Learning To Love The NDA – Thoughts For Business Buyers

If you are a business buyer, you should absolutely love the business transaction process – especially the tenant of confidentiality and the need to sign non-disclosure agreements (NDAs). Why? Let’s first talk about why some business buyers hate NDAs.

 

 

When you enter the market to buy a business, many new buyers assume the process will be very much like the process to buy a house. Nothing could be farther from the truth. Buying a business does NOT involve looking up businesses for sale and then driving around to look at them before you pick one to buy.

 

Why? When you buy a business you are buying an existing, operating business.

 

In order for that business to stay existing and operating the fact it is for sale needs to stay a closely guarded secret. Confidentiality is key.

 

A breach in confidentiality and the disclosure that a business is for sale can mean very bad things. People naturally assume a business that is for sale is a business that is on the brink of failure, although this is rarely true. When a business sale is disclosed the staff can quit en masse, vendors can cancel contracts, clients can go elsewhere – the list goes on.

 

These potentially catastrophic consequences mean anyone who is interested in buying a business must sign the NDA before the name and location of that particular business is disclosed. Some buyers hate this and refuse to sign the NDA or fight with brokers about providing their own information to receive the NDA.

 

The information you provide in order to sign the NDA for a particular business is both simple and straightforward. You must provide your full name, your home address, your phone number and your email. Why do we need this information? Why can’t you use your P.O. box or a business address instead of your home address? The NDA you are signing needs to be tied to one individual – you – so the same address you use on your driver’s licence must be used.

 

If you really feel uncomfortable providing this information, you should consider that your simple identifying information is paltry in comparison to what a business discloses to you once the NDA is signed. Not only will you now know the name and location of the business that is for sale, you will likely gain access to financial information as well.

 

You should also consider that the information you provide to get the NDA is the same information you would provide when signing up for a discount card at a grocery store. It’s really not a huge disclosure of personal information when you think about it.   

 

So why should you love the NDA? The business transaction process, including the NDA, ensures that the business you end up buying hasn’t had a catastrophic disclosure of confidentiality by you or any other prospective buyer before you get handed the keys. It means your new business will transfer to you intact and still operational.

 

Still need convincing that the NDA is a great thing for you as a buyer? Do you have additional questions about the business buying process? Ask us! Please feel free to leave questions or comments here and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

 

 

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Keep It Together – How A Business Buyer Can Help

 

Business transactions are complicated beasts, and as such they fall apart more readily than they stay together.

 

If you are looking at buying a business, you will need to do your part to keep your deal together if you ever hope to make the jump to business ownership.

 

How? By making sure you know what you want and what’s ahead of you.

  

Are you really, really sure that you want to buy a business? Small businesses are very rewarding ventures, but they are intense in terms of the time and effort that you will need to invest. Are you sure you want to make the move from a 9 to 5 job with two weeks of paid vacation to a life where the buck stops with you? Yes, small business owners decide what hours they work – but the hours necessary can be very long. 

 

Do you have realistic expectations? Buying a business is absolutely nothing like buying a house, and it takes a lot of time and patience. It also requires many, many moving parts and a good deal of negotiation. Talk to your business broker about what the process will be like so you know what to expect.

 

Have you done your homework? Do you have the background and experience to own the type of business you are considering? It is far easier to buy a business in an industry where you have some practical experience because you will already know something about how the business is run. If you are trying to enter a completely new industry, you might give yourself an incredibly steep learning curve the moment you take over as owner.

 

Are you being honest about the funds you have available? Some new buyers assume that they will be able to finance most of the price of a business, or they think they will be able to negotiate for a rock bottom price. Neither of these notions are true. You have to be realistic about what the money you have available will get you, and you need to be upfront when asked to prove your financial capacity. Trying to pretend you have more that you do will absolutely blow up in your face and cause your deal to fall apart.

 

Are you prepared to be very, very patient? Like we’ve said before, the process to buy a business requires a lot of patience. There are contracts to put together and negotiate, licenses and permits that need to be obtained, meetings, conference calls – the list can be seemingly endless. There are also a lot of people involved – busy people like the brokers, the seller, attorneys, CPAs. Requests for documentation or finalizing of agreements can take a lot of time, so you need to remain patient with everyone involved if you want the deal done.

 

Do you have questions about the business buying process? Would you like to know what industries would be right for you? Ask us! Leave comments or questions here and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

 

 

 

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Buying A Business? Why A Terrible Business Seller Isn’t A Bad Thing

If you’re new to the process of buying a business, you might wonder why business brokers exist. Can’t reasonable buyers and sellers get together and get a transaction all the way to the closing table?

 

The reality of the business game is there is very little chance of success when buyers and sellers go it alone. Why? Buyers and sellers don’t buy and sell businesses for a living.

 

If you are in the market for a business, then the person you most want sitting across from you at the closing table isn’t a seller at all. You want a business owner instead.

 

A business owner is someone who cares about the business they are selling. Their top priority isn’t how fast they can get out the door – it’s their bottom line. A business owner is focused on growth and getting the most money possible for their successful small business.

 

 

A business seller, on the other hand, is a temporary title. It involves gathering and assembling documentation and information about the business, being available to answer questions or requests and negotiation skills.

 

Someone who is a successful small business owner will not necessarily make a great and/or cooperative seller because selling isn’t their focus and it’s something they’ve never done before.

 

This is where the role of a business broker is critical and patience on your part as a buyer is a must. The person on the other side of the table isn’t a professional business seller, they are a professional business owner.

 

If it takes some time to have questions answered or get requested documents you shouldn’t be frustrated, you should be glad that they are focused on the running of the business you are about to buy. A business owner who doesn’t care about the day-to-day operation of their business could potentially be leaving you with a disaster the day you get handed the keys.

 

Your business broker is there to ensure the process goes smoothly, to keep the lines of communication open and apply the right amount of motivation to a seller so that they can both successfully run and sell their business. Have patience with the process – and with the business owner across the table. 

 

Are you considering buying a business but have more questions about how the process works? Would you like to know how long it typically takes to get to a closing table? Ask us! Please leave questions or comments here and we will be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

 

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Tips for Business Buyers: The Negotiation

If you are thinking about buying a business, then you probably already know that one major step on your path will be the negotiation of a purchase price and the negotiation of the purchase contract.

 

 

If you’ve ever been involved with the purchase of a house or a car, then you already know a little bit about how the negotiation phase is going to go. A buyer offers a price, the seller counters – and after a bit of back and forth the deal is done.

 

The major difference with business sales? There will be many, many more moving parts.

 

The best way to deal with these moving parts is to prepare yourself for the negotiation process:

 

Find and use a business broker

 

Buying a business is no small task. There are large amounts of money changing hands, a purchase contract that needs to be drafted and negotiated, licensing and permitting requirements that must be met, a new commercial lease that must be negotiated – the list goes on. A business buyer will be far better off with an experienced adviser by their side – and your broker also acts as an all-important buffer between you and the seller. Asking the wrong kind of question, asking too many questions, coming in too low with an offer – all of these things can offend a seller. By using an intermediary like a broker you can keep the deal moving while simultaneously keeping the other side of the negotiating table happy.

 

Make your offer realistic

 

You absolutely don’t want to overpay for your new business, and you want to keep as much of your cash as possible to ensure you have enough working capital the day you take over as owner – but that doesn’t mean you should insult the seller by offering a rock-bottom price. Unless the business is listed as an asset sale, don’t treat it like one. An operating business is so much more than the depreciated value of the equipment and inventory. You need to remember that to the seller this business is a huge deal. Most sellers are very emotionally attached to their businesses because the business has been an enormous part of their life. Low-balling a seller will almost assuredly offend them – some to the point where they will refuse to work with you. Make your initial offer fair and be able to justify that number when asked.

 

As a side note, if you are a buyer who is making an all-cash offer, you may be in a better spot to negotiate for a lower price than someone who is looking for seller financing to be a part of the deal. If you do need seller financing, consider the situation from the seller’s point of view. You probably wouldn’t give someone a big discount on the purchase price of your business if you were going to be taking a big risk and financing part of the deal.

 

Be 100% prepared for compromise

 

One last and very important point to make regarding negotiations – the final purchase price and purchase contract will be a compromise for both sides. Go into this process understanding the reality that you are not going to get everything that you want, no matter what side of the table you are on. Many deals have died because one side (or both) refused to budge over something tiny, like the value of a piece of equipment or the closing date. Stay calm, patient and willing to compromise if you want to have a chance of reaching the closing table.

 

Are you considering buying a business but have more questions about the negotiating process? Would you like to know what types of businesses are currently out there in your price range? Ask us! Please feel free to leave comments or questions here and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

 

 

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The Toxic Myth Of The Perfect Business – How To Handle Messy Books

It is a very common complaint in the world of business sales. A buyer comes to the market with money in hand and ready to buy the right business – but every time they request financial documentation what they get is poorly assembled numbers, difficult to understand tax returns and no current financials of any kind.

 

Do they want to sell their business or not?

 

What you have to remember about the small business world is owning your own business is a tough and time-intensive enterprise. Small business owners are great at what they do, but most are not trained accountants. Many times record keeping and financial documentation fall down the priority list, and what a buyer is left with is what the seller was able put together in the short time the business has been listed.

 

 

When we take on a listing for a small business we often get handed nothing more than a big box of crumpled papers and register tapes – and have to figure out the numbers from there. This is not true of all small businesses, as some owners are better record keepers than others – but you have to remember that even a great business may not have the world’s most organized books.

 

It is also typically true that the larger the business is, the more likely it is that they have an accountant on payroll and therefore the more complete the records will be – but if you are in the market for a small business you probably don’t have the couple of million dollars you would need to buy one of these higher-priced and more-complete-records businesses.

 

What should I do then? How can I decide with seemingly incomplete records?

 

Have patience, and understand that you will never get perfectly organized books. What you will get is the opportunity to look at all of the financial records of a business once you have entered the due diligence phase. Your business broker will be there to help you, and if the books really are a mess then perhaps an accountant familiar with business transactions will be brought in.

 

What you can do as a buyer is use that not-so-pretty cursory information you get with your first requests – like P&L statements and tax returns – to weed out businesses that don’t suit you and focus a more thorough look on on the ones that do.

 

Are you in the market to buy a business, but are disappointed with the information you’ve been sent so far? Would you like to know more about how we as brokers turn that jumbled box of paperwork into use-able numbers? Please feel free to leave any questions or comments here, we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

 

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Buying A Business? The Value Of Your Future Life

Figuring out what a business is worth is a difficult thing – especially if you are a first-time business buyer.

 

What do the last several years of tax returns say about what the next few years might be like? How much is the inventory worth? Should you even care what the inventory is worth? How much cash flow does the business generate? What kind of monetary benefits does the current owner get from the business? What are multiples and how were they used to come up with a price

 

These are all great questions that you and your broker will discuss when deciding if a particular business is worth what they’re asking. You’ll also use the answers to those questions to decide if a business fits with the goals you have for business ownership. What you may have noticed about this list of questions is they all have a numerical answer of some sort. Businesses are, however, far more complex than just numbers can explain – so let’s look at one marker for value that you may not have considered – the value of your future life.

 

 

Two businesses may appear nearly identical on paper – but in terms of value to you as a buyer and in terms of list price they may be very different. Why? One business has far better non-monetary benefits for the owner than the other. Here’s an example:

 

There are two nearly identical pizza shops in the same area of town. They both generate $100,000 a year, but in one the owner works 80 hours a week – the other owner only works 20 hours a week. Which shop would be worth more to a potential buyer? The one with the vastly better work schedule, right?

 

There is far more to owning and running a business than just the numbers. You are buying yourself a job and a lifestyle, and for a better job and lifestyle you are probably going to have to pay more. The day-to-day schedule of the current owner, having a strong management structure in place that allows an owner to do things like take vacations – these bonuses are going to cost you more up front, but will give you as an owner a far better lifestyle down the road.  

 

These non-monetary benefits can be hard to put a number on when deciding if a listing price is fair or deciding what to offer the seller, but they are an important part of the value of the business and can’t be overlooked. Talk to your business broker about how to put a value on these perks when drafting your offer. They will be able to help explain the nuances of a particular business listing price.

 

Are you looking at businesses to buy and feel like the prices are all over the map? Do you have questions about how to evaluate listing prices? Ask us! Leave any questions or comments and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

 

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Don’t Be Underfunded: A Big Business Buyer Mistake

You’ve decided to buy a business, congratulations! Entrepreneurship can be one of the most rewarding journeys you can take in life. It can also, however, be your worst nightmare.

 

The difference between success and a nightmare scenario can come down to just two, very basic things – money and reality.

 

 

Let’s look at money first.

 

Guess what? You have to have money if you want to buy a business.

 

Of course you need money to buy a business! This may seem like a silly thing to say, but a fair number of the people who come into the business market are working with little to no capital at all and expecting someone else to pick up the rest. These prospective buyers are relying on funding sources like family members, bank loans, Small Business Administration (SBA) loans and seller financing – but the fact of the matter is the small business world just doesn’t work that way.

 

Family Money

You may have had a conversation or two with your well-off uncle or with your parents at Christmas about helping you get the money together to invest in a business, but we almost never see one of these deals actually go through. Once you start the serious conversations about what dollar amounts you’ll be needing, how long it would realistically take you to pay them back – the checks never get written. If you are depending on a family member footing the bill for your business purchase – you should probably think again.

 

Bank Loans

Even pre-recession it was tough to get a traditional lending institution like a bank to fund the purchase of a small business, but in the wake of all of that financial mess it can be nearly impossible to get a bank to approve a small business loan – even though the economy has improved substantially. 

 

SBA Loans

Yes, it is possible to get funding through the SBA to purchase a small business, but there are some very big hoops that need to be jumped through in order for this to happen. First, you as the buyer need to be approved, and if you don’t have a fair amount of capital to invest already – your chances of that approval are going to be slim to none. If you do manage to get approved, then the business itself will have to be vetted and approved – and like any lending institution post-recession, the SBA is going to be very conservative with how much they are going to lend, who they will lend it to and what businesses will even qualify for that buyer.

 

Seller Financing

Yes, seller financing is very common – but what most first-time buyers don’t understand is that these deals usually mean the buyer is going to pay at least half, if not quite a bit more, of the purchase price up front. No seller is going to take a tiny down payment and hand you the keys, it involves way too much risk on their part.

 

Ok, now let’s look at reality. You have to buy a business you can afford.

 

Again, this might sound silly, but business buyers are usually caught up in the hopes that one of the capital-raising schemes we just mentioned will pan out and therefore look at businesses that are ridiculously out of reach. Think coming to the table with $30,000 and looking at businesses in the $500,000 range. Again – no family member is going to write you a check that big, banks will laugh, the SBA will never approve you or the business in that situation and sellers definitely won’t take you seriously.

 

Even if you could get, say, a family member to loan you the money to buy a business that far out of your current reach – you will  be setting yourself up for failure. What new business buyers leave out of the equation is working capital – that is the money you need to both get the doors open under your ownership and then keep them open long enough to get the business turning a profit long enough to pay back your backers.

 

Just like renting a new apartment or buying a new house, there will be costs at closing that need to be paid – think deposits on a new commercial lease, deposits on utilities, first (and probably last) month’s rent, payroll and inventory starting the moment you take over, transfer fees for licensing, inspection fees – the list goes on and on. 

 

If you only have a small amount of capital to invest in a business, that’s totally acceptable and doesn’t preclude you from business ownership! If you start small, with a $15,000-$20,000 business, you can grow that business into something larger. It just takes some time and some hard work. Many entrepreneurs start small and grow their businesses to a size they initially wanted, or some sell the business after a time for a profit and move up the business ladder that way. Either way, you will have a far better chance at success if you stay within your means. 

 

Don’t make the mistake of starting out underfunded or ignoring reality!

 

Are you a business buyer who doesn’t have a lot of capital to invest? Are you curious about what’s out there in your price range? Ask us! Leave any comments or questions here and we would be happy to help. 

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

 

 

 

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Need Capital? Business Buyers & Seller Financing

Seller financing can make small business deals possible, as it allows buyers (who don’t have all the capital necessary or who are unable to raise funds through more traditional lending sources) the opportunity to buy a great business.

 

 

 

Our economy is in much better shape than it was during the recession, and as such the business market has changed. In the midst of the recession nearly all deals came with a fair share of seller financing as traditional lending was essentially nonexistent and any buyers in the market weren’t flush with cash. This was great news for buyers as they could consider businesses that would have otherwise been out of their range.

 

Now that the economy has dramatically improved, the tides of seller financing have turned.

 

First and foremost, the improved economy means there are more cash buyers coming to the table that will directly compete with those who need a seller financed deal. In terms of recently completed deals, seller financing still holds as a close second to cash, but now buyers need to come with at least 50% down if they hope to compete with other buyers and get a deal to closing. There are, of course, exceptions to this rule as every business deal is different – but the days of financing more than half of a transaction are probably gone for good.

 

It is also easier now than it was just a few years ago to get more traditional bank financing or a SBA (Small Business Administration) loan, but many financial institutions are still gun-shy about risky small business deals as the memories of the recession are still relatively fresh in everyone’s mind.

 

What if I can’t get a bank loan and the business that I’m interested in doesn’t qualify for a SBA loan? How can I get seller financing?

 

If you are interested in seller financing, let your business broker know as it will help in narrowing your purchase options. Your broker can look for business sellers who have indicated they would be open to a deal that includes some seller financing. Next, you need to be prepared to offer at least 50%, if not more, of the purchase price up front if you want any seller to take your seriously. No one is going to finance 100% of the deal or anything close to it.

 

Do you have more questions about financing options for the purchase of a small business? Would you like to know what the terms look like for a typical seller financed deal? Contact us today or leave us a comment or question here. We would be happy to help!

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

 

 

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You Have Enough Time: Due Diligence For Business Buyers

 

 

If you are looking for businesses to buy, then you are probably frustrated by the paltry amount of information you are initially offered when a business peaks your interest. You sign a non-disclosure agreement and you may get nothing more than a few years of P&L statements and a highly abbreviated tax return.

 

How are you supposed to decide if a business is right for you if you can’t find anything out about the business you want to buy?

 

Due diligence.

 

Due diligence is the period of time after an initial offer is accepted where you as a buyer get to go through the business with a fine-toothed comb. Business sales are conducted this way because unlike other purchases – like a home or car – information about an operating business is often proprietary and needs to be kept strictly confidential in order to protect the business itself throughout the sales process (more information about why confidentiality is important can be found here). During due diligence you will be provided with basic business documentation and will also be given a chance to request other documentation you deem necessary.

 

How long do I have once due diligence starts?

 

The due diligence period is typically two weeks – plenty of time if you are using your time wisely. Two weeks is also plenty of time because due diligence doesn’t officially begin until AFTER all of your requested documentation is provided.

 

Two weeks? Are you serious? That hardly seems like enough time.

 

It absolutely is. By the time you get to the due diligence period, you will have had conference calls with the seller, face-to-face meetings, cursory information and initial questions already answered – the due diligence period is strictly a deep dive. Two weeks will be more than enough, especially if (as often happens) you are given a good chunk of the information you requested and it takes a week or two to get the rest. That will lengthen your due diligence period considerably and give you ample opportunity to decide if the business is right for you.

 

If, during your due diligence period, you decide that you don’t want to buy the business – you can walk away. This is another reason due diligence is relatively short. This period pulls a business off the market, so holding a business this way for an unnecessary length of time isn’t fair to the seller or to other buyers in the market who are also interested.

 

The message here is trying to force a seller to agree to a long due diligence period isn’t going to help you decide if a business is right for you. Using your time wisely during a two week due diligence period absolutely is. Ask your business broker about your concerns, and use their guidance during your due diligence period to get the most out of your time.

 

Are you considering buying a business but still don’t think two weeks is enough time for a proper due diligence? Would you like to know what types of special circumstances would lead to a longer due diligence period? Please ask us! Leave any questions or comments and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

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If It Ain’t Broke – Important Advice For Business Buyers

 

The old adage you have to spend money to make money is absolutely true. Business owners have to invest in things like marketing and improvements in order to keep a business thriving and growing.

 

There is a far more important adage, however, that a new business owner needs to abide by.

 

That adage? If it ain’t broke, don’t fix it.

 

What do we mean by that?

 

When you envisioned your life as a business owner, you likely saw your business as something uniquely your own. Your own designs, ideas, concepts.

 

If you’ve decided to take the entrepreneurial plunge by buying an existing business, you have made a very smart choice because you don’t have to start from the ground up – you get a fully operational business with a proven location on day one. This removes the issues a start-up business would bring – like finding a location, build-outs, buying equipment and furnishings, getting permits, hiring a staff, creating operating procedures, painting, designing a sign – the list is enormous.

 

Getting your hands on an existing business means that while all of that initial work is finished, all of those initial decisions have been made by someone else – the previous owner. This can cause a business buyer to have issues with the aesthetic and/or operational aspects of their new business because it doesn’t exactly match the business they envisioned.

 

As a new business owner, you need to consider this part of buying a business. There will be some things that you don’t like about your new business and some things that you personally would have done differently.

 

Maybe you hate the paint colors. Maybe you think the ordering system is wildly archaic. Maybe you think the layout needs to be completely changed.

 

If you are having these thoughts about your new business – STOP. You bought an existing, operating business that generates cash flow. Every business is inherently complicated, so it would be very difficult – if not impossible – to ascertain what parts of the business work and what parts you can change on day one.

 

You might hate the paint colors, but maybe the rustic charm of the decor is what keeps the regulars coming back. You might not like the ordering system, but it is based on the vendors your business needs to survive. You might hate the layout, but it is the layout that creates the efficiency that keeps the business alive.

 

New business owners who are hung up on their own vision of what their business should be walk in on day one and immediately embark on a very expensive major renovation, rewrite the operating procedures and change all of the vendors and staff without taking the time to figure out why the business is successful. This always, always ends in complete disaster.

 

We aren’t saying you can’t change things. What we are saying is patience is the name of the game. Give yourself a few months to decide what works and what doesn’t, why the previous owner did things the way they did. Once you really understand the business as a whole, you can make small changes to slowly guide the business toward your vision.

 

Don’t fix what isn’t broken!

 

Are you thinking about buying a business, but haven’t seen anything that matches the vision you have for business ownership? Would you like to know more about how buying a business can be a better choice than starting from scratch? Please leave us any comments or questions and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

www.InfinityBusinessBrokers.com

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Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907




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