Guru of BP, DD, QoE - SMB

Business Plan and M&A Expert for Your #SMB - Partner at OGS Capital - Ex-Big 4 #DD #QoE #BusinessPlan #FeasibilityStudy

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Introduction😎:
Run @OGScapital
15+ years’ experience in helping entrepreneurs to start and run their businesses:
· Quality of earnings expert for SMB M&A
· Business Plans for Fundraising
· Feasibility of Projects

[Guru of BP, DD, QoE - SMB @AlexSilensky]

If you're selling your business, the buyer is going to do a QoE on you.
The only question is whether you see it first.
We've done hundreds of buy-side QoEs. We know exactly what buyers look for because we've been that team. Which add-backs get challenged. What kills deals in week three. Which documents nobody thinks to prepare until it's too late.
When we do your sell-side QoE, we go through your business the way a skeptical buyer would.
What we find, we fix or document before anyone else sees it. You walk into diligence knowing exactly what's coming.
The result: faster close, fewer surprises, less price erosion at the finish line.
Sellers who prepare sell better. Every time.

If you're planning an exit in the next 12 months - DM me before you go to market.

#QualityOfEarnings #MergersAndAcquisitions #SMBacquisitions #DueDiligence

[Guru of BP, DD, QoE - SMB @AlexSilensky]

A buyer came to us three weeks before his scheduled close.
His lawyer had flagged something in the purchase agreement. Nothing dramatic - just a clause about working capital that didn't match the seller's verbal commitment.
He'd already spent $35K on legal. Lender was ready. He was mentally done with the process and wanted to wire.
His broker told him the QoE was unnecessary at this stage. "The deal is clean, you're wasting time."
We started anyway.
Two things surfaced in the first week.
First: the working capital peg had been calculated using an unusual methodology that inflated the target by about $180k . Not fraud - just a calculation the seller's accountant had been using for years that didn't reflect how the business actually operated. Nobody had questioned it.
Second: one of the three revenue streams - about $290K annually - was tied to a verbal agreement with a related party. No contract. No renewal terms. Just a handshake that had been in place since 2019.
We documented both. Buyer went back to the seller.
Working capital was renegotiated. The related-party revenue got an earnout structure tied to its retention for 24 months.
Total impact: roughly $400K in price adjustment and protected downside.
The QoE cost a fraction of that.

If you're in a deal right now and want a second set of eyes on the numbers - DM me before you wire.

#QualityOfEarnings #DueDiligence #SMBacquisitions #BusinessAcquisition #QoE

[Guru of BP, DD, QoE - SMB @AlexSilensky]

I've never had a client come back and say we asked too many questions.
I've had clients come back and say they wished we'd asked more.

[Guru of BP, DD, QoE - SMB @AlexSilensky]

The deals that close smoothly have one thing in common.
Both sides wanted it to work.
Not just wanted the money. Wanted the actual outcome - the business in good hands, the buyer set up to succeed, the transition done properly.
When that's true on both sides, everything else is just paperwork.
When it's not - no amount of legal documentation fixes it.

[Guru of BP, DD, QoE - SMB @AlexSilensky]

A seller once told me our questions were too detailed.

I asked him how detailed he'd like us to be with someone else's $3 million.

He didn't have a follow-up.

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Three years ago someone asked me what I do for a living.
I said "quality of earnings reports for M&A transactions."
They nodded politely and changed the subject.
Now I say "I make sure buyers don't overpay for businesses."

Much better conversation.

[Guru of BP, DD, QoE - SMB @AlexSilensky]

The most common thing I hear after a QoE:

"I had no idea."

Not always bad news. Sometimes it's "I had no idea the business was this clean."

But usually it's something in between. Something that changes the price, the structure, or the timeline.

That's the point.

You should know exactly what you're buying before you buy it. Not after.

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Seller pushed hard to close fast.
"We need to move quickly. Other buyers are interested. Can you compress the diligence timeline?"
We adjusted. Pushed our team. Prioritized their deal.
Then, a week into diligence - radio silence.
Turns out the seller went on vacation.
No handoff. No coverage. No one to answer questions in the data room. Just an out-of-office and a two-week pause on a process they told us was urgent.
I don't share this to complain. It happens more than you'd think.
But it's worth saying clearly: urgency is a two-way street.
If you're asking a buyer's team to compress their diligence window, that commitment runs both directions. The buyer is taking on real risk by moving faster. The least the seller can do is stay available.
Timeline pressure during diligence isn't neutral. It creates conditions where things get missed - on both sides. When sellers push for speed and then disappear, the buyer is left with an impossible choice: wait and lose momentum, or proceed with incomplete information.
Neither is good.
If you're selling a business and you want a fast close - stay in the deal. Answer questions the same day. Keep your team available. Don't create urgency and then vanish.
The fastest deals I've been part of weren't fast because someone pushed hard on timeline.
They were fast because both sides showed up every day until it was done.
#MergersAndAcquisitions #DueDiligence #SMBacquisitions #QualityOfEarnings

[Guru of BP, DD, QoE - SMB @AlexSilensky]

@PEoperator try @OgScapital

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Something I've noticed working with ETA buyers.
They get LOIs signed. Consistently. Even in competitive situations.
It's not luck. There are a few things they do differently.
They move fast. A motivated seller doesn't want to wait two weeks for an offer. ETA buyers treat speed as a competitive advantage - they know what they want, they've done the pre-LOI work, and they can put paper in front of a seller while other buyers are still "thinking about it."
They speak the seller's language. Most sellers don't care about IRR or exit multiples. They care about their employees, their legacy, and whether the buyer actually understands what they built. ETA buyers who've spent months studying a specific industry show up knowing the business better than buyers who are shopping broadly.
They're decisive. Sellers can feel hesitation. ETA buyers who've done the search, built the thesis, and know their criteria don't hesitate. That confidence closes more deals than any term in the LOI.
They structure thoughtfully. A seller note, a transition period, a clean earnout tied to something real - these signal that the buyer has thought past the close. Sellers notice.
And honestly - they treat the LOI as the beginning of a relationship, not the end of a negotiation.
That's the part most buyers miss.

#ETA #SMBacquisitions #SearchFund #MergersAndAcquisitions #BusinessAcquisition

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Everyone's asking which businesses AI will replace.

I think buyers are asking the wrong question.

The better question: which businesses does AI make more valuable?

Here's what I look for when someone asks me about acquisition targets in an AI world.

Businesses where trust is the product.
Funeral homes. Veterinary practices. Family dentists. Elder care. People don't want AI making decisions at the hardest moments of their lives. They want a human they know and trust. That relationship doesn't transfer to a chatbot.
Businesses where physical presence is non-negotiable.
Plumbing. HVAC. Electrical. Roofing. AI can schedule the appointment. It cannot fix the pipe. The skilled trades are chronically undersupplied and AI makes that worse, not better - because it accelerates demand for the infrastructure these businesses maintain.

Businesses with regulatory complexity.
Environmental compliance. Safety inspections. Licensed contracting. The more regulated the industry, the harder it is to automate. Liability follows humans for a reason.
Businesses where the relationship IS the moat.
Regional distributors with 20-year customer relationships. Niche B2B service providers where switching costs are high and the account manager has been the same person for a decade. AI can't replicate that history.

Businesses that serve other businesses navigating AI.
Training, change management, implementation support. Every company trying to adopt AI needs humans to help them do it.
The businesses most at risk are the ones doing high-volume, low-complexity, repeatable cognitive work with no relationship component.

The ones least at risk are the opposite of that.
If you're buying a business in the next 12 months - run it through that filter before you run it through a valuation model.

#SMBacquisitions #BusinessAcquisition #MergersAndAcquisitions #AI #MainStreetMA

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Most sell-side advisors help you present the business.
We help you survive the buyer's QoE.
There's a difference.
A polished CIM gets you to LOI. What happens after LOI is what determines the final price - and whether the deal closes at all.
We've done hundreds of buy-side QoE reports. We know exactly what the buyer's team is looking for because we've been that team. We know which add-backs get challenged and which ones hold. We know what "organized data room" actually means to a QoE analyst at 11pm trying to reconcile your revenue. We know the questions that come in round three of diligence that nobody thought to prepare for.
That's what we bring to the sell side.
We go through your business the way a skeptical buyer would. Not to find problems - to find everything that could slow down, derail, or discount your deal, and fix it before anyone else sees it.
The result isn't a prettier presentation.
It's a seller who walks into diligence knowing exactly what's coming. Shorter timelines. Fewer surprises. Less price erosion at the finish line.
Most sellers prepare for the pitch.
We prepare you for the scrutiny.
That's where deals are actually won or lost.

#QualityOfEarnings #MergersAndAcquisitions #SMBacquisitions #DueDiligence #BusinessValuation

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Most sellers have never sold a business before.

But the buyer's QoE team has done this hundreds of times.

That's the gap. And it costs sellers money.

Disorganized data room - deal slows down. Buyer gets nervous.

Slow responses to diligence questions - buyer assumes the worst.

Legitimate add-backs without proper documentation - buyer cuts them.

Surprises mid-diligence - price gets renegotiated.

None of this is inevitable.

Sell-side preparation means going through your own business before the buyer does. Finding what will get flagged. Documenting what needs explaining. Organizing everything so diligence runs fast and clean.

Sellers who prepare sell faster, at better prices, with fewer last-minute surprises.

The business took years to build. The sale is the moment it converts into value.

Don't wing it.

#MergersAndAcquisitions #QualityOfEarnings #SMBacquisitions #DueDiligence

[Guru of BP, DD, QoE - SMB @AlexSilensky]

People ask me why I enjoy working with first-time buyers.
Honestly - they're my favorite clients.

Not because the work is easier. It's usually harder. More questions, more hand-holding, more time explaining why we're asking what we're asking.

But here's what first-time buyers have that experienced acquirers sometimes lose.

They take nothing for granted.

A seasoned buyer looks at a P&L and sees what he expects to see. A first-time buyer looks at the same P&L and asks "wait, why is this number here?"

Sometimes that question leads nowhere. Sometimes it leads straight to the thing everyone else missed.

Beginner's mind is underrated in due diligence.

There's something else too.

When I work with a first-time buyer, I'm not just helping them close one deal. I'm teaching them how to think about every deal they'll ever do. The questions to ask before LOI. The red flags that hide in clean books. The difference between an answer and a placeholder that looks like an answer.

That knowledge compounds. Ten years from now they'll be the experienced acquirer who still asks the right questions - because someone walked them through it properly the first time.

And occasionally they catch something I almost missed. Because they weren't assuming anything.

That's the part I genuinely enjoy.

The work isn't just about the transaction. It's about making sure the person on the other side of the table understands what they're buying - and why it matters.

#QualityOfEarnings #SMBacquisitions #DueDiligence #BusinessAcquisition

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Something I want to be clear about.

We don't do checkbox QoE reports.

You know the ones. 80 pages. Every section covered. Formatted beautifully. Filed away and never read again.

That's not what we do.

When we run a buy-side QoE, we're trying to answer one question: is this business actually worth what you're about to pay for it?

Everything else follows from that.

We don't test things because the template says to test them. We test the things that matter in this specific business, in this specific industry, at this specific point in the deal.

Sometimes that means spending 60% of our time on one revenue contract because that contract is 40% of EBITDA and the renewal terms are vague.

Sometimes it means ignoring a section that looks important on paper because the real risk is somewhere else entirely.

A formal QoE tells you what was tested. Our reports tell you what we found - and what it means for the price you're about to pay.
The difference matters when you're wiring seven figures.
If you want a report that looks thorough, there are plenty of firms that will give you one.
If you want to actually know what you're buying - that's a different conversation.

#QualityOfEarnings #DueDiligence #SMBacquisitions #MergersAndAcquisitions

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Got a message this week that made me stop for a second.

"We evaluated several firms for our due diligence and OGS Capital is currently our top choice."

I don't share this to brag. I share it because of what it represents.
That person found us on social media. Read the posts. Formed a view over weeks - maybe months - of seeing how we think about deals, what we flag, how we talk about the work.
They didn't call because of an ad. They didn't find us through a directory. They reached out because by the time they needed a QoE provider, they already felt like they knew how we operate.
This is why I write about the actual work. The deals that almost went wrong. The questions sellers don't answer. The red flags that hide in clean books. The conversations nobody has at the start that cost everyone later.
Not to fill a content calendar. Because if you're about to spend $2M+ on a business, you should know exactly how the person doing your QoE thinks before you hire them.
If you're evaluating QoE providers right now - read the posts. Ask hard questions. See how they respond.
The thinking shows up in the work.

#QualityOfEarnings #DueDiligence #SMBacquisitions #MergersAndAcquisitions

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Most buyers do their serious diligence after the LOI.

That's too late.

Not because diligence doesn't matter post-LOI - it does. But by the time you sign the letter of intent, three things have already happened that work against you.

You're emotionally invested. You've told people. And the seller knows you're serious, which shifts the negotiating dynamic.

A 30-minute conversation and a quick look at three documents before LOI would have told you most of what you need to know about whether this deal is even worth pursuing.

Here's what I mean by a surface check before LOI.

Ask for the last two years of P&L and tax returns. Not to analyze them in detail - just to see if the story the broker told you matches the numbers on the page. If revenue in the CIM is $3.2M and the tax return shows $2.1M, that conversation needs to happen before you sign anything.

Ask who the top three customers are and what percentage of revenue they represent. You don't need the contracts yet. Just the names and the numbers. If one customer is 55% of revenue, you know what the LOI needs to say about earnout structure before you write it.

Ask the seller directly: is there anything in diligence that's going to surprise us? Not as a gotcha. As a genuine question. The answer - and the way they answer it - tells you a lot.

None of this replaces a proper QoE. But it tells you within 48 hours whether the deal deserves one.

The buyers who skip this step don't save time. They spend $30,000 on diligence for a deal they should have walked away from in week one.

Do the surface check first. Sign the LOI second.

#SMBacquisitions #DueDiligence #MergersAndAcquisitions #BusinessAcquisition

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Something nobody tells first-time buyers:

The hardest part of the deal isn't finding the right business.

It's staying rational after you find it.

Once you've spent three months searching, signed the LOI, told your family, started imagining yourself running the thing - your brain stops being a diligence tool and starts being a deal justification machine.

Every red flag becomes "manageable."

Every missing document becomes "not a big deal."

Every bad answer becomes "I'll figure it out post-close."

This is why you need people around you who aren't emotionally invested in the outcome.

Not to kill the deal. To make sure that if it closes, it closes on real numbers.

[Guru of BP, DD, QoE - SMB @AlexSilensky]

I had a seller tell me last week that our questions were "too detailed."
We were asking about a $4.2M transaction.
There is no such thing as too detailed at $4.2M.
The questions feel excessive until the day they find something. Then they feel like the most important thing anyone ever asked.

[Guru of BP, DD, QoE - SMB @AlexSilensky]

Something has shifted in the last 12 months.
More and more sellers and brokers are using AI to answer our diligence questions.
I get it. We send a lot of questions. AI generates answers fast. Everyone's busy.
But here's the problem.
AI-generated answers to QoE questions are almost always generic. They sound complete. They're formatted well. And they say almost nothing.
"Payroll increased due to headcount growth and compensation adjustments across the organization."
That's not an answer. That's a placeholder that looks like an answer.
We identify this quickly. Usually within the first round of responses. The tells are consistent - no specifics, no dates, no names, no internal logic that connects one answer to the next. Real answers from people who lived through the numbers have texture. AI answers don't.
And when we identify it, we go back and ask again. Which means more rounds, more time, more friction.
What should take 3 weeks takes 6.
Neither side wins.
To brokers and sellers reading this: I understand the instinct. Diligence feels like an avalanche of questions and AI feels like a solution.
It isn't.
A real answer to "why did your gross margin drop 4 points in Q3?" takes ten minutes from someone who knows the business. That ten minutes saves two weeks of back and forth.
Use AI to organize your data room. Use AI to prepare your team for what's coming. Use AI to draft the first version of answers - and then have a human who actually knows the business review and rewrite every single one.
The buyers on the other side of your deal are professionals. They will notice.
And when they notice, the clock doesn't stop - it just starts running against you.

#DueDiligence #QualityOfEarnings #MergersAndAcquisitions #SMBacquisitions