The SMB Deal Hunter Podcast

He's done 200+ QofEs. Here's what sellers don't want you to know | Mubarak Shah

Feb 27, 2026
Mubarak Shah, CPA and M&A advisor who has completed 200+ quality-of-earnings reviews, explains the financial sleights sellers use to inflate EBITDA. He breaks down what a QoE actually does and why lender underwriting often misses red flags. Short, practical takes on working capital, add-backs, asset vs stock deals, and how to speed up a QoE without derailing a transaction.
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INSIGHT

Working Capital Is The Most Misunderstood Term

  • Working capital is widely misunderstood; definitions vary and it directly affects the cash available day one and the purchase price.
  • Typical market norm is 1–2 months working capital, but seasonality and industry can require 3–6 months.
ADVICE

Compute Working Capital From Trailing 12 Months

  • Calculate working capital from trailing 12 months, strip non-operational items, and adjust for seasonality; aim to negotiate 1–2 months left in the business if possible.
  • Use a revolver/LOC to bridge day-one cash shortfalls.
INSIGHT

Asset Sales For Buyers Stock For Sellers

  • Buyers generally prefer asset sales for liability protection and tax step-up; sellers prefer stock sales for capital gains treatment.
  • Exceptions include government contracts and healthcare where buyers may accept stock sales to preserve contracts.
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