most or all of the loan. So yeah.
Kathy: [00:03:32] Just, hopefully this is a helpful process in, you know, what is it that the bank looks for? What do you look for in buying a business? So, all right, so you you identified this business, the next step then was talking more with the broker.
So yeah. Talk about that process a little bit.
Mark: [00:03:53] I came across the business and kind of read the description and realized that it was something that was interesting. You know, I've kind of identified three levels of information that I need, all of which are part of the due diligence process. But the first level was just getting some financials from the broker.
I got some P and L's, he actually sent me an asset list. The interesting thing about this one is as I began to talk to the broker early on, he said, don't get too excited. There's another party that he's negotiating with. And I said, Well, okay. Let me know if that falls through. Well, then the next email was he wants to talk to you.
He's not that fired up about this other group. And so we could have a conversation. So there's, there's this early kind of looking at a business of looking at P&Ls, talking to the owner looking at a balance sheet, balance sheet really tells you if there's debt. More than anything. How other people would say there's a whole lot more there. I just don't understand it all, never even took an accounting class. No, never a business class at all. And so the, that level one is, is gathering some of that initial information and the goal really is to see. Is this something I actually want to pursue? I've, I've gathered in some of that information before and gone.
There's not really a thing here.
Kathy: [00:05:21] And so there's a certain amount of information that is available from the broker before you ask for the first date. Really?
Mark: [00:05:31] Yes, yes.
Kathy: [00:05:33] To use an analogy. Yes. Yeah. Yeah. You want to know what the girl looks like and what's her personality like ?
Yeah. . I mean, there's things that you look at. So in a business, you look at some of those very surface level things. Then it goes to the next level, which is where I expressed to the broker that I'm very interested in this I've liked some more information in order to be able to put together a letter of intent.
Mark: [00:06:05] So I began to gather more. I asked for a couple of years of tax returns. That's a real key part of this because the banks have to be able to look at the tax returns and see that there is income in the business and they'll pull some owner compensation out. When they do all of their due diligence, but those tax returns are really important.
I got a detailed list of their assets. I'm trying to think I got some more like payroll information and some of that, so that I could put a picture together in my own mind of what this business was going to look like. And was that going to be able to finance it, you know, and all of those things. So then the next step is to submit a letter of intent.
The letter of intent is non-binding, but it says it we're not married yet,
Kathy: [00:07:05] but it's like a first date maybe. I mean, would you consider this a first date?
Mark: [00:07:09] The letter of intent is more like, okay. We've been out on a couple of dates. We're not going to see anyone else, at least for now .
That's just the that's part of the letter of intent. It's an agreement that we're going to exchange information. I'm going to provide information on my background and whether I'm going to be, you know, the seller has to know if I can, if I can actually buy this thing and do I have the ability to run this thing?
The seller is going to provide me more in depth information. And we agree that in that process, we're not going to, he's not going to talk to anyone else, promote the business to anyone else. So we're going to have an exclusive relationship for a period of time. Usually it's, it's a fairly short period of time to dig into that.
Now, in this case, I can see on your face, your question. Yeah. He never signed it.
Kathy: [00:08:09] Oh, that's right.
Mark: [00:08:10] Yeah. So the, I submitted the letter of intent. The broker said he likes your offer. It's less than the other guy had offered, but he's wondering if you will lease the building from him. Going forward. And I said, sure, for a price, a reasonable price, he sent back a price.
I said, I think that's too much. We agreed on a price on the lease. We agreed to a purchase price. This is all just at a very high level. So that's a part of the letter of intent. So it helps you get to terms. And in most cases, it kind of, it keeps them from talking to someone else. In this case, he never signed it because he was still kind of stringing along the other potential buyer.
He was keeping his options. He was keeping his options open, but. We did agree to general terms. So that gave me enough information from him to go to the next level, to start down the next level of road, which was I needed to go to the banks. So before we get a purchase agreement, I needed to go to the banks because.
of us already owning businesses and just the ups and downs of that.
Kathy: [00:09:31] Yeah. And we had just gone through this house that we moved into early December. We were down to within three weeks of closing and still did not have a bank that would commit to us, you know? And it's just, it's so frustrating as a business owner because you sign checks for.
250, some odd people that can take that check to the bank and no one questions it, but the person signing that check, Oh my goodness. You know what? You have to look at your toenails and make sure they're clean.
Mark: [00:10:04] And our other business, there's, there's several different entities. We had our main business that we originally started that had a great year in 2019.
Then we had the other business that I had other investors in and now I just have a very small part of, but there were gigantic losses there because of opening up some new buildings at the same time as COVID. Yeah. Well, and even in the year prior. And so if the banks are just box checkers, then they don't even look at all of that.
So we got a referral from the broker and from another business person in town to a couple of banks and I had conversations with them and said, look, I want to send you my tax returns. I want to explain to you how my business works so that you can tell me whether this is even something that we can pursue or not, or has that crazy year just taken us out of the market for a while.
So I packaged all that up, send it to both of these bankers and fairly quickly they said, Yeah. We're, we're interested in doing this and don't see any problem getting it done. So it was nice to have real bankers. Right, right.
Kathy: [00:11:26] It's hard to find that we have a friend in new Braunfels. That was the president of started the bank, I think
There was a time, I mean, when you started the business.
Mark: [00:11:36] Oh, they were amazing. Yeah,
Kathy: [00:11:38] they knew who you are. They knew the risk and, and they took risks on us. And it's hard to find banks like that now.
So now where, you went out and met the owner and toured the facility, and part of what was in question, when you talk about that lease is he owns some land that has. It's the office.
Mark: [00:12:02] It is it's the office and the shop and the yard and everything. So he has,
Kathy: [00:12:07] he doesn't have a use for if he sells these assets.
Mark: [00:12:12] yeah, as a part of why. So when he, when I agreed to lease that building, cause I looked around and said, I, that's the cheapest lease I can find. Yeah.
Kathy: [00:12:23] So you did some looking.
Mark: [00:12:24] I did some looking online, looked at LoopNet and talked to Amy, our daughter's a realtor daughter-in-law is a realtor.
We feel like she's a daughter. And so that actually sweetened the offer a bit from him, for him because the other buyer was going to pay more, but he was going to take it well, I'm agreeing to lease his property for three years now also asked for a first right of refusal if he decides to sell. Because eventually we would like to own some property, whether it's that or something else with the shop and office and all of that on it that, so we're paying rent to ourselves, you know, as we grow the business.
But yeah, so I went out, I had a couple of, I had a conversations with a broker on the phone. Then I had a conversation with the broker and the owner on the phone then a day or so later, I went out after hours and he walked me through and showed me his trucks and showed me the port-a-potties and the office and all of that.
Kathy: [00:13:27] So what part of the process was that though? Was that before you gave the letter of intent?
Mark: [00:13:36] That, it was. It was actually,
Kathy: [00:13:39] So you were able to see it actually before issuing a letter of intent or offering a letter, I guess I would say.
Mark: [00:13:46] Yeah. Yeah. Okay. Yeah. And that, you know, that part of the process is pretty fluid.
I think people are going to find that that type of thing happens at different points along the way. There some of the businesses that we've looked at. I wouldn't have been able to go to without a letter of intent signed, probably many of them now he was close by he, we could do it after hours. So that, I think that helped,
Kathy: [00:14:19] I think there's an interesting piece to this negotiation process also. I think having some awareness of what else is happening in the industry. Yeah. Concurrently, because here in Fort Collins, there was a sanitation company that was absorbed, I believe by a bigger company and they let go a lot of employees and I, I get on the next door app since we've lived here. It's a nice way to get rid of stuff or get recommendations for service people or whatever. But I was seeing this thread a couple of weeks ago, people were really upset because they knew some of these, yeah, garbage men is what they are, you know, who have families, they have mortgages, they have kids and suddenly their job was gone. Yes. And so people in the area were quite, I would say, sensitized to that as is the owner of this business.
He, yes. He cares about his employees and he is concerned that some big conglomerate just, you know, scoops it up, takes it somewhere else and his people are out of a job.
Mark: [00:15:43] Yeah. And part of our deal is and we'll talk, well, this would be a great time to talk about it. So what we're doing is an asset purchase.
Yeah. And the asset purchase means that we're not buying the entity that he has that runs the business, the legal entity, we're buying all of the assets of the business, which includes everything from the trucks and the port-a-potties to the computers, to the website, the name customer lists, customer lists, contracts, all of that, but we're not taking on the liability
that might or might not be there from the entity that he owns. And that's, I've learned is a pretty common thing, you know, in this, in this kind of a situation,
Kathy: [00:16:38] there was. There was a story you told me about after listening to some of these podcasts about a nightmare and why you want to buy the assets and not the business.
Is that remembering the right story?
Mark: [00:16:51] Yes. There was an podcast interview with a guy in Utah that was, and he owns multiple businesses. It's fascinating story. But one of the interesting pieces was he talks about. That no matter what you do, no matter the due diligence you perform, how much you dig in always going to be a surprise.
Well, his surprise was he bought a furniture store, a retail furniture outlet, and it showed certain numbers. And he said, we bought it and we could not hit those numbers. And he said, one of our employees walked into like a storage room that had been locked off in the back one day looking for something nobody had just been in there.
Well, yeah. There was a prostitute and a client doing business. Yes. And it turned out that my gosh, the furniture, the store was a front for a prostitution ring and they were laundering money through the furniture store. Yeah. And I've heard others, you know, where there's just, there's just all kinds of stories and yeah, it's pretty crazy.
You don't really know. You don't want to buy the liabilities of the business. You want to buy the assets. You're going to, you're buying some Goodwill.
Kathy: [00:18:18] You're not buying prostitutes
Mark: [00:18:20] hopefully .
Kathy: [00:18:21] Oh my gosh. Yeah. How did that end up? How did they.
Mark: [00:18:24] I don't know. I think they ended up in a lawsuit. I don't remember.
Yeah. I don't remember. I think they ended up actually getting their money back because they had arranged for some seller financing. And so, you know, they were able to Hmm. Make it right that way. It's pretty crazy though. Yeah. When you think about that I was, I want to circle back to something, because part of the process, when I was on the phone with the owner and the broker, and then meeting in person, this is kind of the way I am anyway, but I had heard some buyers talk about the importance of just
having a real person connection to the seller. Yeah. And so part of what I did when I talked to him that night and he said, so what do you want to know? And I said, well, let me start by telling you a little bit about me so that, you know, I'm not just some Yahoo off the street, you know, that's going to waste your time.
And I said, I started a company 22 years ago. This I've built it to this, this is what we're doing. I'm looking for a way to diversify. And that's the short version, but I took a few minutes just to tell him who I was, what my background was and kind of what my thinking was in buying his business and then ask him.
And he started telling me about his business. I think that was important. You know, one of the things the broker is, has said to me is that the other prospective buyer has a, I guess, a related business of some sort that was going to really just wanted to buy the physical assets and take them over to his place and run the business.
And the seller really wanted, part of what he liked about what we were going to do is that his business was going to continue. He started at 25, 26 years ago and he likes that it would continue and that I'm not going to go in and fire everybody and just, you know, take the assets and do something else with them.
But then I'm actually going to run the business and hopefully grow the business. So that was an important part of the process, you know, actually getting to talk with him and I was appreciative that the broker initiated those conversations so that the seller and I could kind of get to know one another, a little bit.
Kathy: [00:21:05] Yeah.
I remember you also saying that the other suitor, for lack of a better word showed up to the first meeting with their attorneys. And so when I think about, you know, Hannah dating and her brothers used to joke about whoever it was, it was going to date her, you know, they were going to be cleaning their guns just casually, you know, in the background.
And it's a little intimidating, so that. Feels like a really kind of a big gun approach to meeting someone. So I recently looked up that book. I think I saw Dale Carnegie's book, how to win friends and influence people is still on. I think it was on Amazon looking at something like top a hundred books or something.
I was looking for something interesting to read. And I think that book was still in the top. I don't know, maybe 20. Yeah. And it was written in the like early. Forties 1940 or something like that. Yeah, but it's just simple principles about looking someone in the eye, treating them as a person, not a dollar figure or a bank account or whatever.
So I think there's some very human. Touches that if people are willing to give just a little bit of thought, yeah, we'll go a very long way.
Mark: [00:22:37] Yeah. I that's very, very true. I think that I was a business owner and understood the position he was in and respected his business. And what he had built was very important.
I think anyone can make that connection. You know, they don't have to, if you've not owned a business before, and you're trying to buy your first business, you can still make that connection. It's just a human to human connection. That is so important.
Kathy: [00:23:08] But like you said, it, it, it respects the work that that person has put into getting the business to where it is that depending on the type of business, I mean, I think about. Sodalis and AlzCare and literally blood, sweat, and tears, lots of tears. And I mean, our souls went into that business has gone into that business to make it what it is today. And so the thought of selling it to someone and we're not selling it by the way. Not yet anyway, but it's like, It's a child.
It, it would be like selling one of our children. We're not selling them either. So they're off the market. Yep. Well, that's really helpful. So you've gone through the dating process. You really, really like each other and it's sort of like you keep taking steps. Yeah. The bank has all the information. How long have they had it at this point?
Mark: [00:24:08] I think it's been about three weeks since I first started talking to the bank
Kathy: [00:24:15] last week was another significant step. So bring us up to date there.
Mark: [00:24:22] Yeah. So last week, I, I, I reached out to the broker for an update because the LOI had not been signed and I knew this other owner was out there. And the broker said, I'm sending you over a draft asset purchase agreement. And if you like it, sign it and I'll get it to the seller. And and so we were actually headed to Denver. So you read part of it on the phone. I read the rest of it on the phone. We, we went through it and I read through it and it was not a difficult document, but I knew that it hit all the points that were important to me that I'd already asked for.
And, and some of which I'd laid out in the LOI. So we signed, we signed the draft purchase agreement, asset purchase agreement, and then I got the signed copy back yesterday. So I pass those along to the bank.
Kathy: [00:25:22] And so what, what does that document do?
Mark: [00:25:25] So that document actually we're engaged now. So the other seller is out of the picture.
The only contingency in this document was if the bank didn't finance it for some reason, but we have the I've been back and forth with two different banks. And in a way, they're, they're competing a little bit for this. I think we're going to get a commitment letter sometime. I would think sometime next week it might be later this week.
And and then their next step from the bank. So they have to do their internal approvals and then they'll, they'll take it to the, to the SBA. And that's when all of that final work is done. So it's still a few weeks of work on their part. And then there's a list of things for us to be doing, you know, the seller
has so many days to present us with the lease for the building that's acceptable. We have so many days to have access to all of the assets. So we're going to go count port-a-potties, going to have trucks suspected. Yeah. It'd be a big time, baby.
Kathy: [00:26:42] Can we make that a date
Mark: [00:26:45] Have trucks inspected, walk through the buildings again, just go through all of that and yeah, so we're, we're committed to one another. There is still, there is still the possibility that the wedding doesn't happen, but that's very, very small at this point where
Kathy: [00:27:07] So what prompted it, because the, the broker, I mean, as with any anyone that helps you with a transaction, you think about a realtor, there are realtors that just do the bare minimum. There are realtors that are really committed to helping you find your dream house or sell your house so you can buy your dream house. I'm impressed by how this broker has walked you through you. You had some other brokers that you worked with. And because I remember a comment you made one day, maybe I should be a business broker because these guys don't seem to do anything.
They didn't have information.
Mark: [00:27:44] Yeah. Yeah, this broker has been at it for a long time. He has been very good and early on, I think I made a comment to him about, look, I recognize you represent the seller. I'm just, I'm just trying to be as transparent and I hope you will do the same. He said, well, actually I'm, my business is more focused on,
he said, I actually become more of a transaction broker. And so my job is to help the seller find the right buyer and help both parties come to the place that they get a good deal for each other. So a win-win. Okay. Yeah. So he's been. He has been really good. He's been very helpful. He's reached out a couple of times and said, Hey, this is what's happening.
He's still talking to the other guys, but he'd never actually said, but I, I inferred from some of what he said that he was trying to encourage the seller that look, your, your better deal is over here with Mark. That's your business is going to go forward. He's going to rent your property from you. Within six or eight months, you make up the money difference from the other buyer.
So, so yeah, he's done a really good job walking both of us through and, and which leads me to say, you know, I don't know that this would be probably won't be the last business we buy. And so I would, I would use this guy again. I would get him searching for us when we're ready, you know, and get him involved in the process, you know, to help us find other compatible businesses when we're ready to do that down the road.
Kathy: [00:29:43] So it was a broker. Can he cover anywhere in the United States or I dont really know how a
business broker works?
Mark: [00:29:50] Yeah. There is certain licensing or certifications that go with it, but it's not like having to be licensed like a real estate broker
Kathy: [00:30:01] for a specific, for a specific state because he actually lives in wyoming.
Mark: [00:30:05] He lives in Wyoming. His office is in Fort Collins. Yeah. He was representing the laundromat that we looked at too. Yeah. I'd forgotten about that until we got on the phone. I said, I think we've talked before. He said yep. The laundry mat. Okay.
Kathy: [00:30:21] So another thing that comes to mind that I don't think we've covered yet is the process of getting an SBA loan.
So we learned a couple of things in that process also.
Mark: [00:30:35] Yeah. So one of the things, and actually this came from the banker who, since his name is not on the podcast side and say this, when I first talked to the very first banker, he said, look, you can't tell anybody else said this, but he said, So he asked me about what we had in assets
and I said, we have this house in Granby. He says is that your second. And I said, no, our primary home is here, seconds up in the mountains. He said, you need to go put a home equity line of credit on that house.
Kathy: [00:31:10] Also known as a HELOC. I've learned a new acronym
Mark: [00:31:15] and. He said, if you don't. So in the SBA does the loan, which I can talk about in a minute.
The, so they require a personal guarantee. So you and I are going to be signing personal guarantees on this loan to buy the business. But they, if there's an asset out there, then they'll, they'll attach a lien to it. By having a HELOC on the house in Granby that we have equity in it accomplishes two things.
One is, it keeps the SBA from attaching a lien to it because we've got that equity tied up in a line of credit, but it actually it puts us in a better position with the SBA as well as with the bank, because they know we have X amount of dollars available to help support the business if we, if we need it.
And when I talked to the broker. At some point in there, he said, yeah, he said, I, I encourage people that are buying businesses, that own businesses to do a HELOC. If they, if they can at all do it, because it's just a great way to have operating capital available if you need it. And so that was one of the things we did.
I was a little concerned about that because of what we'd been through, but we went to a local credit union talk with them, sent them my returns. They could look at it and see what was there. And they also said, because you just recently bought a house. Yeah, we'll approve you up to this much based on an assumed value for the house.
So, so we're getting all that done.
Kathy: [00:32:56] So the had an appraisal done, we're waiting, just waiting on the numbers. Property values have skyrocketed this last year with the pandemic and people are like, Hey, we can live anywhere. We'll go live in the mountains. So we have seen homes turning over in our neighborhood, just like crazy.
Yeah. So, okay. I just wanted to. Yeah.
Mark: [00:33:19] So that was, that was good. Cause that's an important part of this. And then we, I think we touched briefly, you know, the SBA has loan programs that are really great for small businesses and you go through a bank, but the bank, and so the bank does their own due diligence on you.
They approve you. But then when they run the, the loan to the SBA, The SBA guarantees in the past, they've guaranteed up to 70 or 75% of the loan will this year because of COVID and all the changes that have occurred, they're guaranteeing 90% of the loan.
Kathy: [00:34:01] Yeah, that's huge.
Mark: [00:34:02] Yeah. So that means the bank only has really 10% at risk, which is just nothing.
Yeah. So then the SBA is also waiving all of the guarantee fees, which are. Let alone the size would be at least 20 or $30,000. Maybe a bit more. And so that's a significant amount of money and they, and then the SBA is going to make the first six months of payment on the loan. So it is such a win, win, win for us.
Kathy: [00:34:36] It is. And I don't know if someone out there, you know, I just feel like this series, someone needs to hear it and maybe your job or your spouse's job has really been impacted by the pandemic and cutbacks and everything, or maybe it's just because of all that we've realized in the last year that we couldn't have imagined even just a year ago, you know, I've been doing some reflecting and it's like, Oh my gosh, a year ago, it was just right.
We were knocking at the door of, you know, locking everything down and, and we just had no idea how difficult the days ahead were going to be. But it is possible. And because of the SBA programs currently, maybe this is an option for you. Maybe you don't have the ability to start something from scratch, but being able to buy something, whether it's a franchise.
I mean, we haven't talked about franchises at all, but that's another route that for some people that is the right thing, where there are systems in place that help you grow that business, you don't have to reinvent the wheel. Right. So again, my hope is that there is someone out there that maybe didn't think buying a business was
anywhere in the realm of possibility. And I think it is. So again, if you have questions, if you want some more information, if you want somebody to talk about it with Mark would be more than happy, right, honey, until this job comes about, and then he'll be a little more busy, but I. I hope it's been helpful.
The next episode is going to have to wait a couple of weeks because we need to wait for the wedding and make sure this happens. And so the flower girls are getting in place and, you know, we have to wait for the right weather. No,
Mark: [00:36:41] we're ordering flowers.
Kathy: [00:36:44] There will be some champagne, some champagne, but we will do another episode possibly too, but we want to do another one with just you know, how the closing goes and yeah, I don't know.
Is there a deal breaker at this point that where you might step away?
Mark: [00:37:07] I don't want to say no, but I'm not sure what it would be. You know, we've.
Kathy: [00:37:15] We're going to make sure there's not a prostitution, right?
Mark: [00:37:17] Yeah. Yeah. It would be too cold. The shop building's not heated or air conditioned. So I we've, you know, I've just tried, I've just continued to ask myself, what am I missing?
What am I missing?
Kathy: [00:37:30] And you've talked to some other people too, right. Which I really appreciate that, people that are very business minded and, and you've said very openly look. Yes. Tell me what I'm not saying.
Mark: [00:37:43] Tell me what I'm missing here. And so I it's possible, but I don't, I don't foresee that. I think that the wedding is going to happen.
Kathy: [00:37:54] Right? Well, we will keep you posted and again, you know what to do. Finding this podcast is made more possible. The more people subscribe, the more downloads, the more shares. And if you'd like to review us, that would be really, really awesome. I appreciate that. And thank you in advance. You're building a life together.
Make it a great one. We'll see you next time. . .