Covers
- Normalized earnings with every adjustment supported
- Add-backs a buyer is likely to challenge, flagged early
- Working capital history and the likely peg
- The financial documents in the data room
Transaction Services
Buyers will test every add-back in the first week
A sale process moves faster when the earnings bridge, the working capital history and the documents behind them exist before the buyer's diligence team asks for them.
Book a callWhat's included
- Normalized EBITDA with each adjustment tied to the general ledger
- Add-back validation with the support a buyer will ask for
- Monthly working capital history and a view on the likely peg
- Data room index and the financial documents behind it
- A list of the questions we expect from buy-side diligence
How it runs
How it's priced: Fixed-fee project
Read the numbers like a buyer
We review the trial balance, management accounts and adjustments the way a buy-side team would.
Support every adjustment
We tie each add-back to source data and drop the ones that will not hold.
Prepare the engagement
We organize the data room financials and write up the questions to expect.
How we keep you updated
- A written status note every week, and a call when something needs one
- You review the draft before anyone else sees it
- A call before findings are shared
- Findings that affect price come with one clear recommendation
What it covers, and what it does not
Does not cover
- Running the sale process or finding buyers: your banker or broker
- What the business is worth: your banker or a valuation firm
What you receive
Earnings bridge
Reported to normalized EBITDA, with each adjustment and the document behind it.
Add-back register
Accepted and rejected items side by side, so a buyer sees what was tested.
Data room financials
An indexed set of the financial documents a buyer's diligence team will request.
Financial due diligence add-back register
Each claimed add-back has to pass three checks: it does not recur, a document backs it, and a buyer's diligence team would accept the explanation. Rejected items stay on the page, because a schedule that only moves the number up does not get believed.
| Adjustment | Amount | Basis | Result |
|---|---|---|---|
| Reported EBITDA | 1,420.0 | ||
| Owner pay above a market replacement salary | +180.0 | Owner salary compared with a market salary for the role; the market salary stays in the cost base. | Accepted |
| Related-party rent adjusted to market | +48.0 | Warehouse leased from the owner's property company above comparable local rents. | Accepted |
| Personal expenses run through the business | +36.0 | Itemized from general ledger detail: personal vehicle, travel and club dues. | Accepted |
| Legal settlement with a former supplier | +62.0 | One settlement agreement, with no similar cost in the prior three years. | Accepted |
| Annual trade show | (40.0) | Claimed as one-time, but booked in each of the last three years. | Rejected: it recurs |
| Estimated owner travel | (25.0) | A round-number estimate with no ledger support. | Rejected: no document backs it |
| Software migration | (55.0) | The system is replaced on a regular upgrade cycle. | Rejected: it recurs on a cycle |
| Adjusted EBITDA | 1,746.0 | Accepted add-backs 326.0. Rejected 120.0, not taken. |
Illustrative. Northgate Distribution Co. is a fictional business built to show the format.
Who it's for
I have worked buy-side and sell-side diligence, testing quality of earnings and the adjustments behind it. Sell-side readiness is that work, done before the buyer does it.
Sushil Krishnan (Soosh), Founder
Questions we get
When should we start?
Before a buyer's diligence team is in the data room. The earlier the add-backs are supported, the fewer surprises once exclusivity starts.
Will you tell us what the business is worth?
No. We prove the earnings and prepare the engagement. Value belongs to your banker or a valuation firm.
More in Transaction Services
Ready to talk through the engagement
A short intro call to see if this is the right work.