Jared Johnson sits down with M&A advisor and serial entrepreneur Christine McDannell, founder of The Magnolia Firm, to unpack a deal that did not go as planned. Christine shares how an acquisition of a dance and fitness studio moved from seemingly profitable to cash-flow negative once she took over operations. They walk through what she missed because of speed, compressed diligence, and incomplete financial visibility, including licensing costs, seasonal revenue swings, and marketing spend that lived outside the books. Christine explains why raising pay and funding upgrades early created unintended expectations, how customer and operational pressures compounded the situation, and why working capital is the difference between surviving a rough stretch and being forced to shut the doors. The conversation challenges the idea that buying businesses is easy and highlights how even experienced operators can misstep when timelines are rushed and the full expense picture is not visible.

Main Takeaways:

1. Speed compresses diligence and increases the odds of missing material risks
2. A business that looks profitable can become unprofitable quickly once all true expenses hit the buyer’s books
3. Working capital determines whether a downturn becomes temporary or fatal
4. Marketing spend and other costs can be obscured when accounts sit outside the primary P&L
5. Immediate raises and visible capital improvements can create entitlement and escalating demands
6. Seasonality can materially impact revenue and must be stress tested before closing
7. Customer service businesses carry emotional and operational volatility that buyers often underestimate
8. Not every concept is best acquired; some are better built from scratch with rent and unit economics designed correctly
9. Transparency about failures helps reset expectations and protects new buyers from unrealistic narratives

Episode Highlights:

1. Christine’s background: 22 years as an entrepreneur, 10 startups, acquisitions, roll-ups, and turnarounds
2. Launching The Magnolia Firm in 2021 and advising sellers while continuing to acquire businesses personally
3. The trigger: seeing a studio opportunity and moving quickly after the seller shut it down
4. Operating under LOI: taking over operations immediately while still finalizing purchase terms
5. Reactivating customers after a sudden closure and attempting to stabilize revenue
6. Underestimating licensing, regulatory, and operating costs that surfaced post-close
7. Early missteps: raising pay immediately and funding upgrades without validating margin stability
8. Discovering hidden marketing expenses and incomplete

In today’s M&A market, the difference between a clean transaction and a painful one often comes down to pricing discipline, seller integrity, and how prepared the buyer is before the first call.

In this episode of Before You Buy or Sell a Business, Jared Johnson sits down with Greg Kovsky, President and CEO of International Business Associates (IBA), the Pacific Northwest’s largest and oldest business brokerage firm. Greg has spent more than 30 years in the industry and has personally facilitated over 300 transactions. He shares what he’s seeing in the last 12–18 months, why buyer demand is the strongest he’s seen, and how retirement-driven transitions will continue to fuel deal volume for years.

Greg also explains IBA’s paid-on-performance model, why they only take about one out of three potential listings, and the three reasons they will refuse to represent a seller. On the buyer side, he breaks down exactly how to stand out in competitive processes, why relevant experience matters for SBA-backed acquisitions, and why full financial transparency is non-negotiable. Finally, Greg gives a practical take on where AI helps and where it can mislead, especially when valuing businesses without local and state-level context.

Main Takeaways:

1. Buyer demand is the strongest Greg has seen, driven by a growing “buy and build” culture
2. Retirement-driven ownership transitions are expanding supply, but quality sellers still have options
3. Paid-on-performance brokers have built-in incentives to price honestly and only take sellable deals
4. IBA only lists about 1 out of 3 businesses: unrealistic value expectations, weak business model, or lack of seller integrity
5. Due diligence should “follow the money”: verify deposits, review bank statements, and drill into expense detail
6. Buyers stand out by being ready early: resume/bio, personal financial statement, banker pre-qual, CPA and attorney
7. Relevant experience matters, especially under SBA guidelines, because you cannot sell “management ability”
8. AI can support marketing and education, but valuation still requires local knowledge and tax context

Episode Highlights:

[00:00] Intro: Greg Kovsky and IBA’s transaction footprint

[03:05] What’s changed in the last 12–18 months and why demand is so high

[06:10] The rise of buyer demand from “buy and build” entrepreneurs

[09:20] Why retirement-driven transitions will keep deal flow strong long-term

[12:10] Exit cycles: why entrepreneurs often sell and move on within 7–8 years

[14:35] Immigrant buyers and the Pacific Northwest tech corridor

[17:15] What sellers care about: protecting employees, customers, vendors, and legacy

[19:40] Paid-on-performance vs. upfront fees: incentives, pricing, and sellability

[23:15] Why overpricing hurts sellers and can cost years of exit timing

[25:40] IBA’s screening: the three reasons they refuse a listing

[29:10] Integrity red flags: moving expenses across entities and why diligence matters

[34:10] “Follow the money”: bank statements, QuickBooks detail, and full disclosure

[37:30] Training brokers: why this job requires legal, tax, finance, real estate, and psychology

[41:50] How buyers stand out: preparation, financial strength, and a built deal team

[46:05] Fit...

Jared Johnson sits down with Andy Allaway, CEO of Empire Flippers, one of the largest marketplaces for buying and selling online businesses. Andy shares how the company built a global platform that lists only 5 percent of submitted businesses, vets every seller, verifies every buyer, and has facilitated thousands of acquisitions ranging from high five figure deals to eight figure exits.

Andy explains why the online business market has matured significantly in the last decade, how valuation expectations shifted after the zero interest rate era, and why today’s buyers are far more sophisticated in due diligence. He breaks down Empire Flippers' internal valuation methodology, their strict criteria for accepting a listing, and how their engineering and sales teams use technology and human oversight to efficiently match buyers to opportunities.

Jared and Andy walk through what is actually happening behind the scenes of a digital marketplace. They discuss creative deal structures, the rise of SBA financing for online businesses, the normalization of quality of earnings reports, buyer behavior trends, the impact of AI on different business models, and why co brokering high quality listings is becoming a meaningful expansion channel for Empire Flippers.

Andy also shares why he believes e commerce remains one of the most resilient acquisition categories in a world increasingly shaped by AI and why productized, transferable businesses like faceless YouTube channels are becoming a fast growing asset class among buyers.

Main Takeaways:

- A highly selective vetting process means only about 5 percent of businesses submitted to Empire Flippers are accepted

- Strong financials, clean books, realistic valuations, and stable trends are critical to a seller’s eligibility

- Many sellers remain psychologically anchored to inflated valuations from the 2020 to 2022 period

- Buyers today are more sophisticated and expect clean financials, organized records, and clarity on trends

- Due diligence has matured and exclusive due diligence periods, quality of earnings reports, and buyer side advisors are now common

- Empire Flippers verifies buyer identity and liquidity before granting access to listings in their price range

- AI enhances buyer matching by analyzing thousands of historic CRM notes to surface relevant opportunities

- Co brokering is expanding the marketplace by bringing in high quality listings from a select group of trusted brokers

- E commerce continues to perform strongly because AI enhances rather than replaces the business model

- SaaS valuations remain high but are more vulnerable to disruption from rapid AI advancements

- Sellers should have accurate books, a true understanding of profitability, and realistic valuation expectations before going to market

- Buyers benefit when marketplaces maintain strong vetting so they are not wasting time on stale or overpriced listings

- Market cycles influence both valuation expectations and the creativity of deal structures

- Remote first companies can build strong global teams and attract diverse buyer and seller pools

- Leadership, culture, and flexibility are powerful motivators for teams in digital first organizations

Episode Highlights:

[00:00:40] Empire Flippers overview and how the online business marketplace has evolved

[00:01:36] What types of online businesses qualify for the platform

[00:03:22] Why only 5 percent of submitted businesses pass the vetting process

[00:04:14] Common reasons listings are rejected and how sellers can better prepare

[00:05:22] How Empire Flippers validates financials, builds P and Ls, and packages listings for buyers

[00:08:07] Seller psychology and the lingering impact of inflated 2020 to 2022 valuations

[00:10:00] How valuation ranges are established and why realistic...