Acquisitions & Transactions

Read the target properly before you commit. The financials rarely tell the whole story — and sellers know that.

◆ The Situation

You are looking at an acquisition. Or someone has approached you about buying yours. On the surface, the numbers look reasonable. Revenue is real. The business has customers. The seller's explanation for why they're selling is plausible. And yet something feels uncertain. You don't know what you don't know. And in a transaction, what you don't know is what costs you.

Acquisitions and transactions are the highest-stakes decisions most business owners ever make. They are also the decisions where the information asymmetry between buyer and seller is greatest, and where the quality of the financial analysis most directly determines the outcome.

◆ The Complication

Investment banks and M&A advisors provide transaction support for large deals at fees that assume large deal economics. At the level where most owner-operator transactions happen — $500,000 to $10M — the support structure has traditionally been thin. An accountant who reviews the financial statements. A lawyer who reviews the purchase agreement.

Neither is conducting a systematic diagnostic of why the business performs the way it does, whether that performance is sustainable, or what the real cost base looks like once you normalize for owner compensation and related-party arrangements.

◆ What We Do

We conduct full buy-side due diligence — reading the target's financials the way an operator would, not just confirming the numbers add up. We identify the adjustments the seller's presentation doesn't make: owner compensation normalization, related-party revenue, one-time items presented as recurring, customer concentration that creates post-acquisition revenue risk.

We build the financial model for what the business actually looks like after Day 1, under your ownership, with your cost structure. We identify integration risks, key-person dependencies, contracts that don't transfer cleanly, and capital requirements that don't appear in the asking price.

For business owners being approached about a sale, we provide the same rigour from the sell side: what your business is actually worth, how to maximize it before going to market, and how to structure the transaction to protect the outcome.

◆ What it looks like in practice

A buyer reviewing a $2.8M acquisition target is presented with normalized EBITDA of $340,000. Diligence work identifies $127,000 of that normalization as overstated — two customers representing 31% of revenue are on month-to-month verbal arrangements with no contract, and one has an undisclosed relationship with the seller. The buyer renegotiates the purchase price. The deal closes at $480,000 below the original offer.

Every engagement starts with a diagnostic — a structured read of the business before any advice is given.

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