Max Friar’s Top Tips for Successfully Buying A Business

Having worked years with sellers of small businesses, these are the top bits of advice I can give to a prospective buyer:

  1. Keep in mind the Seller’s top concerns, which are almost always these and in this order:
    1. Cash at Closing.
    2. Continuity of Business (employee job security and growth in particular).
    3. Legacy, or how they believe their transition will reflect on them.
  2. Be persistent. There are 15 buyers for every listed business. Only 10% of would-be buyers will ever purchase a company*. 
  3. Consider going directly to owners. 90% of transactions happen quietly with no middleman. Many owners do not want to go through a brokered process.
  4. Talk to lenders first. It makes little sense to start looking until you know the size/range of businesses to look at.
  5. Stand out. Consider sending your credit score and personal financial statement to the broker early on. Because brokers know that most buyers will never pull the trigger, this is a good hack to get their attention.
  6. Do not try to do the entirety of your due diligence before writing an offer. This is a big turn off for brokers and sellers.
  7. If the business is a good fit, then write an offer! During due diligence, you can send your pages of questions. 
  8. Culture is a big deal in West Michigan.
  9. Use a team of advisors that does deals, particularly your attorney. If you try to save every nickel in an acquisition, it will only cost you later. 

*https://www.diomo.com/industry-statistics-that-every-buyer-needs-to-know.html

Why You Should Buy an Existing Business – Rather than Start One

existing businessOwning a business is part of the American dream. It’s very, very common for people with entrepreneurial energy to want to own their own business. Half of Americans will list this as a personal goal. Many of them are focused on starting their own businesses, however, and get bogged down in all of the steps required to make that happen. At Calder Capital, we know that owning a business doesn’t have to mean starting from scratch. There are a number of reasons why buying an already existing business is better than beginning your own, in fact. Let’s go over them.

Benefits of Buying an Existing Business

An existing business has already proven itself to be viable. One of the big gambles entrepreneurs take when they start from scratch is betting on the profitability of the business’s concept. When you buy an existing business, you will know exactly how capable of turning a profit it is. You will not have to invest in real estate or equipment upfront worrying about what it can be sold for if your business concept is a dud. Typically, an existing business has a building, inventory and equipment, a customer base, an established brand, experienced employees, policies and procedures already in place, and relationships with vendor and suppliers.

An existing business has lower initial operating costs. None of the above have to be purchased or cultivated as they already exist. Your initial investment, then, is lower, and you can choose to acquire a business that is paying for itself. You will be able to tackle any unprofitable sectors or aspects with your full focus or put your money into expanding the business instead.

It’s easier to obtain financing for an existing business. As an established business is less of a risk than a start up, lenders and investors are more liking to extend you financing for it. The company already has a history of performance and data about market position, customer base, and competitor for them to pore over, so they will not feel like they are gambling either.

An existing business may have valuable intellectual property that transfers over to you, including patents and copyrighted materials. If your goal as an owner is expansion or even franchising, that intellectual property may be as valuable as the business itself in the long run. Typically this is included in the sale of the business.

Are You Interested in Purchasing an Existing Business?

If you’ve never considered buying an existing business, now is an excellent time to become familiar with what is already on the market. Even if you are not ready to make a commitment in the present moment, familiarizing yourself with the different types of businesses for sale will help you narrow down what you think would be most suitable for you as an owner and a manager down the line.

Calder Capital helps business owners who are actively looking for specific types of companies to acquire. We work with strategic and private investment office buyers nationwide, and we assist with buy side representation for companies that know their acquisition criteria and desire to make numerous acquisitions in the future. We are always happy to introduce qualified buyers to sellers as well.

Every year more than 500,000 businesses change hands. Will 2018 be the year you will realize your dream of owning your own business?

 

Proposed Changes to SBA 7(a) Loans for Acquisition Financing in 2018

Small Business Association (SBA) loans are an excellent way of financing a business purchase as they are partially-guaranteed by the SBA, which means banks are generally happy to use the 7(a) program as they are able to offer loans at favorable terms and risk to buyers. Many buyers rely on the availability of these loans when making decisions about small business acquisitions.

It can be challenging to get an SBA loan, but there’s no doubt that these loans have made buying and selling businesses much quicker and easier. Looking forward into 2018, there will be some changes that will impact acquisition financing, however, and these changes will alter the usual bank/seller financing ratio. Here’s what we’ve learned:

Currently, on loan deals with over $500,000 in Goodwill, the SBA requires 25% equity. The structure is typically 75% from the bank, with the remaining balance on a seller note/buyer equity. For loans with less than $500,000 in goodwill, the structure is 80% bank financing, 20% seller note/buyer equity.  Any seller note is subordinated to the bank and put on full standby for a minimum of 2 years. Buyers have embraced this structure because under the right circumstances they are able to purchase companies with very little money down. 

Under the new SBA rules, they are eliminating the 20-25% minimum equity requirement. Banks will be able to finance up to 90% of the deal. Out of the remaining 10% needed, however, at least 5% must come in the form of cash from the buyer. Any additional money needed for the equity portion that is financed via a seller note needs to be put on full standby for the life of the loan. So if the life of the loan is 10 years, that is the length of the standby period. Ouch. 

sba 7a acquisition financing changes 2018

Pros: SBA will allow financing up to 90% in 2018. Cons: Buyers will be required to bring at least 5% cash.

So how might this play out in real life. Here are some simple examples:

For a business with a $1,000,0000 purchase price, the bank would finance $900,000. Equity from the buyer would equal $50,000 with a seller note for $50,000 (on full standby for the life of the loan). The seller would still get $950,000 at close. The remaining $50,000 would have to be on full standby until the SBA loan is paid off. Once advantage of this versus what exists presently for the seller is that they will walk away with what is most often the most important item to them: cash at close. 

The advantage of this change is that the full standby for the life of the loan is only on the equity portion of these deals. There may be times where because of the industry, the strength of the borrower, or other factors, banks will require more equity. In those cases, banks can finance a second seller note with the buyer making payments from the start.

An example of this would be:

For a business with a $1,000,000 purchase price, the bank would finance an $800,000 loan (due to a perceived weakness). Equity from the buyer would equal $50,000 cash with a $50,000 seller note on full standby for the life of the loan and a $100,000 second seller note where payments start from day 1.

Calder Capital has experience in advising our clients and assisting them in finding the financing they need in order to make a business purchase. After the first of the year, there will be more work upfront in managing seller’s expectations of how they will be compensated for their businesses. When all is said and done, however, in many cases sellers will walk away with more cash at close than they do under the current loan guidelines.

Are you interested in buying or selling a business?

Contact Calder Capital

Please be advised that we take confidentiality seriously. Your inquiry will never be disclosed to a third party and your email address will never be sold!

Are You Prepared for Retirement?

preparedAt what age do you as a business owner plan to retire? Are you prepared? If you are like many small business owners – more than a third of them – you don’t ever plan to fully retire, so making a succession plan or arranging to sell your business does not seem so very pressing a problem. However, there are a number of reasons why preparing for the future is still an excellent idea.

In general, small business owners tolerate financial risk well. They tolerate it quite bit better than they do working according to a corporate schedule. Forty percent of owners report that they “would never work for someone else.” They often feel that they can make the most money going off and starting their own business and investing the profits back into that business, and they are frequently right! However, this strategy only works well as long as the owner can still work. Unfortunately, working forever is an option for none of us. What happens if there is an accident, an illness, or another unexpected event that takes your health or your attention away from your company for a prolonged period of time?

The possibility of a sudden change for the worse is an excellent reason why planning for retirement is a crucial step for maintaining your investment even if you want to keep working for years. Most people assume that their good health will continue or that if they slow down as they age, it will be at a reasonable rate. For the majority, this will be true. Other high-energy, high-stress people are one medical event away from closing the doors to their businesses overnight and at a serious loss.

Calder has experienced numerous situations where a client or prospective client’s health has declined and taken a toll on the business. As recently as 2015, we experienced a situation where one of our clients (aged 65) died in the midst of a negotiation. Others have had heart attacks and their business has declined rapidly. In another instance, a partner died and immediately thereafter sales began to nosedive. One of the most difficult hurdles to overcome in selling a business is overcoming declining sales and profits.

What can you do to prevent that from happening to your investment?

The most crucial step is to reduce the owner dependence of your business. How well does your business run when you go on vacation? Do you have a hierarchy of decision makers in place who can easily fill in and make decisions if you are not there? How well do you delegate? How comfortable is your staff with taking on more responsibility? If you are the only person who has the knowledge or the practice to run your business successfully, its doors will close without you. No one will even want to buy your business unless or until you staff it with capable, confident people who can and will step up to fill a power vacuum. The bottom line is that owner dependence critically lowers the value of your investment.

The second thing you can do is talk to a business broker about your options. Even if you have no intention to retire ever or it’s far too early to think about, it’s still a good idea to know what you can do to increase the value of your business so that whoever succeeds you has the healthiest and best run business possible. A business broker is generally well-suited to give you an indication of your business’ value and also a prospective deal structure. If you care about your company, your workers, your customers, and your bottom line, knowing what your business is worth is essential.

Once you are armed with an appraisal, we recommend taking your business appraisal to your CPA for a tax analysis. Particularly in an asset sale, which is most common, the agreed-upon allocation of assets can have a very significant impact on the actual money you put in your pocket. CPAs are best-suited to conduct this type of analysis because they formally trained to do so and generally have an universal understanding of your sources of income.

Lastly, we recommend talking to a wealth advisor about options for investing the proceeds of the sale. It is important to remember that it can be difficult to impossible to replicate the type of return you get from running a small business in the marketplace. For example, whereas a healthy business may have a 15-20% EBITDA margin, in the market you may realistically only be able to capture 6-8% while simultaneously minimizing risk. The point is that it’s important to understand how long your money will last and what lifestyle adjustments you may need to make.

Calder Capital can help answer your questions regarding retirement or succession and refer you to honest advisors to assist you. We’d be happy to help you in any way you can, so please contact us today.

Employees’ Welfare is a Key Priority for Sellers

EmployeesA Market Pulse Report regarding Q1 business sales for 2017 revealed that after price, concern for what will happen to their employees after a sale tops the list of sellers’ priorities. In fact, 70% of owners stated that employee welfare after a sale was a top concern in this report, published by the International Business Brokers Association(IBBA), M&A Source, and the Pepperdine Private Capital Market Project.

This reflects what Calder Capital has experienced representing small and mid-range business owners over the years. Many, if not most, owners have spent years building their businesses, and employee talent is always an important part of that. Working with the same people over years, these owners consider their employees to be a part of their family, and, as a result, they want to ensure that their jobs will be preserved after the sale and that they will continue to be treated fairly and well. This is a valid concern, given that, after a sale, the control will be out of their hands.

This is one reason why finding the right buyer is more important than finding a buyer. And it emphasizes why it’s important to talk with multiple parties before agreeing to move forward with one buyer. Calder Capital Managing Partner Max Friar noted, “Finding the right buyer, the right fit for your employees, legacy and continuity of your company is like finding your spouse. Your future, your ability to rest at ease knowing what you’ve labored on will be taken care of should not be left to the first party that knocks on your door. It’s absolutely worth it to interview multiple qualified parties. You’ve spent thirty years building your company. Spend three months to make sure you’ve picked the right transition partner!”

A good M&A advisor will work closely with a seller, learning about the business and the seller’s values and priorities so that buyers with conflicting interests can be identified early or presented as they are – a less than ideal match for a sale. Calder Capital also has access to numerous networks of potential buyers so we can cast a larger net for our clients, locating people that other business brokers would not have access to.

What can a seller do to ensure a better transition and result for the workers he or she cares about? There are a number of possibilities:

Communicate with the buyer – The time period preceding the sale is when buyers can “sell” their workers as valuable and necessary. A good selling Prospectus drafted by your M&A representative should highlight the skills and contributions of employees. Sellers should be open about why their employees are assets and what they want their legacy of ownership to be. Good buyers recognize that small business is built on the backs of the employees and often their chief concern is maintaining the employees and work culture.  

Be upfront and flexible with workers – Generally, sellers should not alert their employees of the possibility of a sale. Despite that most, if not all employees’ jobs will be safe post-acquisition, knowledge of a pending sale creates uncertainty and fear amongst employees. Employees may leave seeking a more certain future. Or worse, they may attempt to compete.

If it looks like there will be redundant positions after the sale, sellers can communicate this early on to give their workers time to look for other positions. They can offer flexibility in their work schedules as well, giving them the freedom they need for interviews or job searches.

Sell when the business is successful – If the company being sold is thriving and profitable, that’s the best security for employees. It demonstrates to buyers that the current employee pool and management works well and doesn’t need to be changed.

If you are thinking about selling your business either now or in the future, don’t hesitate to contact Calder Capital. We would be glad to further discuss our process and what we can do to help you leverage your investment into a successful sale that will ensure both your own goals and the success of your employees going forward. Currently it’s a good time to sell a business, but the longer you plan for a sale and the more flexibility you allow for, the better the outcome you can expect.

 

How Many Business Buyers Will Eventually Realize their Goal?

business buyersHow successful are business brokers at selling their clients’ businesses? We’ve talked previously about some discouraging statistics in this industry, specifically the fact that most M&A firms close between 0-3 transactions per year. Richard Parker, of the Business Buyer Resource Center, lists more unhappy truths about the business of buying and selling businesses, including this one:

  • Only 10% of would-be buyers will actually purchase a business for sale.

This means nine out of ten people who want to buy a business will turn away from their goal at some point in the process. They want to own a business, they may have the capital and the experience to run one successfully, but they do not purchase one. So many Americans say it’s a personal dream to own their own business. Fifty percent of Americans either currently own their own business or say they would like to. In fact, since the 2008 meltdown, even more people say they prefer to go out on their own rather than climb the corporate ladder. They are more willing to take the risks and do the work because they know the game has changed. So why don’t they?

First, they do not know what they are doing. Buying a business is like most of the things we do – it’s hardest the first time around. Because it involves making a number of complex decisions and investing a significant amount of money, however, purchasing a business is even more intimidating. A lot is on the line: money, time, career, and, yes, ego.

How do you know what type of business to buy? How do you know which businesses are economically viable? How do you know which specialists to involve in the process so that you’re not exposed to unnecessary risk? What are the pitfalls of the process and which ones are ones worth worrying about? Will you be able to adequately run the business that you decide to buy?

All intelligent people ask these kinds of questions before making a large commitment, and it’s nothing to be embarrassed about if you do not know the answers. That is exactly why business brokers exist – because an experience broker has the experience that will help you answer those questions and buy a business that will be a good fit for your experience and your investment.

A good business broker will act on your behalf to determine if the listings that you are looking at are viable, if they’re a good fit for your experience and skill set, and what the challenges will be once the transaction is complete (there are always challenges). They can point you to resources that will help you navigate the transaction and even prepare yourself for ownership.

Unfortunately, not all business brokers are created equal. A number of them think of themselves as introducers rather than M&A advisors or brokers. As mentioned above, the average M&A firm will only close 0-3 transactions a year simply because their process is more about making connections than about following through and making sure that every part of the process is completed in order and in a timely way.

If you would like to talk to an M&A firm that has a proven record of bringing together buyers and sellers and closing those transactions successfully, call Calder Capital today. We would love to discuss your situation with you and advise you about your options. Don’t let your dream of owning a business fade just because you don’t know where to start or how to proceed.

 

Mergers and Acquisitions: 2016 in Review

2016With the 4Q data now gathered for 2016, it’s clear now that it was another great year to sell a business. It’s useful to examine the trends of recent market transactions so we can get a better idea of what is currently going on in the business brokering market and make predictions about 2017 and beyond. So what does the data say? What is 2016 in review?

We reported last summer that small business sales were up at record numbers for Calder Capital and great for the market in general. In the end, 2016 turned out to be a record year in terms of the number of small businesses acquired: 7,842. In terms buyers and sellers, the market showed signs of balancing out even more. Asking prices for businesses remained consistent, and sale prices ticked up only slightly, which means that both buyers and sellers agree more on fair market valuation.

Not only did businesses sell for listed prices, the time they spent on the market lowered from 188 days in 2016’s first quarter to 160 days in the fourth, a significant drop. From Q4 in 2015 to Q4 in 2016, there was an 11.6% drop in time businesses spent on the market. This was great for sellers, and indicates that buyers were aware of good opportunities and eager to take advantage of them.

Businesses continued and continue to come on the market. Throughout the year, there was a steady supply of business offerings, with business brokers indicating that the large majority were the result of Baby Boomers retiring or otherwise transitioning ownership. The wave of Baby Boomers retiring is far from over, however. It’s ramping up. 2017 should continue this trend, and business brokers recently surveyed revealed that they feel positive about the market going forward. With 13 transactions completed, Calder had a record year of businesses sold, and we currently have many listed opportunities for interested buyers to peruse.  

No one can predict the future completely accurately, and the economy and the regulatory environment are changing, but if you have been considering selling your business or have begun to plan your exit strategy and are wondering if now is a good time to sell, it is. The market has greatly improved over what it was a few years ago, and with better financing options and the business community feeling positive about the direction of the economy following the recent election, 2017 looks very positive. If you would like to talk to a business broker about the details of your specific situation, call Max Friar today at 616-439-1456. We would love to discuss your options with you.

 

What Will the Trump Effect Be on Small Business M&A?

Looking forward into 2017, the big question for Calder Capital and our clients is: will it be a good year for small business mergers and acquisitions or not? Can we expect the positive trend of the last few years to continue, or will changes in politics and economics have a stifling impact on M&A?

BizBuySell.com reported that 2016 was a banner year for small business sales, with 7,842 businesses sold. This number is better than the total for either 2015 or 2014, both of which saw record highs. Business brokers are very satisfied with 2016 and the present market, viewing “an improving small business environment, more owners looking to sell, more qualified buyers on the market, and better financing options” as serious advantages. Median revenue and median cash flow of sold businesses also went up, although sale prices remained stable. At this time the sale-to-asking price ratio is 92 percent. This is an indication that buyers and sellers are increasingly in agreement about what businesses are worth and their power in this market is becoming more balanced relative to each other.

Trump effect

Will Trump Cause More Deals or Will Sellers Hold Back?

Over the course of 2016 the average time it took to sell a business dropped 11.6 percent to 166 days, but an increase in listings in the fourth quarter of 2016 gives interested purchasers plenty of options to choose from going into the new year. As a result, business brokers are expecting sales of small businesses to hold steady or even improve in 2017 and are optimistic for higher sale prices and transaction numbers. When asked, nearly 60 percent of brokers expressed the opinion that the economy, influenced by President Trump’s policies, would encourage more buyers to enter the market.

At a recent panel, West Michigan brokers cited low interest rates, strong business performance, and a continuing stream of Baby Boomers retiring as further pluses.  This is in line with what the International Monetary Fund predicted last month: more economic growth for the U.S. economy in the next two years. Trump’s campaign promises included regulatory reform, tax cuts, and investment in infrastructure, all of which could have a positive impact on small business.

One legislative prospect that would directly affect planning for the future and, therefore, business sales, is Trump’s plan for a revision of the estate tax which would make only capital gains of more than $10 million subject to tax. Another possibility being put forth by the House Ways and Means Committee is the complete repeal of the estate tax. Either option would affect business owners’ ability to pass their businesses on to other family members.

Despite all of the positive news, Max Friar, Managing Partner of Calder Capital, cautioned: “The election of Trump  may have placed a temporary pause on Sellers’ decisions to move forward with the sale of their business. There are two reasons: 1) they are confident in an economic resurgence that will sugarcoat their bottom line; and 2) they are optimistic about tax reform, specifically reduced income tax rates related to the sale of assets taxed at regular income rates. Increased profits and lower taxes are major incentives for Sellers to delay the sale of their companies. I would caution Sellers from relying too much on hearsay. The buyer market is very frothy; we are seeing a lot of buyer competition in the form of multiple offers on companies. Now is certainly a great time to sell.” 

If you are wondering how the market will affect your plans for the future or when you should beginning thinking of selling your business, contact Calder Capital today. We would be happy to discuss the current market, our sales successes, and the options available to you right now.

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What Is Due Diligence?

due diligenceBusiness owners who have been running their companies, managing their employees, and setting and achieving goals for years often find the process of selling their business daunting. In fact, many small business owners try to sell their businesses themselves first and fail. There are a number of reasons for this, but one of them is that they don’t understand exactly what the process entails. The primary steps involved are:

We’ve written about some of these topics before, but today we are going to discuss the critical part of the process of buying or selling a small business called due diligence. So, what is due diligence?

Due diligence is “the process by which business owners conduct a business, legal, and financial investigation of a company in preparation for a possible sale transaction.” This is the buyer’s opportunity to investigate the business completely in order to get a complete idea of its strengths, weaknesses, value, and future. What kinds of things are buyers allowed access to?

  • Tax returns
  • Financial statements
  • Contracts
  • Leases
  • Real estate paperwork
  • Accounts receivable
  • Licenses and permits
  • Intellectual property
  • Inventory
  • Business records

While sellers rightly balk at the idea of letting anyone dig through their private company records, remember that only buyers who are qualified, committed, and have signed a Letter of Intent, agreeing to a certain price and terms, are given this opportunity. Buyers need to negotiate in good faith, knowing that nothing is being hidden from them and that they will not be purchasing a company with pending lawsuits, legal problems, or financial problems or liabilities that extend far out into the future. No one wants to buy a pig in a poke, essentially.  

Why is due diligence critical? It’s critical for a number of reasons. The first is stated above: both parties will learn about the business, how it operates and how well it is operating currently. This is not just good for the buyer. In fact, conducting due diligence before a sale can be beneficial for the seller as well. When problems are discovered and can be resolved before price negotiations occur, the seller has a better chance at getting an offer that is in range with his needs and wants. Also, due diligence allows for both parties’ legal teams to be able to draft the kinds of documents necessary to ensure a smooth business transaction and transfer process. Without those details, this would be impossible.

If you have any questions about due diligence and how it can impact a sale, we at Calder Capital would love to discuss our own process and where that factors in. We have considerable experience walking buyers and sellers through the steps and know the kinds of problems or surprises that are likely to come up. Call us today if buying a business or selling one is in your future. The sooner you begin to plan, the smoother the process will be.

The Most Important Question When Hiring A Business Broker / M&A Firm

By Max Friar

people

70% of M&As close no more than 3 deals per year!

When the time comes to sell a business, no matter the reason – retirement, burn out, other business opportunities – owners are concerned with the final result: a quick, smooth, confidential sale to the right buyer for the best price and terms. A lot of brokers tout their “proprietary process” or the credentials of their team members when attempting to solicit new clients. While no doubt the experience of the M&A team and their methods of operation are important, Calder Capital believes that the end result is what matters most – successfully closing the transaction to the satisfaction of the client!

If you agree that successfully closed transactions are the goal, then you should agree that choosing your broker/M&A advisor based on closings should be a priority. So, perhaps the most important question to ask a prospective M&A Advisor is: “In the last 12 months, how many transactions has your firm closed?”. While you might expect most brokers to say 5, 10, 15, the truth may shock you.

Here is the truth: Most M&A firms complete between zero and three transactions per year. According to 2013 data Sutton Place Strategies compiled about middle-market deals, of 637 North American active M&A Advisors, more than 300 of them closed only one deal that year. While larger brokers like Raymond James and Houlihan Lokey closed 41 deals in 2013, 70% of M&As closed no more than three. Read that again: a majority of M&A’s closed only 0-3 transactions in a full year’s time.

In the twelve months preceding November of 2016, Calder Capital has successfully closed 14 transactions. Equally as important, our associates closed an average of two to three deals per year individually. We accomplished this because Calder has both the follow-through and the networking contacts to make these sales happen. As a business that wants to have more business, it’s our goal to close transactions, not make introductions and “hope” it works out. We’ve discussed what differentiates an “introducer” from an M&A advisor, but in essence, our strategy involves:

  • Expanding our network of buyers every single day.
  • Screening our buyers to determine if they are serious about an acquisition and able to make that kind of commitment before making an introduction to a seller.
  • Compiling all necessary client documentation in a way that is both comprehensive and interesting to potential buyers.
  • Marketing confidentially, yet aggressively, to our wide network of buyers and professional advisors.
  • Working closely and determinedly with our clients and buyers to get the deal done.
    This means that we market a business to tens of thousands of potential buyers, typically 50-100 buyers will typically request further information, 30-50 of these will sign a non-disclosure agreement and become qualified to review information. Of those, 15-20 will request an introduction to the seller or a showing of the business. Generally two to five buyers will submit offers, and two of those will be in line or better than our expectations in terms of price and conditions. After that, another successful transaction is concluded.

This is the way Calder works for our clients, and it’s how we are able to close 10+ transactions in one year. If you’re concerned about how the selling of your business will go or frustrated with what your current broker is doing or not doing for your business, please do not hesitate to give us a call. We are here to make successful sales happen. Contact us today!

 

Calder Capital, LLC

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