What we saw. A warehouse-based distributor with a long operating history, listed around $4M against several million in revenue, at a multiple that reads reasonable on its face.
Why it mattered. Two separate issues sat under the headline. First, the asking price excluded a required inventory purchase, so expected day-one funding rose from roughly $4M to at least $4.7M before other closing and liquidity requirements, a funding fact, not a change in the enterprise multiple. Second, the reported owner-earnings figure arrived with no bridge and no channel-level detail, in a business where product mix and inventory accounting can move margin materially. The two issues are distinct and were kept distinct.
Minimum evidence before LOI. Confirm whether inventory is included in the price, obtain the current inventory balance and a high-level aging summary, and clarify the seller's expected working-capital treatment.
Post-LOI diligence priority. Test inventory quality, establish normalized working capital, and reconcile reported earnings.
Deal Screen posture: Advance after targeted validation, using the higher total funding requirement as the planning reference.
Subsequent buyer action: The buyer elected to submit an LOI, underwriting the higher day-one funding figure rather than the headline price.