For buyers under LOI

Know what you're actually buying before you close

We're Edler Zain, an M&A-focused CPA firm. We test the seller's numbers against the bank statements and the general ledger, size the real earnings, and show you what the business can actually support. So you walk into closing knowing whether to sign, renegotiate, or walk.

Book your free deal call ↗

30 minutes on your deal, the seller's numbers, and what to test first.

An M&A-focused CPA firm
built around the deal.

200+M&A deals
$375MEnterprise value
800+Clients served
The gap that costs buyers

Under LOI, but not sure the seller's numbers will hold up?

Book your free call ↗
  • 01The CIM shows strong earnings, but the add-backs look generous and nobody has tied them to actual transactions.
  • 02Parts of the balance sheet look like placeholder numbers, from receivables that may be years old to inventory nobody has counted.
  • 03Your lender's model depends on the earnings holding up, and if debt service coverage drops below 1x, the whole deal changes.
  • 04With the Buy-Side QofE System, we act as your independent verifier and tell you which of the seller's numbers are right and which aren't.
  • 05When you know the real earnings, you either close knowing what you bought or go back to the seller with evidence for a better price.
Joe Foster
“Mark was massively helpful in conducting a QoE as part of my due diligence on a home services deal. He uncovered a few critical discrepancies that helped mitigate my risk, and also just gave a lot of peace of mind.”
Joe FosterCEO, Chester Companies
Juan Carlos Mastellari
“Mark's style and demeanor during the due diligence interviews with sellers added tons of value through the trust he creates in those conversations. We will continue to work with Mark in the future and are using him for other international engagements.”
Juan Carlos MastellariCEO, NorthView Holdings
Introducing the Buy-Side QofE System

An independent read on the earnings before your money is on the line.

We help buyers separate what the seller is claiming from what the business actually earns, so the price and the financing are built on real numbers.

1

Earnings you can trust

Every add-back is traced to the general ledger and bank activity, so you know which ones hold up and which ones don't.

2

A deal the business can support

We size the real earnings against your debt service, so you know whether the deal works before the lender asks.

3

Working capital sized right

We set a working capital target based on how the business actually runs, so you don't end up funding the gap out of pocket after closing.

4

Leverage at the table

Specific findings tied to source records give you a clear case for a price adjustment when the numbers come in lower.

How it works

Three steps to go from the seller's numbers to a decision you can stand behind

01

TEST

Tie the numbers to cash.

We reconcile the seller's financials to the bank statements and the general ledger, so the starting point is real.

“The seller already gave us financials.”

That's where we start. We check them against the bank records, because that's where problems in a seller's numbers usually show up first.

02

ADJUST

Find the real earnings.

We review every add-back, owner expense, and one-time item, plus the payroll, headcount, and deferred spending you'll inherit.

“The broker's add-backs look reasonable.”

Some will be. We trace each one to actual transactions and show you which ones hold up.

03

DECIDE

Bring a clear answer to the table.

We deliver a databook and walk you through the findings in plain terms, including what to raise with the seller and your lender.

“Isn't this just a box to check for the bank?”

Your lender may require it, and it also tells you what you're buying and what to ask the seller to fix before you close.

Results

M&A Case Studies

Testimonials

Here's why our clients love working with us.

Tell us about the deal you're working on.

30 minutes with a partner. We'll tell you what to test first in the seller's numbers.

Book your free call ↗
About us

A CPA firm built for entrepreneurs who buy, build, and sell.

Edler Zain was founded in 2022 as an M&A-focused CPA firm for founder-owned businesses. Our team brings Big 4 backgrounds and has personally acquired businesses, guaranteed debt, and run operations.

We've worked on 200+ M&A deals, primarily on the buy side, so we know where a seller's numbers tend to break down.

200+M&A deals
$375MEnterprise value
800+Clients served
Big 4Background across the team
Before we talk

Common questions.

When should I start the QofE?+

As soon as you sign the LOI. Starting early gives you time to raise findings with the seller and your lender before closing.

Will my lender accept your report?+

Lenders vary in what they require. We'll ask about your lender's requirements on the first call and make sure the report addresses them.

What do you need from the seller?+

Typically the general ledger, bank statements, tax returns, payroll reports, and the broker's add-back schedule. We'll send a full request list once we start.

What if you find a problem?+

We'll tell you as soon as we find it, so you have time to renegotiate or walk away before closing.

What happens on the free call?+

We'll talk through your deal, the seller's numbers, and your timeline to close, then tell you whether the Buy-Side QofE System is a fit and what the next step should be.

Your next step

Ready to find out what you're actually buying?

  • Seller financials tied to bank statements and the general ledger
  • Every add-back traced to source records
  • A working capital target based on real activity
  • A databook and a walk-through of the findings
Book your free deal call ↗
“Their QoE work is exceptional, but they go beyond the numbers. They know the art of balancing all the stakeholders involved in a deal. They set clear expectations and deliver on them.”
Ken Wohl
Ken WohlFounder, Nice Day Ventures
Edler Zain

The CPA firm for entrepreneurs.

info@edlerzain.com
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