Transaction Services

The diligence clock is running and the engagement is not ready

Buy-side and sell-side teams need a manager who can sit in the data room, tie the general ledger to the deal model, and write a report the lead partner can stand behind.

Book a call

How a buyer reads the engagement

Cash tied to the bank

The earnings story has to match deposits, not a schedule someone typed.

Adjustments tested against source documents

Each add-back is accepted or rejected with the invoice, payroll record or ledger line behind it.

Revenue quality and customer concentration

What repeats, what is one-off, and how much of sales sits with a handful of names.

The working capital peg

The trend, the seasonality, and a peg a buyer can actually close on.

Buying and selling

Buying

You are reading numbers the seller assembled. We test them the way your investment committee will.

Selling

We run the buyer's diligence on your numbers before they do, and drop the adjustments that will not hold.

Will the earnings survive the handover?

The first read is whether the numbers are real. The second is whether they still look like that once the owner, the customers and the cost base sit with someone else.

What's included

  • Quality of earnings, including one-time items and earnings quality
  • Add-back validation against source data
  • Net working capital and debt-like items
  • Margin analysis and forecast review
  • General ledger tie-outs to the trial balance and deal model
  • Draft sections of the diligence report, in the client's format

Choose the depth

Red-Flag Read

Best for: A go or no-go before paying for full diligence.

  • A read of the financials, add-back schedule and customer list already in hand
  • Where the risk sits: cash and customer-level sales and margins
  • No tie-outs, and nothing a lender should rely on

Core Review

Best for: Most deals, and any deal where working capital will be negotiated.

  • Quality of earnings with the add-back schedule, rejected items shown
  • Cash tied to bank statements
  • Net working capital trend and a supported peg
  • Debt-like items
  • Revenue and margin by customer and product

Extended Review

Best for: Several entities, messy or cash-heavy books, or a lender relying on the numbers.

  • Everything in the Core Review
  • Forecast review against the historical run-rate
  • Quality of net assets and the net debt bridge
  • Draft report sections in the client's template

Only need one question answered, such as whether a deal is worth pursuing? Tell us the question and we will scope that piece.

How it runs

How it's priced: Hourly or weekly capacity

  1. Scope the engagement

    We agree the workstreams, the data room access, and what the lead partner needs in the report.

  2. Work the numbers

    We run quality of earnings, working capital, debt-like items, margins and the forecast against source data.

  3. Write it up

    We draft the report sections in your template so you can review, edit and issue under your name.

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

Covers

  • What the business actually earns
  • Cash tied to bank statements
  • Add-backs tested against source documents
  • Owner and personal costs removed
  • Net working capital and debt-like items

Does not cover

  • Assurance or sign-off on the financial statements: the company's accountants
  • What the business is worth: a valuation firm
  • Whether contracts and liabilities hold: legal and tax advisors

What you receive

Report sections

Written findings in your template, reviewed by your team and issued under your firm's name.

Exhibits

One finding per page, each naming the workbook tab its figures come from.

The workbook

The cleaned Excel workbook every number traces back to, so your reviewer can check any figure.

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.

Northgate Distribution Co., trailing twelve months, $ in thousands
AdjustmentAmountBasisResult
Reported EBITDA1,420.0
Owner pay above a market replacement salary+180.0Owner salary compared with a market salary for the role; the market salary stays in the cost base.Accepted
Related-party rent adjusted to market+48.0Warehouse leased from the owner's property company above comparable local rents.Accepted
Personal expenses run through the business+36.0Itemized from general ledger detail: personal vehicle, travel and club dues.Accepted
Legal settlement with a former supplier+62.0One 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 EBITDA1,746.0Accepted add-backs 326.0. Rejected 120.0, not taken.

Illustrative. Northgate Distribution Co. is a fictional business built to show the format.

Illustrative: if a rejected add-back in the register above is put back into earnings, the buyer's number moves with it. That is the direction of the work, not a price outcome.

I spent years as the person on the engagement. I work the numbers and draft the report. I do not run the client relationship.

Sushil Krishnan (Soosh), Founder

Questions we get

Who does the work?

I do. There is no associate layer between the analysis and your team, and the engagement stays under your firm's name.

Can we rely on the seller's quality of earnings?

Read it, but do not rely on it. The other side scoped and paid for it. We use it as a starting request list, which usually shortens the work.

The books are on a cash basis. Is that a problem?

It is common. We convert from the underlying records, show what each adjustment rests on, and say plainly where the support is thin.

More in Transaction Services

If the engagement is live

A short intro call, or send the situation and we will reply.

Ready to talk through the engagement

A short intro call to see if this is the right work.

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