I
Quality of earnings
Buyers rebuild EBITDA from the general ledger, testing every owner adjustment, one-time item and revenue-recognition policy. An adjustment that cannot be documented is removed, and the price falls by that amount times the multiple.
Commission an independent quality-of-earnings review before going to market, and close the books monthly with consistent policies.
II
Recurring revenue
Contracted, subscription and repeat revenue commands a premium because it reduces forecast risk. Buyers analyze renewal rates, contract terms and customer cohorts over several years.
Document renewal history and contract terms by customer, and convert informal relationships into written agreements where practical.
III
Customer concentration
When a single customer exceeds roughly 15 to 20 percent of revenue, buyers price in the risk of losing it, often by shifting part of the consideration into an earn-out or escrow.
Extend key contracts before a sale, add change-of-control protections where possible, and show evidence of a broadening customer base.
IV
Reliance on the owner
If pricing, key relationships or daily decisions run through the owner, the business is harder to transfer, and buyers discount for the risk or require a long transition.
Build a second layer of management and hand over key relationships twelve to twenty-four months before a sale.
V
Growth and margins
Buyers pay for a forecast they can believe. They compare the plan with the company’s recent record and test the pipeline behind next year’s numbers.
Set a budget you can meet, then meet it. A record of achieved forecasts is worth more than an ambitious projection.
VI
Readiness for diligence
Surprises in diligence are the most common cause of price reductions after a letter of intent. Contracts, permits, leases, employment terms, tax filings and tariff exposure all come under review.
Assemble a data room before launch, resolve known issues early and quantify any cross-border or tariff exposure, so buyers price facts rather than uncertainty.