Sale Readiness Review | Praxis Profit

The deliverable

What a Sale Readiness Review looks like.

THE VALUE GAP · WHAT A REVIEW FINDS

Price you have in mind$1,150,000

Earnings you'd market on$364,500

Earnings a buyer will defend$274,500

Flag: 2 customers = 47% of revenuerisk

Illustrative value range$686k to $892k

One section from the sample review. Every dollar of earnings a buyer strips comes off your price multiplied. Found by you, it's a project. Found by them, it's a discount.

The gap between your number and theirs

Most owners have a price in mind, built on the earnings a broker will market. A buyer rebuilds that figure from the tax returns, accepts some adjustments and rejects others, then applies a multiple to whatever survives. The difference is rarely small.

The review works through that arithmetic before you list: your recast earnings, an illustrative pricing sanity-check range, the red flags a buyer may raise, and a fix list ranked by what each item could affect at closing. Found by you, each one is a project. Found by them, it is a price reduction.

See the full sample review (PDF)

The same business, read two ways

Every number you present will be tested by people with a different job to do.

What you'll say

What a buyer will conclude

"Add back my salary, a new owner won't pay that."+ $95,000

Someone still has to do that job. The add-back survives only in part.− $65,000 of it

"That was a one-time grant. It doesn't reflect operations."$25,000

It was booked as revenue and it doesn't repeat. Out of earnings entirely.− $25,000

"Our two biggest customers have been with us for years."Strength

Two accounts carry 47% of revenue. That's a discount to the multiple, not a selling point.Risk

Your asking price is built on$364,500

Their offer starts from$274,500

At a 3× multiple, the gap is$270,000

Illustrative figures, drawn from a real review structure. Every dollar of earnings a buyer removes gets multiplied into the price, which is why it costs so much more to be found than to be ready.

The stakes

Many businesses that go to market never close. Readiness is often the issue.

A business can attract interest and still fail to close if readiness issues surface during diligence. Owner dependency, concentration, inconsistent records, and earnings that do not hold up under review can all change a buyer's view of the deal.

Prepare before you list, while you still have time to improve the numbers, reduce avoidable questions, and strengthen transferability.

The other chair

A read with nothing riding on what you decide.

Selling a business brings in a team. A broker markets and structures the sale. A CPA handles the tax picture. An attorney handles the documents. Each of them is essential, and each is focused on their own part of the work. What often goes missing is a plain read on what your numbers will support once a buyer starts testing them, done early enough that you can still change the answer.

No commission, no listing agreement, and no percentage of your sale. If the review says wait, that conclusion stands whether you work the improvement plan yourself or hire me afterward.

I spent years reviewing business financials from the buyer and lender side, before major decisions were made. That experience taught me which questions surface first and where the numbers tend to break down. This page applies that perspective for the seller, while there is still time to do something about it.

More about Bengaly Kante →

The review

Eight things a buyer tests. I test them first.

Recast earnings and add-backs

Every add-back tested the way a buyer's analyst will test it, accepted, reduced, or rejected, with the reason attached.

Revenue quality and concentration

How much revenue sits in a few accounts, how transferable those relationships are, and what a buyer will do to the multiple because of it.

Margin trend

Where gross margin has moved over three years, and whether the story you tell about it holds up against the numbers.

Owner dependency

What the business actually loses the day you leave, relationships, pricing judgment, technical knowledge, and what it costs to replace.

Receivables and working capital

Collection quality, billing timing, and how much working capital a buyer will argue has to come with the business.

Does your price survive their financing?

Your asking price run against recast earnings and debt service, the same test a lender will run before approving your buyer.

Books and records readiness

Whether your financials can withstand a quality-of-earnings review, and what needs cleaning up before anyone asks for it.

Deferred maintenance and unfunded costs

The equipment, capex, and obligations a buyer will discover and price against you.

What you receive

A written verdict on every section, and a list of what to fix.

Green

Holds up. A buyer will accept this as presented.

Yellow

Defensible, but you'll be asked. Have the answer ready before you're asked for it.

Red

This costs you money at the table. Fix it before you list, or price it in yourself.

Your recast earnings, the number a buyer will actually apply a multiple to, with every adjustment explained.
A pricing sanity-check range, what the current earnings may support under the stated assumptions.
The red-flag list, rated, every issue a buyer will raise, ranked by severity.
The fix list, with dollars, what to address first, roughly what each is worth, and how long it takes.
A live session, 60 to 90 minutes to walk the findings together and decide what you're doing about them.
Follow-up questions answered for 30 days, by email or video, no additional charge.

Timing

The same finding is a project today and a price reduction later.

6 to 18 months before listing

It's a to-do list

Concentration can be diluted. Margins can be corrected. A manager can be hired and seasoned. Books can be cleaned up. Everything found here is still yours to fix.

Under LOI, in diligence

It's leverage, theirs

The identical finding now arrives from a buyer's analyst, with the deal already known to your staff and a closing date on the calendar. It becomes a retrade, or it kills the deal.

There's no deadline on this page and I won't invent one. But the value of knowing runs entirely on how much time you have left to act on it.

If the answer is "not yet"

Some owners want the report. Some want help closing the gap.

Most owners who take the review are one to two years out. If the findings say the business isn't ready to bring the price you want, the review can become an ongoing engagement, working the fix list until the numbers support the number in your head.

Re-scored every quarter, against your own baseline

Customer concentrationTop two accounts: 47% → 34% of revenue

Red→Yellow

Gross margin trendThree-year slide arrested; two quarters of recovery

Red→Yellow

Books & records readinessClean monthly close, compensation normalized

Yellow→Green

Owner dependencyNo manager hired yet, unchanged, and here's what it's costing

Red→Red

Illustrative. The point is that you can see the movement, and see plainly where there hasn't been any.

What's mine, and what isn't

I do this work

Margin improvement by customer, job, or product
Pricing review and repricing decisions
Working capital, receivables, and billing timing
Compensation normalized so add-backs are clean at sale
Three years of financials that survive a QoE
Monthly reporting discipline and a scorecard you'll use

You do this work, I measure it

Winning new accounts to dilute concentration
Hiring and seasoning a general manager
Documenting processes so the business runs without you
Operational changes on the floor

On these I quantify what the gap costs you in multiple, set the target, and tell you each quarter whether it moved. I won't pretend to run your sales team.

$2,500 per month, in six-month blocks. Each block ends with a full re-score and an honest decision about whether to continue. If you'd rather work the list yourself, an annual re-score alone is $1,500, plenty of owners do it that way.

Pricing

One review. Flat fee. No success fee, ever.

The review stands on its own. Most people take it and go work the list.

From $2,500

Flat, scoped to the size and complexity of your business. Quoted on the call, never before we've talked.

Sale Readiness Review, revenue under $2M$2,500

Sale Readiness Review, revenue $2M to $5M$3,500 to $4,500

Above $5MScoped on the call

Delivery5 to 7 business days

TermsHalf up front, half on delivery

Value Build (optional, after the review)$2,500 / month

Annual re-score only$1,500

No commission, no listing agreement, no percentage of your sale. If the review says wait a year, that conclusion stands whether you work the list yourself or bring me back for it.

Honest scope

Probably not a fit if

Your books aren't reconciled. Clean records are the starting point, not the deliverable. If that isn't in place, that's the first conversation and it's a bookkeeper's job, not mine.
You need someone to market and sell the business. That's a business broker or M&A advisor. I'm not one, and I don't take a piece of your sale.
You need a certified valuation for tax, legal, estate, or litigation purposes. That requires a credentialed appraiser. I'll tell you when you've hit that line.
You're already under LOI. At that point you need a transaction attorney and possibly a sell-side QoE, quickly. Call me anyway and I'll point you to the right people.
You want tax structuring for the sale. That's a transaction CPA. Bring me in alongside them, not instead of them.

Free tools

See the work before you book anything.

Sample deliverable

A complete sample Sale Readiness Review

This is the same analysis I run for buyers. The sample is that report, written for the person being examined instead of the one doing the examining. The verdict, your recast earnings, what a buyer will find, the fix list ranked by what each item is worth, and what twelve months of work would add at closing.

Six pages. Fictional company,
illustrative figures. The analysis is real.

Download the sample (PDF)

Checklist · 2026 edition

The Seller's Diligence Checklist

22 things a buyer will check in your financials before they make an offer, grouped the way they actually work through them: your earnings, your revenue, what walks out the door with you, your records, and your price. Run it on yourself this afternoon.

Four pages. Twenty-two checks,
with what each one costs if you miss it.

Download the checklist (PDF)

Find out what a buyer will see. Before they see it.