- Due Diligence
- 17 Mar 2026
Every week I talk to buyers who have done everything right.
They found a community. They joined the membership. They attended the summit, read the books, listened to the podcasts, and built real conviction around acquisition entrepreneurship. They know what SDE means. They understand how SBA financing works. They can talk through a deal structure with confidence.
Then they find a deal. And they skip the diligence.
Not because they are careless. Not because they do not have the capital. They skip it because somewhere along the way, the education they paid for taught them how to find a deal and close it. It did not teach them what it actually costs to protect one.
Here is what I see happen.
A buyer puts $120,000 down on a $1.2 million service business. The seller shows $500,000 in SDE. The math looks clean. The community says it is a good deal. The SBA approves the loan. Everyone moves forward.
What nobody modeled:
The $500,000 in SDE includes the seller working 60 hours a week. There is no budget to replace them. Hiring a GM to cover that workload costs $120,000 to $150,000 in salary alone. That is not an adjustment on paper. That is a 25 to 30 percent hit to your actual earnings before you have changed a single thing about the business.
The top technician is responsible for 40 percent of revenue and has no contract. No non-compete. No retention agreement. If they leave in month three, you are not just short a technician. You are short 40 percent of the revenue the lender underwrote.
The CRM is held together by a system the seller built personally and nobody else understands. The real cost to replace it is not the software subscription. It is the six months of chaos while your team learns a new workflow and your customers feel the friction.
Customer concentration sits at 35 percent with one account. That is not a risk factor. That is a single phone call away from a covenant violation on your SBA loan.
None of that shows up in the P&L. All of it shows up in year one.
This is not hypothetical. I have seen buyers close on businesses where the seller-adjusted EBITDA was overstated by 30 to 40 percent once you normalized for owner hours, key person dependency, and deferred maintenance on systems and processes. By the time they figure it out, they are three months in, debt service is due, and the margin they thought they had does not exist.
A Quality of Earnings report does not just validate the revenue number. It stress tests the assumptions underneath it. It asks what the earnings actually look like when you remove the seller, normalize the expenses, and model the real cost to run the business going forward. It catches the add-backs that should not be add-backs. It flags the revenue that is not recurring even though it has been showing up for three years. It tells you whether the cash flow you are underwriting actually exists in a post-close world where you are the one writing the checks.
Commercial due diligence goes further. It maps the customer base, the labor concentration, the competitive position, and the operational dependencies that determine whether the business holds together after the founder walks out the door. It answers the questions the financials cannot: Is this revenue defensible? Are these customers loyal to the business or loyal to the seller? What happens to the pipeline when the person who built every relationship is no longer picking up the phone?
These are not optional. They are the work.
Here is the math that nobody talks about in the communities:
You will spend $8,000 to $20,000 on a course, coaching, or membership to learn how to acquire a business. You will spend $5,000 to $15,000 on legal. You will spend $120,000 or more on your down payment. And then you will hesitate on spending $10,000 to $20,000 on the diligence that tells you whether all of that other spending was worth it.
That is not a capital allocation problem. That is a priorities problem.
The buyers who get hurt are not the ones who skipped the education. They are the ones who invested in learning how to acquire a business and then treated diligence as a line item to minimize instead of the most important investment they would make in the entire process.
A $15,000 QoE report on a $1.2 million deal is not an expense. It is 1.25 percent of the purchase price. It is less than your broker fee. It is less than your legal costs. And it is the only thing in the entire process designed to tell you whether the business you are buying is actually the business you think you are buying.
The best outcome of a diligence engagement is not a clean report. It is finding the issues before you close so you can renegotiate the price, restructure the deal, or walk away. Every one of those outcomes is better than discovering the same issues in month four when your options are limited and your capital is already committed.
Education gets you to the table. Diligence gets you through it safely.
If you are in a deal right now, the question worth asking is not what you paid to learn. It is what you are paying to protect yourself.
