Sell-Side · Preparation
Exit readiness review.
Every issue a buyer's diligence team finds costs more than the same issue found early. This is the structured pre-sale review that runs your business through a buyer's checklist while there is still time to fix what it finds.
The problem
Buyers find in weeks what owners could have fixed in months
A buyer’s team reads your financials looking for reasons to retrade: earnings that do not tie to the tax returns, add-backs without documents, a customer who is a third of revenue, deferred maintenance, contracts that cannot transfer. Each one found mid-diligence becomes a price reduction, an escrow, or a broken deal, because by then the leverage has moved to the buyer’s side of the table. The same list found a year before market is just a work plan. The difference between the two is not the issues; it is who finds them first.
What's included
What the review covers
✓Reconciliation of your internal financials to the filed tax returns, the first test every lender and buyer runs
✓Earnings review on both bases a buyer will use: SDE and adjusted EBITDA, with every add-back documented or flagged
✓Customer concentration and revenue-quality assessment, the way a buyer will stress it
✓Owner-dependence review: what you do that a buyer must replace, and what it costs
✓Working capital and balance-sheet review: what a buyer's peg analysis will find
✓Documentation readiness: the diligence request list assembled before anyone asks for it
✓A prioritized remediation plan: what to fix first, and what it is worth
✓A written readiness picture you can share with your broker, attorney, and accountant
How it works
A buyer's diligence, run for your benefit
01
Send what you have
Three years of financials and tax returns, and whatever records exist. Imperfect books are normal; they are part of what the review measures.
02
We run the buyer's checklist
Reconciliation, earnings recasting, add-back testing, concentration, owner dependence, working capital, documentation.
03
You get the findings first
A written readiness picture: what a buyer will find, what it would cost you in diligence, and what it takes to fix.
04
You fix on your timeline
A prioritized plan, worked with your accountant and attorney where their pieces sit, while the leverage is still yours.
Who it's for
Built for owners a year or more from market
Owners of businesses in the $500K to $10M range thinking about a sale in the next one to three years. The review pays for itself twice over that horizon: the issues get fixed instead of priced, and the business goes to market with the documentation buyers and lenders move fastest on. It is equally useful the month before a listing, but the earlier it runs, the more of its findings you can act on.
Questions
Common questions
Is this an audit?
No. It is a readiness review and analysis, not an audit, attestation, or assurance engagement under professional auditing standards. If a buyer or lender in your eventual process requires audited or reviewed statements, that work is performed by an independent firm, and the review tells you in advance whether you are likely to need it.
How is this different from the quality-of-earnings review a buyer runs?
A buyer's QoE is performed by the buyer's independent provider, for the buyer, late in the process. This review runs the same categories of analysis for you, early, so the findings arrive while you can still fix them. It prepares you for the QoE; it does not replace it.
When should I start?
Earlier than feels necessary. Some findings take a month to fix; others, like customer concentration or clean accrual books, take a year or more to genuinely improve. A review one to three years before market leaves time to act on everything it finds; a review the month before market mostly tells you what to disclose.
Will you tell me what my business is worth?
The review includes an earnings normalization and a valuation discussion against how buyers and lenders will look at the business, framed as analysis rather than a formal appraisal. Where your process later requires a certified valuation, that is performed by a credentialed valuation provider.
What will the buyer's team find?
A confidential call is the fastest way to find out, while the answer is still yours to change.
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.