What is included
- 2 to 3 years of the business's sales, expenses and earnings rebuilt from the documents you provide, with reported sales tied month by month to bank deposits.
- The tax returns compared with the P&L you were shown.
- Each add-back on the seller's list marked as supported, partly supported or not supported by the documents.
- Customer concentration and working capital trends, where the documents allow.
- Research in public sources on the business and its principals: court records (lawsuits, judgments), tax liens and UCC filings, business registrations, licenses and permits, online reviews and complaints, competitors and the local market.
- A written evaluation: a one-page bottom line, the evidence behind each finding, and the questions to put to the seller.
- A 30-minute kickoff call and a follow-up call after the seller answers.
Documents we need
- 24 to 36 months of business bank statements, all accounts.
- 2 to 3 years of business tax returns, with all schedules.
- The seller's P&L for the same years, plus year to date.
- The seller's add-back list (often in the broker's offering memo).
- A customer list with sales by customer, if the seller provides one.
Findings cover only what the documents and public sources show. The written evaluation is due 7 business days after we have the documents.
What it is not
- We are not a CPA firm. This is not an audit, review, compilation or any other attest service, and it is not a CPA quality of earnings report. If your lender requires one, you still need it.
- We give no assurance or opinion on any financial statements, and we do not verify that documents are genuine.
- It is not legal, tax or investment advice, not a valuation, and not a recommendation to buy or not to buy.
- Public-records research uses only publicly available sources. It is not a consumer report or a credit, criminal or employment background check.
- We do not contact the seller, the seller's advisors, banks, customers or employees.
You and your own advisors (attorney, CPA, lender) make every decision about the deal.
Fees
One fixed fee, set by deal size and agreed before we start. Half to begin, half on delivery. No hourly billing, no add-ons and no discounts.
| Deals up to $1M | $3,000 |
| Deals $1M to $2M | $4,000 |
| Deals $2M to $3M | $5,000 |
Referral partners. When an M&A attorney, accountant, business broker or lender refers a client to us for the first time, that client's evaluation is free, with the same scope. Every later client pays the fee above. We don't pay or accept referral fees.
Liability
Our total liability for any engagement is limited to the fee paid for it. For a free referral engagement, the fee paid is zero. We are not responsible for errors or gaps in the documents or public sources.
Confidentiality and your files
- We use your documents only for your evaluation and share neither the documents nor the findings with anyone else.
- We will sign your NDA or the seller's.
- We delete your files 30 days after delivery, or sooner if you ask.