Selected Works

What we saw. An eight-figure asking price supported by a compact set of seller-reported figures: a headline revenue number, an earnings number that approximately equaled it, and a separate owner-earnings figure well below both. Seller financing was on offer.

Why it mattered. The same approximate figure cannot be both revenue and EBITDA. The owner-earnings line matched what the materials elsewhere described as a single week of activity, and unit-level revenue assumptions did not reconcile to the reported annual figure. Taken together, the materials did not establish a coherent earnings basis for the price being asked.

What the buyer did. Walked.

What we saw. A long-established distributor, listed at a headline price. The materials described the same real estate two different ways: on one page as available under a separate agreement, on another as owned and included in the asking price.

Why it mattered. The two readings produced materially different total consideration, a difference large enough to change the entire economics of the deal, and it was unresolved before any earnings figure was disclosed. No SDE, no EBITDA, and no access across the operating business, the inventory, and the real estate. Until the perimeter was confirmed, neither total consideration nor directional economics could be interpreted reliably.

What the buyer did. Walked.

What we saw. A warehouse-based distributor with owned hard assets, 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. 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. That is a funding fact, not a change in the enterprise multiple. Separately, 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.

What the buyer did. Submitted an LOI, underwriting the higher day-one funding figure rather than the headline price.

What we saw. A multi-location aesthetics platform in an affluent market, listed around $4M against $4M in revenue and about $1M of reported EBITDA, a clean 4.0x on the seller's figures.

Why it mattered. The multiple was arithmetically clean and the earnings figure under it was not established. The materials showed no bridge and no demonstration of provider economics, management cost, or location-level performance. A round multiple is not itself a concern, since sellers price on round numbers routinely. The issue was that the earnings basis was not supported well enough for the buyer to rely on it.

What the buyer did. Submitted an LOI on terms that did not treat the seller's EBITDA as a reliance figure.

What we saw. A specialized training operator with owned hard assets, listed just under $2M at roughly 2x reported owner earnings, a multiple low enough to look like a bargain.

Why it mattered. The apparent value rested on two conditions the materials did not establish. An unusually high owner-earnings margin, quoted with no reconciliation of the recurring costs such a business carries: equipment upkeep, skilled instructors, facility access, service delivery. And the authority to deliver its current services, where the materials leaned on a certification claim while presenting a higher regulatory tier as future upside. Those are not the same thing.

What the buyer did. Held back the LOI until the controlling conditions were confirmed.