For Buyers & Searchers
Buy-side diligence and pre-LOI underwriting.
Most buyers make an offer on numbers the broker provided, with no structured way to pressure-test them. We review the deal the way a lender and a diligence team will, so you know whether it holds up before you spend a dollar on formal diligence or sign an LOI.
The problem
The offer decision happens on the seller's numbers
A broker P&L is built to sell a business, not to underwrite one. Add-backs are generous, one-time items get folded into earnings, and customer concentration or working-capital gaps rarely surface until diligence is already underway. By then you may have spent five figures on legal and quality-of-earnings work for a deal that was mispriced from the start. We move that analysis earlier, to the point where it can still change your decision.
What's included
What a buy-side engagement covers
✓Review of broker or seller P&L for questionable or non-recurring add-backs
✓SDE and EBITDA recasting to a defensible earnings basis
✓Debt-service coverage stress-testing against SBA 7(a) thresholds
✓Valuation review against closed-transaction comparables
✓Customer concentration and revenue-quality assessment
✓Working-capital and peg considerations
✓A prioritized list of what to verify in formal diligence
✓A written analysis you can share with your lender and QoE provider
How it works
From first look to LOI
01
Send the deal
The listing, the broker P&L, and whatever financials you have. No formatting required.
02
We review and recast
We rebuild the earnings basis, stress-test coverage, and benchmark the price against comparable closed transactions.
03
You get a written read
A clear assessment of whether the deal holds up, what it is worth, and the specific items to verify before you commit.
04
We hand off to diligence
When a deal is worth pursuing, the analysis gives your lender and QoE provider a running start.
Who it's for
Built for searchers and independent sponsors
Self-funded searchers, independent sponsors, and first-time buyers pursuing SBA-financed acquisitions in the $500K to $10M range. If you are evaluating a deal and want to know whether the earnings are real and the price is defensible before you build a deal team, this is the engagement.
Questions
Common questions
Is this a quality-of-earnings report?
No. This is pre-LOI analysis that tells you whether a deal is worth taking into formal diligence, and what to focus on when you do. A full quality-of-earnings engagement is performed by an independent QoE provider, and we can hand off to one when the deal warrants it.
How is this different from a broker's numbers?
A broker presents the earnings. We question them. We recast SDE and EBITDA to a basis a lender would accept and flag the add-backs that will not survive scrutiny.
Do you provide legal or tax opinions?
We provide financial and tax advisory analysis to inform your decisions. Legal work and formal tax opinions remain with your attorney and your own advisor.
What do I need to get started?
The listing and whatever financials you have. A short call is usually enough to scope whether the deal is worth a closer look.
Evaluating a deal right now?
A confidential call is the fastest way to find out whether the numbers hold up.
Schedule a Confidential CallNexTax Advisory provides financial and tax advisory services. It does not provide legal services or formal audit or attest engagements. Analysis is intended to inform your decisions alongside your attorney, lender, and independent quality-of-earnings provider, not to replace them.