Same format you receive. The subject is my own 2024 purchase, worked up from the documents that were sitting in my file before I signed anything. Nothing here needed information I did not already have.
A workup is a screen, not an audit. It answers three questions: is the earnings number real, is the price fair, and what should you demand before you sign. It runs on whatever the broker gave you, plus twelve questions you answer first. Yours comes back in three business days with your deal's numbers in place of mine, and it is written to be read by somebody who has never bought a business before.
One fair objection first: I already know how this deal turned out, so of course the report finds the problems. Check the sourcing as you read. Every finding below is tied to a specific document that was in my folder before I signed, and no finding uses anything I only learned after closing. Where later reality confirmed a finding, it is labeled as confirmation and kept out of the analysis.
| Business | Mobile lubrication and oil service for fleets and heavy equipment, Utah |
| Asking price | $449,000 |
| Financing | SBA 7(a), $410,000, ten year term |
| Stage at review | Documents in hand, nothing signed |
| Documents provided | Sales package (CIM), four years of federal returns with depreciation schedules, asset list, employee questionnaire, loan working capital model |
| Documents missing | Customer list with revenue per customer, monthly financials, the fourth year of revenue history |
| Turnaround | 3 business days from receipt |
Findings trace to these documents or to the intake answers below
Every workup starts here. Before I read a single page, you answer twelve questions about what has happened around your deal: what got said, what you asked for and did not get, what you have seen with your own eyes, and what is quietly bothering you. Your documents only contain what the seller chose to write down. The questions are how I find out what is underneath them.
Below are four of the twelve, answered the way I would have answered them in April 2024, before I signed anything. Nothing here required hindsight. I knew all of it and did nothing with it.
That the winter slow season is not a big deal. He said it on a call. I asked casually, got a reassuring answer, and never asked for a document.
Led to Finding 04
The customer list. The asking price includes "all customer/client lists," and I was told I would receive it after closing.
Led to Finding 03
No. I have not seen the truck work a loaded route, and nobody independent has looked at it. I did not want to make demands that might blow up the deal.
Led to Finding 02
I have been told other offers are coming in hot and heavy. I have never seen one, and I am moving faster because of it.
Led to Finding 07
Notice what those four answers are: a conversation, an unmet request, something unseen, and a feeling. Not one of them appears in any document in the file above. Three of the seven findings in this report started as an answer to a question rather than a line in a tax return.
Do not sign at $449,000. The business itself is real. It has genuine customers, genuine revenue, and it works. The price is built on an earnings number that only exists while the owner does a full time technician's job for free, and it is supported by no verified document in the file.
Three things would have to be true before this deal is worth doing at anything near asking, and none of them can be established from what is currently in the file: that the earnings survive paying a real wage for the work, that the customer base is not concentrated in a handful of accounts, and that the equipment is worth what the sale documents say it is. Sections 02 through 04 show that the file already argues against all three.
Take the price to the documented value, ask for the five missing items in Section 05, and be genuinely willing to walk. A fair deal survives questions. A deal that dies because you asked for monthly financials was already dead.
Small businesses are priced on SDE, which is meant to answer one question: if you owned this, how much money would it put in your pocket in a year. The whole price rests on that number being real. This one is not, and the sales package half admits it.
SDE is built by taking the profit on the tax return and adding things back: the owner's salary, personal expenses run through the business, one time costs. Every one of those add-backs is an argument the seller is making, and each one has to survive a simple test, which is whether the expense really goes away when you take over. On this deal the add-backs themselves are ordinary. The problem is the one that is missing.
The claimed figure carries the label "Est." It was produced by taking nine months of the seller's own bookkeeping and stretching it into a full year. The fine print of the package says the broker verified none of it.
Then there is the bigger problem. The returns show what the business paid in wages over four years:
| Year | Wages paid to employees |
|---|---|
| 2020 | $0, plus $3,075 to a staffing agency |
| 2021 | $17,848 |
| 2022 | $2,648 |
| 2023 | $13,339 |
Somebody has to drive the truck, service the equipment, invoice the customers, and keep the books. The wage line says the business essentially never paid anyone to do it. The owner was the workforce, and every dollar he did not pay a technician landed inside the earnings number being sold to you.
The package also claims one part time employee. The employee questionnaire in the same file shows that person had three months of tenure and was leaving for college before closing.
| Rebuilding the number | Amount |
|---|---|
| Claimed SDE Claim | $168,699 |
| Less a market wage for the technician work the owner performs | about ($48,000) |
| Earnings that survive paying for the labor Reality | ≈ $120,000 |
Run the price math both ways. At the claimed number, $449,000 is 2.67x and looks like market. At the rebuilt number it is 3.7x, against a going rate near 2.5x for a business of this type and size. That is not a fair price for a business. It is a premium price for a job.
What would it cost to hire someone to do everything the owner does in a week, and where does that cost appear in these financials?
The package shows three years, opening at $368,181 in revenue. A fourth year exists and is not in the package. In that year revenue was $258,848. With all four years visible, the shape changes from a steady business to one strong year followed by a slide.
Send the full federal returns for every year of ownership, not the three years selected for the package.
The package values the included equipment at $72,600, headlined by the work truck at $55,000. This is the machine the entire business runs on.
Business returns carry a depreciation schedule, which is a list of everything the business owns and what it is worth after wear. Four years of schedules are in this file. Reality The truck does not appear on any of them. Everything the business does carry is worth $14,237 in total, and the schedules show $259 of depreciation in a year, which means essentially nothing has been reinvested in equipment for four years.
Independent market value on a truck of that age and configuration lands near $15,000. The gap between the sale document and the tax document on this single line is roughly $40,000 of the purchase price.
Pay a mechanic to inspect the vehicle loaded, under working conditions, on a grade. Budget $750. On this deal that inspection alone would have priced in an air compressor at $5,000 and about $3,200 of other repairs that arrived within months.
The package sells a large and extremely loyal customer base, and the asking price formally includes all customer lists. The list itself is not being released until the sale closes.
The largest single thing being purchased here is the customer relationships, and the buyer is being asked to pay before seeing them. There is no version of this that is acceptable. A signed nondisclosure agreement solves the seller's stated concern completely.
This one resolved badly on the actual deal. The list turned out to be 22 names from the trailing twelve months, of which eight or nine were one time or rare, five or six never called again after the sale, and two accounts carried most of the steady work. One account worth $20,000 a year left when normal payment terms were enforced.
Provide the customer list with two years of revenue per customer under NDA before signing. If the answer is no, that is the answer.
This is outdoor mobile equipment service in a state with real winters, and the package says nothing about a slow season. Every financial statement provided is an annual total, and a year adds the strong months and the starving months together into a calm average.
Actual monthly performance on this business, measured later: the worst months run under a third of a normal month. The loan payment does not take slow months off.
Send two years of monthly profit and loss statements. Seasonality cannot hide in twelve columns.
The returns show owner draws of $140,000 to $152,000 a year across the years on file. In the final year before the sale, draws fall to about $32,000 while cash inside the business grows from roughly $12,000 to roughly $130,000.
There are innocent explanations for this, and this is written as a question rather than an accusation. It matters because a balance sheet at its healthiest right before a sale invites one question, and because whatever cash sits in that account normally leaves with the seller at closing anyway.
What changed in the final year that reduced draws and increased retained cash, and what happens to that cash balance at closing?
In deals structured this way the seller normally keeps the cash in the account and the money customers still owe. The buyer receives the equipment and the name and starts from zero, while the loan payment starts immediately.
The loan application in this file models a $40,000 working capital need, and the loan funds none of it. What arrives instead is a credit line at a rate high enough to be useless in practice. Real cash consumed in the first ninety days on this deal: about $60,000, all of it out of pocket, against a loan payment of $5,000 a month.
Build your own first ninety day cash plan assuming the account starts at zero and no customer pays you for forty five days. Then compare it to what your financing actually funds.
The buyer is being told other offers are coming in. No count, no price, no terms, no evidence. This is not a claim you can disprove, and trying is a waste of your time.
The defense is structural rather than investigative. Decide what the documents say the business is worth, offer that, and let a deadline expire if it must. On the real deal this unverified pressure produced a purchase agreement five days after first meeting the sellers, and a final price $1,000 above asking.
This is the part a workup normally cannot show you, because normally nobody finds out what was behind the door. On this deal I know, because I bought it anyway.
| Item | Cash cost, year one |
|---|---|
| Truck worth roughly $40,000 less than the sale documents claimed | ~$40,000 |
| Air compressor replacement | $5,000 |
| Tires and electrical repairs on the same truck | $3,200 |
| Replacement van the truck forced, financed at 10.99% | $46,238 |
| Working capital shortfall beyond the model | ~$20,000 |
| Unplanned cash, first year | ~$74,000 |
First seven months of ownership: $237,532 in sales, $15,963 left over. The business performed. The price and the surprises consumed the difference.
Send it as written. Every question here is normal, and a seller who intends to close will answer all of them.
1. Please send the complete tax returns for every year of ownership, with all depreciation schedules included.
2. Please send monthly profit and loss statements for the last twenty four months.
3. The work truck is valued at $55,000 in the package. It does not appear on any depreciation schedule provided. Please explain the basis for that valuation and confirm the year, mileage, and hours.
4. I will sign an NDA today. Please send the customer list with revenue per customer for the last twenty four months.
5. What does the seller pay, or what would a buyer have to pay, for someone to perform the owner's day to day work?
6. What are the slowest three months of the year and what does revenue do in them?
7. Please confirm what conveys at closing: cash on hand, accounts receivable, work in progress, and any customer deposits.
8. Owner draws dropped materially in the final year while the cash balance grew. Please explain what changed.
This is a buyer side screen performed by an operator who has bought, run, sold, and overpaid for businesses. It is judgment applied to your documents, fast and cheap, at the stage where most buyers have nothing at all.
It is not a quality of earnings engagement, and it does not replace one. On this deal, three items belonged in front of licensed professionals before signing: the asset schedule and allocation in front of an accountant, the purchase agreement and the customer list release in front of an attorney, and the vehicle in front of a mechanic. A workup tells you which of those are worth paying for on your specific deal, which on a sub $2M purchase is usually the more expensive question to get wrong.
Real deals, real numbers, mine or someone else's. First look goes to the list.
NO SPAM, UNSUBSCRIBE WHENEVER
You just read the whole deliverable, so you know exactly what you are buying. If you have a live deal with documents in hand and nothing signed, send it over. Workups come back in three business days for $299.
Send your deal →Disclaimer: I'm not a lawyer or an accountant, and I'm not licensed as either. Nothing on this site, in a workup, or on a Deal Call is legal, tax, or investment advice, and using this service doesn't create an attorney-client or accountant-client relationship. My opinions come from the documents you send me and my own experience buying, running, and selling businesses, not from a professional license. Always use a licensed attorney for your purchase agreement and a licensed accountant or CPA for your taxes and financial review.
Read the full Terms of Service →