Buy-side M&A advisory

Know what you are buying before you sign.

Kerdai Business Advisors works for acquirers of privately held companies. We deliver independent business valuations, Quality of Earnings reports and due diligence that stand up to lenders, partners and the seller across the table.

Request a Scope & Quote See what we deliver
Independent and buyer-side only. We never represent the seller on the same deal.
What you walk away with

A written report you can hand to your lender, your partners and your attorney.

Every engagement ends in a signed document with the conclusion, the evidence behind it and the issues to raise before closing.

01
A defensible numberValue supported by market, income and asset approaches, not a rule of thumb.
02
Verified earningsAdjusted EBITDA with every add-back tested against bank statements and tax returns.
03
The risks, in writingCustomer concentration, working capital, owner dependence and anything that should move the price.
20+
Years combined in transactional M&A
$100K to $50M
Deal sizes we assess
100%
Buyer-side independence
5 to 15
Business days to a signed report
Services

Four ways to take the guesswork out of an acquisition.

Most buyers come to us at one of two moments: before they make an offer, or after they sign a letter of intent and need to confirm the numbers. Each service below is scoped to the decision in front of you.

SERVICE 01Before the offer

Business Valuation

An independent opinion of what the business is worth to a buyer, built from the company's actual financials and comparable transactions, not the seller's asking price.

  • Market, income and asset approaches, reconciled to one conclusion
  • Normalized earnings and owner compensation
  • Accepted by SBA lenders for change-of-ownership loans
  • Litigation-ready and partnership-ready formats on request
Typical turnaround 5 to 10 business daysFixed fee quoted upfront
SERVICE 02After the LOI

Quality of Earnings (QofE)

A line-by-line test of the earnings you are paying for. We tie reported revenue and EBITDA to bank activity, tax returns and customer records, then show you what is real, what is one-time and what is missing.

  • Adjusted EBITDA bridge with every add-back documented
  • Revenue quality, customer concentration and churn
  • Net working capital analysis and a proposed peg
  • Proof-of-cash reconciliation
Typical turnaround 10 to 15 business daysScoped to deal size
SERVICE 03Before the offer

Business Assessment

A faster, lighter review for buyers deciding whether a target deserves a full offer. We read the financials, interview the owner, size the risks and tell you whether to proceed and at what price range.

  • Three-year financial trend and margin review
  • Owner dependence and transferability
  • Indicative value range and deal-structure suggestions
  • Red flags to raise in the LOI
Typical turnaround 3 to 5 business daysCredited toward a full engagement
SERVICE 04Under contract

Due Diligence

Full financial and operational diligence for buyers who have a signed LOI and a closing date. We manage the request list, review every document and report findings in time to renegotiate or walk away.

  • Diligence request list and data-room management
  • Contracts, leases, payroll, AR/AP and inventory review
  • Tax exposure and undisclosed liabilities
  • Closing adjustments and purchase-agreement support
Typical turnaround Matched to your closing timelineWeekly findings calls
ALSO

Buy-Side Representation

For buyers who want an advisor at the table from search to closing: target sourcing, outreach, offer strategy, negotiation and lender coordination. We take on a limited number of these mandates each year, and the valuation and diligence work above is always part of them.

Ask about representation
Quality of Earnings

The seller's EBITDA is a claim. A QofE turns it into evidence.

Sellers present adjusted earnings in the best light they can. That is their job. Ours is to rebuild the number from source documents, so the price you pay rests on earnings that will still be there the year after closing.

Illustrative EBITDA bridgeTTM, $ thousands
Reported EBITDA (seller CIM)1,240
Owner salary below market(85)
Personal vehicle and travel add-back42
Non-recurring insurance recovery(118)
Revenue not supported by deposits(64)
Legal settlement, one-time31
Diligence-adjusted EBITDA1,046
Difference at a 3.5x multiple(679)
Example figures for illustration only. In this case the buyer would have overpaid by roughly $680,000 against the seller's number.
A

Proof of cash

Every month of reported revenue is reconciled to bank deposits and merchant statements. Unsupported revenue comes out.

B

Add-back testing

Each owner add-back is traced to an invoice or statement. Add-backs that cannot be documented are not counted, however reasonable they sound.

C

Revenue quality

Customer concentration, contract terms, pricing changes and churn, so you know whether last year's revenue is likely to repeat.

D

Net working capital

A trailing analysis of receivables, inventory and payables, and a proposed working-capital peg for the purchase agreement.

E

Lender-ready output

The report is written to be read by your SBA or commercial lender, your CPA and your attorney, and we take their calls.

Who we serve

Buyers who want an independent second set of eyes.

We work with first-time acquirers and experienced investors alike. What they share is a decision worth more than the cost of getting it wrong.

IND

Individual buyers and searchers

Owner-operators, search funds and professionals buying their first or next business, often with SBA 7(a) financing.

PE

Private equity and family offices

Add-on acquisitions and platform deals in the lower middle market that need a focused, fast QofE without a Big Four invoice.

STR

Strategic acquirers

Operating companies buying a competitor, supplier or adjacent business and needing a clear view of earnings and integration risks.

PRO

Lenders, CPAs and attorneys

Advisors who need an independent valuation or earnings report they can rely on for underwriting, partner buyouts or disputes.

Process

Five steps from first call to signed report.

You will know the scope, the fee and the delivery date before we start. Most engagements follow this sequence.

STEP 1

Scope

A short call about the target, the stage of the deal and what you need the report to do. You receive a fixed-fee proposal the same week.

Day 0 to 2
STEP 2

Request

We send a document request list to you or directly to the seller: financials, tax returns, bank statements, customer data, contracts.

Day 2 to 5
STEP 3

Analyze

We rebuild the numbers from source documents, interview management and research the market. You get a findings call midway.

Day 5 to 12
STEP 4

Report

A written, signed report with the conclusion, the evidence behind it and the issues to raise in negotiation. We walk you through it.

Day 10 to 15
STEP 5

Advise

We stay available through closing to answer lender questions, support purchase-agreement terms and update the analysis if the deal changes.

Through closing
The team

Transaction people, not just report writers.

Kerdai's advisors have spent more than two decades combined on the deal side of M&A: valuing, negotiating and closing acquisitions of privately held companies from the low six figures to the tens of millions. We know how a number holds up at the closing table because we have sat at it.

The team's background spans business brokerage and transaction advisory, institutional M&A consulting, lender diligence and corporate finance. Our advisors hold graduate degrees in business and real estate finance, valuation credentials and memberships in the leading business-transaction associations.

MBAMaster of Business Administration MSIREMS International Real Estate ACVValuation credential IBBAInternational Business Brokers Association BBFBusiness Brokers of Florida 20+Years combined in transactional M&A

Independent by design

We are paid a fixed fee for the work, never a percentage of the deal. Our conclusion does not change whether you close or walk away.

Source documents, not summaries

We do not rely on the seller's spreadsheet. Bank statements, tax returns and customer ledgers are the starting point.

Written for your lender

Our reports follow the structure SBA and commercial lenders expect, and we answer their questions directly.

Sized for the lower middle market

Deals between $100,000 and $50 million get the same rigor as larger transactions, at a fee that makes sense for the deal.

Questions buyers ask

Frequently asked questions

A valuation answers "what is this business worth?" It applies market, income and asset approaches to normalized financials and concludes on a value or value range. A Quality of Earnings report answers "are the earnings real?" It tests reported revenue and EBITDA against source documents and produces an adjusted earnings figure, working capital analysis and a list of risks. Buyers often need both: the valuation to decide what to offer, the QofE to confirm the number once a letter of intent is signed.

For most SBA 7(a) change-of-ownership loans, the lender must obtain an independent business valuation from a qualified source when the amount being financed, less real estate and equipment, exceeds the SBA's threshold or when there is a close relationship between buyer and seller. Our valuation reports are prepared to that standard. Ask your lender to confirm the current requirement for your loan and we will match the scope.

Fees are fixed and quoted before we start. They depend on the size and complexity of the business, the quality of its records and the depth of report you need. A business assessment is the lightest engagement, a lender-ready valuation sits in the middle, and a full QofE on a multi-entity company is the most involved. We will tell you on the first call which scope fits your deal.

A business assessment takes three to five business days, a valuation five to ten, and a Quality of Earnings report ten to fifteen, counted from the day we receive complete documents. Due diligence runs on your closing timeline. If you are under a deadline, tell us on the scope call and we will say plainly whether we can meet it.

Typically three years of financial statements and tax returns, year-to-date financials, twelve to twenty-four months of bank and merchant statements, an accounts receivable and payable aging, a customer revenue breakdown, payroll records, major contracts and leases, and a schedule of the owner's proposed add-backs. We send a tailored request list on day one and can work directly with the seller or broker to collect it.

Yes, for a limited number of buyers each year. Buy-side representation covers target search, outreach, offer strategy, negotiation and coordination with lenders and attorneys through closing. Our core work remains valuation, Quality of Earnings and due diligence, and those services are included in every representation mandate.

Yes. Our reports are written to be read by them, and we take their calls as part of the engagement. If your lender's underwriter has a question about an adjustment or a multiple, we answer it directly.

Privately held companies with transaction values from roughly $100,000 to $50 million, across services, trades, healthcare, distribution, manufacturing, hospitality, franchises and technology. If the target is outside that range, we will say so and point you toward the right resource.

Get started

Tell us about the deal. We will scope it within two business days.

Share a few details about the target and where you are in the process. We will reply with the scope we recommend, a fixed fee and a delivery date. No obligation, and everything you send is held in confidence.

Email
info@kerdai.com
Phone
305-501-0224
Office
5201 Blue Lagoon Dr., Suite 914
Miami, FL 33126. Serving buyers nationwide.
Hours
Monday to Friday, 9am to 6pm Eastern

Request a scope and quote

Takes about two minutes. We reply by email.
By sending this form you agree to be contacted by Kerdai Business Advisors about your request. We do not sell or share your information. See our privacy policy.