Buyer-side financial due diligence · US and Europe

Buy the business, not the seller’s story.

Independent reviews of a seller’s financial information for people buying a small business, by a chartered accountant with Big Four deal experience.

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Services

Where are you in the deal?

01Reviewing a business, before the LOI Deal Screen A fixed-fee read of the seller’s figures before you make an offer.

Do the seller’s documents agree?
Which add-backs have evidence?
Does it work at your price and with your lender?

US$1,500 / €1,500 · 2–3 business days See the Deal Screen

02Under LOI, with an SBA loan QoE Review A buyer-side read of the lender’s quality of earnings report. US buyers.

Does the lender’s figure tie to the data?
What do its adjustments do to your loan and equity?
What should you ask before you sign?

US$3,500 · 3–5 business days See the QoE Review

03Before you complete Full due diligence Buy-side financial due diligence, scoped to your deal.

Earnings tested to the ledgers and bank
Working capital, net debt and debt-like items
Findings for your purchase agreement

On request · indicative US$12,000–15,000 Ask about full due diligence

Not sure which you need? Book a call and we’ll tell you, including when you don’t need any of them.

What you get

See the work before you pay for it

Three pages from the example Deal Screen. The full report is free to read.

SKERRYVORE ADVISORY | DEAL SCREEN | E001-DS Illustrative sample — fictional company

2. The headline, and the matters to investigate

Headline The IM presents FY25 adjusted EBITDA of €867k. On the seller’s own documents, €38k of that figure is not in the compiled accounts, and €178k of the €304k of add-backs is not evidenced in the package. On evidenced items only, the seller’s figure is €651k.

Matters that warrant further investigation — ranked by financial significance

#MatterEffect on the seller’s figure§

1Owner remuneration. Items 1, 2, 4 and 7 add back €214k. The package evidences €78k.up to −€136k5

2Largest customer and the heat-pump programme. Stichting Woonkracht is 15.9% of FY25 revenue.not quantifiable from the package4, 7

3IM and compiled accounts disagree. FY25 EBITDA is €563k in the IM and €525k in the compiled accounts.−€38k3

4Related-party rent. Item 3 adds back €24k as “above market”. No lease or valuation in the package.up to −€24k5

5One-off marketing. Item 6 is contradicted by a steady marketing run-rate.−€18k5

3. Do the seller’s documents agree with each other?

€kIMCompiledFiledVarianceResult

Revenue FY255,2385,238—–Agrees

EBITDA FY24466466—–Agrees

EBITDA FY25563525—38INVESTIGATE

Equity Dec 2025—394394–Agrees

SKERRYVORE ADVISORY | DEAL SCREEN | E001-DS Illustrative sample — fictional company

6. What your proposed price and terms imply

Implied EV / EBITDAAs presentedOn compiled basisEvidenced only

EBITDA (€k)867829651

At your proposed price of €3.60m4.15x4.34x5.53x

At the asking price of €4.10m4.73x4.95x6.30x

Debt service coverage on your stated terms — year 1

€kAs presentedOn compiledEvidenced only

EBITDA (from the range)867829651

Less: your MD cost above the €100k assumed(50)(50)–

Less: maintenance capex (your assumption)(90)(90)(90)

Less: corporate tax (estimate)(121)(111)(78)

Cash available for debt service606578483

Year-1 debt service429429429

Debt service coverage1.41x1.35x1.13x

Your lender’s covenant1.20x1.20x1.20x

What this means for you. On the seller’s figure your structure clears your lender’s covenant. On evidenced items only it does not (1.13x against 1.20x). Of the €216k between the two, €160k sits in items 1–4, the owner and related-party add-backs.

SKERRYVORE ADVISORY | DEAL SCREEN | E001-DS Illustrative sample — fictional company

5. The seller’s add-backs, and the indicative range

#Add-backClaimed FY25FlagEvidencedWhy

1Management fee above replacement salary110Partly supported60€210k fee to the holding. On your €150k all-in MD cost the excess is €60k, not €110k.

2DGA spouse’s salary48Unknown–Nothing in the package describes what the spouse does.

3Related-party rent above market24Unknown–No lease, no rent review and no valuation in the package.

4DGA vehicles and travel38Unknown–No GL detail; the private element cannot be separated.

5Severance and legal costs48Supported48Consistent with the P&L: a new €38k severance line in FY25.

6Rebrand and website18Contradicted–Marketing is €38k, €41k, €44k over three years: a steady run-rate.

7DGA pension premium18Supported18Your planned €150k MD cost already includes a pension.

Total304126Add-backs = 58% of compiled FY25 EBITDA (screen threshold: 20%).

The indicative range

FY25 EBITDA — the effect of the seller’s own adjustments on the seller’s own figure

Seller’s figure, as presented (IM) €867k … restated to the compiled accounts €829k … evidenced items only €651k €0k€200k€400k€600k€800k€1,000k

Seller’s FY25 adjusted EBITDA, as presented in the IM867

… restated to start from the compiled accounts (−€38k, section 3)829

… evidenced items only (item 1 in part, items 5 and 7)651

The effect of the seller’s own adjustments on the seller’s own figure. This is not an adjusted EBITDA of ours, and the lower end is not a floor.

Skerryvore Advisory · Confidential — prepared for De Vries Acquisitie B.V. onlyPage 5 of 10

Pages from the example Deal Screen · fictional company

Fixed scope, agreed up frontYou know what you’re getting and what it costs before any work starts.

Written for you, and only youNever for the seller, the broker or the lender. We have no stake in whether the deal closes.

No verdictFindings, evidence and questions. The decision stays yours.

Who you’ll work with

Will Stevenson ACA

Ex-Big Four Deal Advisory · Chartered Accountant

Will is a Chartered Accountant (ICAEW) with nine years of experience across audit, financial due diligence and deal advisory, including work at PwC, Grant Thornton and KPMG.

He has worked on buy-side and sell-side due diligence for private-equity-backed and mid-market deals of £30m–£100m, helping buyers and investors understand the numbers behind a deal and the risks that matter.

At Skerryvore Advisory, he brings that experience to smaller-business acquisitions, helping investors gain the same clear picture of what they’re buying before they commit.

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