The five things a buyer's accountant tests first.
Every serious buyer sends an accountant before they send an offer. That accountant rebuilds your earnings from the bank statements up and tests the same five things every time. Here they are, with what each one usually costs at the sale table and how long it takes to fix.
The offer is written before diligence. The price is decided during it.
Most owners meet the buyer's accountant for the first time in diligence, after the letter of intent is signed and the price has been agreed. That's the wrong order. Everything the accountant finds becomes a reason to re-trade the price, add a holdback, or push more of the money into an earn-out. The five tests below are where those findings come from. None of them are secrets. They're just rarely fixed in time.
The effects and fix times are typical for Chicagoland businesses in the $1 million to $15 million range, not guarantees.
What gets tested, what it costs, and how long the fix takes.
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Financial credibility
Can a stranger trust your numbers without trusting you? The buyer's accountant traces revenue to deposits, checks whether the books close monthly, and tests every add-back against a receipt. Which add-backs survive that test, and which don't, is a short list. Cash-basis books with no monthly close don't kill a deal, but they commonly cost 5 to 10 percent in diligence, and the fix takes 60 to 90 days. Personal expenses run through the business without a schedule are a separate problem, because buyers discount what they can't verify. A documented add-back schedule takes about 30 days.
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Owner dependence
If you took a month off, what would break? Buyers pay for a business, not a job with your name on it. The sharpest form is owner-dependent sales, where the top relationships sit with you and nobody else. The typical effect is roughly half a turn of the multiple. Moving those relationships to a second person the customers will actually call takes 6 to 12 months. If you're more than a year out, start here.
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Customer durability
One account over about 20 percent of revenue and the offer changes shape. It usually doesn't lower the headline price so much as move part of it into an earn-out or a holdback instead of cash at close, tied to that customer staying. Rebalancing the mix is the slowest fix here, 12 months or more, because it means winning new work. Contracts and renewal history help in the meantime.
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Team and process
Will the key people stay, and does the company run without you? The buyer's accountant asks for the SOPs, the org chart, the internal controls, and employment agreements for the people who matter. When the company runs on memory, buyers price in the risk of you leaving. Writing down how the work actually gets done takes 3 to 6 months with your own team, and the business runs better for it whether or not it sells.
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The deal file
Every document diligence will request, assembled before anyone asks. Three years of financials and returns, the lease, equipment lists, licenses, insurance, customer contracts, and a working-capital target set before the LOI. Two items here do the most damage. Working capital that swings with no target agreed up front produces a surprise deduction at close, often six figures, and takes about 60 days to settle. Deferred maintenance and lapsed compliance (worn equipment, an expired lease option, a license, a sales-tax nexus question) turn into escrow holdbacks. The fix time varies with what's found, which is the argument for finding it first. How holdbacks, seller notes and earnouts are priced, and how to keep the price in cash, is in seller financing and earnouts in Chicago deals.
Four kinds of buyer, and what each one cares about.
Roll-ups and platform buyers
PE-backed groups consolidating trades, services and niche manufacturing across the six counties. They've done this many times and you're doing it once. They care most about clean books, a manager who can run the location without you, and numbers that hold up with their lender. Confidentiality risk is moderate. NDAs are routine for them, but they talk to a lot of owners.
Strategic and competitor buyers
The company across town that wants your customers and your crew. Often the best price, because the business is worth more to them than to anyone else, and always the biggest confidentiality risk, because they know your market and your people by name. We approach them last, blind, and only from a list you've approved.
Individual buyers and searchers
Operators buying one good business to run. Most are financing-dependent, so their lender is reading your books too, and since 2025 the SBA's seller-note rules shape what they can offer. They're the most sensitive to financial credibility and the most likely to walk when the add-backs don't tie out. Confidentiality risk is low, but they need a real data room.
Insiders and family
The friendliest conversation and the most underprepared deal. The buyer might be a daughter, a general manager, or two employees who've been there twenty years. They care about a fair price, financing they can carry, and a transition that doesn't wreck the relationship. No confidentiality risk from strangers, and plenty inside the building if the conversation goes badly.
Sometimes the buyer is us. If we want to buy yours, we say so in writing up front. See selling to Lakeshore. If you're a buyer, here is how we work with you.
Two ways to find out. One is free, one is $4,500.
The confidential value range takes three inputs and two business days. You get a CPA-prepared range and the two or three of these five a buyer's accountant would raise first. Nothing to sign.
The Exit-Readiness Review is two weeks and $4,500 flat. We score all five on site, defend a value range, and hand you a 90-day fix list. Credited against our fee if we later list.
About the five tests.
What counts as a legitimate add-back?
An expense a new owner wouldn't have to pay, with paper behind it. Your salary above a market replacement, personal vehicles run through the business, one-time legal or repair costs, family on payroll who don't work there. Each one needs a schedule and a receipt, or the buyer discounts it.
How much does customer concentration lower the price?
Above about 20 percent of revenue in one account, the effect is usually structural rather than a straight discount. Part of the price moves into an earn-out or a holdback tied to that customer staying. A contract, a long renewal history and a relationship that isn't solely yours soften it.
How long before a sale should I start fixing these?
Two years is comfortable. One year gets most of it done. Ninety days gets the books and the add-back schedule, which is still worth doing. None of it can be fixed in diligence, which is when most owners find out. Why now walks through the timing.
Do buyers really check all five?
Serious ones do, and their lenders check the first one again. A roll-up's diligence list and a searcher's SBA lender ask for much the same documents. Buyers differ in how much weight each test carries, not in whether it's run.
Thirty minutes with a CPA. Your numbers, straight answers.
Pick two windows and he'll confirm one within a business hour. Or call the office, weekdays 9 to 5. A person answers.