By Holden Buckner · 25 years in M&A · thousands of owner interviews · hands-on work on hundreds of acquisitions

Whether you're two years from selling or two weeks from making an offer, this is the self-audit I'd run first. Every item maps to a full free episode on the Before the Deal channel. Check what you can. What you can't check is your to-do list — found by you, instead of by the other side of the table.

PART 1 — FOR OWNERS (WHETHER OR NOT YOU EVER SELL)

The two-week test. If you left for two weeks, unreachable — what breaks first? Write it down. Whatever breaks is what a buyer will discount.

The date. Have you put a target exit year on paper — even a rough one? "Someday" defeats every plan ever written.

The reconciliation test. Pick last quarter. Can you tie the revenue on your P&L to actual bank deposits — or explain every gap?

The four books tests. Reconciled · Separated (business vs personal) · Consistent (same treatment year over year) · Current (monthly closes). How many of the four would your books pass today?

The stranger test. Highlight every expense on last year's P&L that's arguably personal or one-time. Could you hand a stranger a document proving each one? What survives is your real add-back schedule.

The concentration numbers. Your largest customer's share of revenue. Your top three combined. And the harder question: how many of those relationships exist beyond one person?

The subtraction. Your SDE, minus the market wage for the job you actually do at the hours you actually work. What's left is the return your business produces as an asset. Does the answer please you or warn you?

The lease horizon. Years remaining, renewal options, assignment rights. Fix this before a landlord knows you're thinking of leaving.

The ten documents. Could you assemble these in an afternoon? Three years of tax returns · three years of P&Ls · balance sheet · 12 months of bank statements · revenue by top customer · employee census · lease · equipment list with ages · material contracts · licenses and entity documents. If it would take three weeks — that's the finding.

The day-after page. A specific Tuesday, six months after a sale, morning to night. Can you fill the page? If not, that's worth knowing years before a closing table.

PART 2 — FOR BUYERS

The credibility packet. Current proof of funds · a lender pre-qualification conversation already had · your named deal team · a one-page statement of what you're looking for. Sellers and brokers choose certainty.

The dip table. For any deal you're modeling: earnings at full, minus 20%, minus 40% — each against the debt service. If minus 20 already pinches, the structure just answered your question.

The one LOI question. "Is the price inclusive of working capital — and at what target?" Asked at the letter of intent, in writing. The cheapest version of that fight is the one you have before exclusivity.

The walk-away list. Written before the LOI, while your head is cool: the findings that end it, and the problems you expect with how you'd price them. Date the page. Trust the list, not the 2 a.m. feeling.

The five P&L questions. Which direction is the three-year film moving? Where does revenue actually come from? Is the margin percentage holding? Who's missing from payroll? Which numbers are choices, not market facts?

THE STANDING RULE

Everything here is education, not advice — your attorney, CPA, and other professionals drive the specifics of any real transaction. The best use of this checklist is walking into their offices fluent.

Every item above has a full free episode: youtube.com/@B4TheDeal — Learn the deal before you're in it.

Educational information only — not legal, tax, accounting, valuation, lending, investment, or transaction advice.

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