Last week I told you I had two conditions on the board — two clinical aesthetics deals advancing in the same market, both getting the same honest workup. This week they're both off the board.

The med spa hit a wall on price. I went through the full process — assembled a lender, brought in a specialized attorney, ran the numbers through my financial team, and put a term sheet together for the first time. The seller's floor was well above my ceiling. Even beyond the price, the risk profile had flags I couldn't look past: a single provider generating nearly a third of revenue, a concentrated client base tied to that provider, and only two years of verified financials. The gap wasn't bridgeable.

The skin and laser clinic was cleaner. I worked through the tax returns line by line, and the cash flow wouldn't support leaving my clinical income. The math didn't lie.

Two decline emails. Same afternoon.

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In medicine, M&M is Morbidity and Mortality conference. Every hospital has one. A physician stands up in front of the department and presents a case that didn't go the way anyone wanted. A complication. A poor outcome. Sometimes a death.

The room isn't there to assign blame. M&M exists because the only way a department gets better is by looking honestly at the cases that went wrong — not just the saves. You walk through the timeline. You identify the decision points. The room asks questions, and you answer them without defensiveness: What did you know? When did you know it? What would you do differently?

The discomfort is the point. If it were comfortable, it wouldn't change anything.

That's where I am this week. Two deals I put real work into — weeks of analysis, conversations, a site visit, a term sheet — and neither one converted. Not because the process failed. Because the process worked. The workup identified real risks. The financial model held its line. The ceiling I set before I ever looked at these deals is the same ceiling that told me to walk away. The system didn't break. The deals just weren't the right match.

But M&M isn't about saying "the system worked" and sitting down. It's about asking what you'd do differently. And the honest answer is: I'd get to the numbers faster. I spent weeks building conviction on operations and market fit before I stress-tested whether the price and cash flow would actually work for my financial structure. Next time, the financial filter runs earlier — before the site visit, before the attorney, before I start building the team around a deal that might not survive the math.

The other thing M&M teaches you is that the infrastructure you build for one case doesn't disappear when the case ends. I now have a healthcare-specialized SBA lender. I have an attorney who knows this space. I have a contact inside my financial planning firm's M&A department. I built that team for deals that didn't close — and every one of them is still on my bench for the deal that will.

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Pipeline is clear. Two deals dead. Flooring still on hold — same boundary as before.

I sent professional declines to both brokers this week. One responded and offered to send updated CPA-prepared financials. I told him to go ahead — but the price structure doesn't align with what I can execute.

The board is empty. It's been empty before — and every time, the sourcing system refilled it. The difference now is that I've been through the full process once: sourcing, triage, NDA, records review, site visit, term sheet, lender, attorney, financial advisor. Twenty-two weeks ago I didn't know what a deal box was. This week I assembled a deal team and made a formal offer. The outcome wasn't what I wanted. The reps were exactly what I needed.

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Back to sourcing. The filters are set. The deal box is proven. The lender, the attorney, and the financial contacts are warm — they don't need to be rebuilt.

And carry the M&M forward: the financial structure filter moves up in the process. Before I fall in love with the operations, I need to know the numbers can work for my model. That's the one change this round taught me.

Twenty-two weeks. The board is clear again. But the physician presenting at M&M this week is not the same one who walked in.

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— Joe & Lacy

Present the case. Take the questions. Get better.

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