Practical transaction-diligence guides for buyers, sellers, searchers, independent sponsors, and advisors in the lower middle market. Plain-language coverage of QoE, earnings adjustments, working capital, accounting quality, and the financial issues that move deals.
Accurate books can still overstate sustainable EBITDA when seller-specific labor, property, equipment, or services have to be replaced after closing.
New to QoE? Start HereWhat a QoE covers, who needs one, what it costs, and how it differs from an audit or review.
Read the foundational guide →Accurate books can still overstate sustainable EBITDA when seller-specific labor, property, equipment, or services have to be replaced after closing.
10 min readRead → Due Diligence · AccountingMost of the balance was already old last year, and some of it had already been collected off the books. Why an aging report is an assertion to test, not evidence to rely on, and how to allocate the collection risk before you close.
14 min readRead → EBITDA & AddbacksA real theft loss is not automatically a real addback. Use a three-condition test to decide whether the loss is nonrecurring, properly measured, and actually eliminated going forward.
13 min readRead → Due Diligence · LaborA doctor paid 30% under market, insured through her husband's employer, holding up the whole margin. In producer businesses, under-market pay looks like profit until the day you own it. How to price the reset before you sign.
8 min readRead → QoE FundamentalsA buy-side QoE runs anywhere from $2,000 to $50,000, a spread wide enough to be useless on its own. What actually moves the number, what the market charges in 2026, and how to size the scope to the deal.
7 min readRead → Due Diligence · LaborA payroll ledger where every employee clocks a perfect 40, every week, isn't tidy bookkeeping. It's a wage liability behind you, a cost step-up ahead of you, and a warning about every other number in the data room.
9 min readRead → Pre-LOI DiligenceA CIM is a starting point, not a verdict. What a seller owes you before an LOI, what waits until after, and why how they respond matters as much as the numbers.
8 min readRead → Due Diligence BasicsSome businesses look profitable only because a related entity absorbs the costs or supplies the revenue. If it isn't part of the sale, neither is the profit.
6 min readRead → Accounting QualityA seller's books show you when money moved, not what the business earned. What cash basis accounting hides from a buyer, and why converting to accrual is standard diligence.
8 min readRead → M&A FundamentalsEveryone loves to dunk on EBITDA. Buffett called it misleading. Munger had a more colorful name for it. Here's why the metric still earns its place in M&A valuation, and where it doesn't.
10 min readRead → Market ContextMicrosoft and Uber just gave the rest of us a free preview of what AI actually costs once the subsidy thins out. If your plan to make the debt work involves AI doing some of the heavy lifting, read this first.
9 min readRead → ETA & Independent SponsorsIndependent sponsors face a conversion challenge traditional PE doesn't: Turning soft LP interest into hard capital commitments. Third-party QoE provides the documented validation that LPs and lenders increasingly expect.
7 min readRead → EBITDA & AddbacksAddbacks are where deals are made and where buyers get burned. Learn what's legitimate, what requires scrutiny, and what should raise red flags.
8 min readRead → M&A FundamentalsSellers use two different earnings metrics depending on business size. Knowing which one you're working with changes how you read the numbers and underwrite the deal.
7 min readRead → QoE FundamentalsBoth reports look at the same financials. What differs is who commissioned the work, what questions they're answering, and whose interests the analysis serves.
7 min readRead → EBITDA & AddbacksNot every addback is fraudulent. Some are just optimistic. Knowing the difference before you get to the LOI stage can save you from a deal that doesn't hold together.
9 min readRead → ReferenceA plain-language glossary of 60 key terms in lower middle market M&A, ETA and search fund deals, and Quality of Earnings due diligence.
ReferenceRead → QoE FundamentalsA plain-language guide to what a QoE covers, how it differs from an audit, what buyers and sellers use it for, and where it fits in a transaction.
10 min readRead →60 key M&A terms defined in plain language, formatted as a branded reference guide you can keep on your desk throughout your search. Free download, no email required.