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Buyer's lens pre-mortem

Every issue a buyer finds becomes a lower price, an earnout, an escrow or a delay. Answer ten questions and see what a diligence team is likely to ask, and where it will show up in the deal.

Customer concentrationHow much revenue comes from your top five customers?

Under 25% 25% to 50% Over 50%

Quality of earningsHow much of adjusted EBITDA comes from add-backs?

Under 5% 5% to 15% Over 15%

Monthly closeHow quickly do you close the books each month?

Within 10 days 10 to 20 days Longer, or inconsistent

Revenue visibilityHow much revenue is recurring or under contract?

Over 60% 30% to 60% Under 30%

Management depthCould the business run for three months without the founder or CEO?

Yes, comfortably With some strain No

PricingHave you raised prices in the last two years without losing customers?

Yes, with data to show it Yes, but not tracked No

Systems and cyberHow would you describe your core systems and cybersecurity?

Current, documented, tested Working but dated Known gaps or recent incidents

Contracts and legalDo key customer and supplier contracts have change-of-control clauses?

Reviewed, none material Not sure Yes, in key contracts

KPIs and dataCan you produce three years of monthly KPIs by customer, product and region?

Yes, quickly With manual effort No

Working capitalHow stable is working capital through the year?

Stable and understood Seasonal but predictable Volatile or unclear

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