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Podcasts

Episode 203 – Dirty Books, Dirty Exit: How Personal Add Backs Sink Valuations

Andy and Doug break down a common but costly problem for business sellers: running personal expenses through the company aka add backs and how that practice destroys value and scuttles deals. Using real examples from current engagements, they discuss cases with 30–40% of SDE tied up in personal expenses and explain the buyer and bank perspective.

Topics include valuation approaches (SDE vs. EBITDA), why lenders — especially SBA‑backed banks — have tightened underwriting, the trust and character issues personal add backs raise, and financing failures caused by unverifiable expenses. The hosts also cover practical next steps: getting a neutral third‑party valuation, cleaning up books (and converting perks to proper salary), deciding whether to sell now or keep-and-grow, and revisiting the market with clean numbers.

Episode 202 – I Signed, Then Panicked

In this episode, Andy and Doug share the unique case of seller remorse after closing. They unpack a deal where the seller tried to back out after paperwork and funds were finalized, and the reasons behind the panic — from not reading 100+ pages of documents to being locked out of systems when ownership transferred.

They discuss practical lessons for buyers and sellers: clear communication, documented training plans, locking and transferring system access, due diligence expectations, and the emotional identity shift owners face post-sale.

Episode 201 – Buyer Diligence

Andy and Doug unpack a recent deal that raised multiple red flags and share practical lessons on buyer diligence. They discuss real examples — a private equity buyer with no website, flimsy pitch materials, and unverifiable funding — and how those issues forced them to pause an LOI and protect the seller.

The episode covers why the digital footprint matters, what basic buyer information to collect (funding source, past acquisitions, team members, references), how seller financing changes the due diligence stakes, and simple vetting steps brokers should adopt to avoid embarrassment and risk. Expect candid stories, actionable best practices, and a reminder to vet buyers before sharing confidential seller information.

Episode 200 – 4 Years, 100+ Deals, and the Secrets Behind Apex’s Success

Andy and Doug celebrate the podcast’s 200th episode while reviewing four years of growth and key lessons from 2025. They discuss firm milestones—new offices, an expanded advisor team, and over 100 deals closed—and operational improvements such as professional CIMs, a refreshed website, and a disciplined approach to pricing and buyer qualification.

The episode covers industries that performed well (HVAC, electrical, residential services, healthcare, manufacturing), lender financing strategies, how Apex maintains a high close rate, the growing role of AI, and advice for new brokers.

Episode 199 – How to Read, Negotiate, and Protect Your Sale with an LOI

Andy and Doug walk listeners through a real-world 30+ page Letter of Intent, explaining the sell-side advisor’s role and the practical steps sellers should take when an LOI arrives. They discuss how to spot deal structure and financing terms, what to expect in due diligence, and when to involve attorneys.

Topics covered include purchase price and structure, seller financing and preferred equity, earnouts, working capital adjustments, retrade risks, timelines for diligence and closing, access to employees, confidentiality and non-solicitation provisions, and the interplay between employment agreements and non-competes.

Episode 198 – No EBITDA, No Loan

Andy and Doug discuss a recent near‑$50M retail deal that failed to close, exploring how high revenue masked critical issues like bloated overhead, supplier pricing ties to brick‑and‑mortar operations, and unclear divisional accounting.

The episode covers the market’s reaction to the deal, buyer interest in an e‑commerce carve‑out, requirements from lenders (including QOE reviews), common buyer types (from underfunded dreamers to experienced turnaround investors), and why ‘‘no EBITDA, no loan’’ remains a hard reality.

Key takeaways: the importance of clean financials and realistic working capital, risks of seller financing and earn‑outs, how the market’s brutal honesty guides strategy, and practical lessons for buyers and sellers navigating challenging transactions.

Episode 197 – Inside the M&A Source Conference: EBITDA, Culture Checks, and Sell‑Side QofE

Andy and Doug recap their takeaways from the M&A Source Fall Conference in Phoenix, comparing IBBA vs. M&A Source formats, deal rooms, and buyer mandates.

They highlight practical lessons for sellers and advisors: the enduring importance of EBITDA, the need for operational/sales/finance leadership beyond the owner, the rise of sell‑side Quality of Earnings/Valuation work to reduce retrades and speed closings, and the growing practice of culture testing for post‑acquisition integration. The episode also covers market timing—private equity is expected to deploy capital more aggressively in Q4 2025–Q1 2026.

Episode 196 – Best of: Live from The Entrepreneurs Alliance

Join hosts Andy Cavanaugh and Apex president Doug Hubler in this Best Of Episode for a live recording at the Entrepreneurs Alliance as they walk through real-world “Seller Blunders” that derail transactions. The episode covers common pitfalls such as running personal expenses through the business, unfiled tax returns, misreported finances, commingled revenues, and improper staff reductions.

Doug and Andy share true stories and practical warnings — from $30,000 personal cruises run through a business to plastic surgery expenses, missing payroll and sales taxes, and the risks of DIY sales processes that lack proper market exposure or legal protections. They explain how these issues affect bank financing, valuations, and deal closings.

Episode 195 – Persistence Won the Deal

Andy and Doug recount a two‑year sale that survived ghosted buyers, retrades, PPP/EIDL complications, state licensing hurdles in the home healthcare space, and multiple competing offers. Hear how cash buyers and private funding ultimately got to close, why membership interest transfers mattered for licensing, and how the team handled diligence, QofE challenges, and buyer qualification.

Key takeaways include the importance of strategic buyer screening, maintaining a buyer backup list, creating urgency with competing offers, and the seller’s perseverance through extended market cycles. Expect real-world M&A lessons, closing stories from Cabo, and practical advice for buyers and sellers navigating complex regulated industries.

Episode 194 – Closing a Liquor Store Deal in Iowa

Andy and Doug break down a recent liquor-store sale in Iowa — a deal that started as a 2022 planning conversation and ended in a fast, bumpy close. Topics include the differences between title-company and attorney-state transactions, valuation and deal allocation between business and real estate, and the critical role a broker plays when a named buyer struggles to get bank financing.

They discuss challenges with a hotel-owner buyer who preferred conventional lending over SBA, how Apex shopped lenders to bridge the goodwill gap, issues with settlement-statement errors (including Iowa tax stamps), and the decision to enforce an exclusivity deadline. The episode highlights practical lessons on seller counseling, financing options, and why getting a deal to close often takes more work than finding the buyer.