Staff at the trade counter of a distribution business read order sheets while a worker stacks boxes behind them

Buyers & Investors

Financial and business diligence for a decision you can defend.

LIMESTONE provides fixed-fee Quality of Earnings and Operational & Market Diligence for searchers, independent sponsors, family offices and strategic buyers.

We test historical earnings and examine material operating risks within the agreed scope. For select acquisitions, we also consider separately negotiated acquisition and operating partnerships. Independent diligence stands on its own.

What it costs

Four fixed-fee scopes, with Operational & Market Diligence beside them.

Diligence for buyers · starting fees

Quoted in writing

Red-Flag Review

from$2,500

A document-limited early read

QoE Lite

from$7,500

QoE Core

from$15,000

QoE Full

from$25,000

Every formal QoE delivers the report, the Financial Exhibit Book and the client Excel workbook, at the tier’s depth.

Operational & Market Diligence

Scope and fee agreed before work starts

Starting fees for qualifying scopes.

By buyer type

The report a buyer needs depends on who is buying.

Each buyer prices something different, so the diligence has to prove something different.

What each buyer type has to prove

Five buyers · one report built for each

The buyer, and what they price

What their diligence must prove

The LIMESTONE report

Individual with an SBA 7(a) loanPrices debt coverage and a salary to live on; the lender decides which earnings count.

Earnings that tie to the return and the bank, and whether the owner’s seats transfer.

The Quality of Earnings for the lender’s file, with the operator’s read of the documents. SBA quality of earnings

Searcher with investorsPrices cash flow against the entry multiple and the debt; concentration is usually a deal-breaker.

The peg set before the letter, and customers called through the seller.

QoE Core, with Operational & Market Diligence for the customer calls, or the Acquisition Partnership for a partner in the seats.

Family officePrices a business that runs without the seller.

Bench depth and culture, and tie-outs across more than one year.

QoE Full, with Operational & Market Diligence led by bench depth.

Platform or add-onPrices how the business fits the platform; integration decides the return.

Management depth, integration readiness, and margin by product and customer.

QoE Core or Full, with Operational & Market Diligence on bench and systems.

Strategic buyerPrices synergies from a combined profit and loss; needs the contracts most.

Documented processes, a named owner per critical function, contracts that survive a change of control.

The Quality of Earnings, with the change-of-control consents listed for counsel.

When the letter brokeAxial, 2025 · 75 failed letters of intent
Family offices
37days
Search funds
about 70days
Private equity
106days

Days under exclusivity before the deal died, by buyer type. Diligence findings explained 46.6% of the 75 failures.

Source: Axial, Dead Deal Report, updated 27 January 2026, 75 letters of intent that failed to close in 2025. Buyer rows: LIMESTONE engagement practice.

Before the names are released

Pre-LOI request list

Ask for

Checked against

Each account as a letter, with revenue by year for four yearsCustomer A to Z, no names

Twelve months of bank statements; deposit size and frequency show the concentration.

When each account started buying

The oldest invoice on each account.

Contract or handshake, and the notice period

The contracts’ assignment and change-of-control terms, once the names are released.

Who holds the relationship, the owner or the business

The sales system’s representative of record, and the owner’s calendar.

Accounts lost in the last three years, with the reason

The revenue ledger, account by account.

Gross profit by account, where the books allow it

The price file and cost of sales, built in the review where the business has never produced it.

The rule

Names are usually withheld until confirmatory diligence. If the shape is withheld too, that is recorded as a limitation and weighed in context.

The LIMESTONE buy-side request list, pre-LOI items.

Before the names

Ask for the shape of the customer base before you ask for the names.

What a seller can give you before the letter of intent is the shape of the customer base, with the names stripped out.
A plant manager walks a visitor along a production line.

Searchers and first-time buyers

Buy one business, and pay for one quality of earnings.

Most self-funded searchers sign more than one letter of intent before one closes. They buy one business. The Red-Flag Review is built for that stage: a short, document-based read of the deal in front of you before you pay for a full review. Once you’ve picked the deal, the Quality of Earnings and the operator’s read run together. On a 7(a) acquisition at a business purchase price of $3 million or more, the lender must obtain a quality of earnings, and the report you commission can count if the lender has one of its approved vendors review it; the SBA page sets out how each route works. The field guide walks the path from first memorandum to wire.

Who does the work

A CPA tests the earnings and an operator reads the business.

Ryan Anoskey, CPA, has completed more than 100 buy- and sell-side QoE engagements across his career and leads the financial testing. Jared Luegers, CFA, who led strategic initiatives at a portfolio company through its $190 million sale, reads the operation, performs the documented second review and leads Operational & Market Diligence when it is scoped. LIMESTONE issues the report, and it stands on its evidence and agreed limitations. Samples and an illustrative case are on the Case Studies & Samples page.

The tested figure

Three figures sit on the table; one of them is tested.

The seller’s proposed earnings, the buyer’s hard line, and the tested figure, where every add-back kept is real, provable and defensible. The peg moves inside a band the report states.

Sensitivity on earnings and working capital

Illustrative · $ in thousands

The base case is $1.25 million; the contested items span $1.20 million to $1.39 million, and the peg moves inside a $53,000 band.
Adjusted EBITDA
Seller’s proposed1,386.1
1,386.1
LIMESTONE base1,247.1
1,247.1
Buyer’s hard line1,198.7
1,198.7
1,1801,400
Working-capital peg
Three-month average1,327.7
1,327.7
Trailing twelve, recommended1,297.1
1,297.1
Same month, prior year1,275.0
1,275.0
1,2601,340
The readThe base case keeps only the add-backs that clear the three gates, each with its document.
LIMESTONE expresses no conclusion of value and is not a valuation firm. Hoosier Supply Co. is our sample company. Exhibit 1.8 of the sample Exhibit Book.

Questions

Three questions buyers ask on the first call.

Longer answers sit on the Quality of Earnings and Operational & Market Diligence pages.

Which path, the diligence or the partnership?

Hire the diligence if your lender and counsel are in place and you have a plan for the first year. Ask about the Acquisition Partnership if you want the people who tested the deal to size the structure and take the CFO or operating role after close; the business has to be in Indiana or within about four hours of it.

A portfolio business of mine needs a hand. Is this the right page?

Yes, through the CFO and operating partner roles: the operating partner owns the value plan and the decisions that have to move off one person, the CFO the 13-week cash view and the reporting. The roles are on the CFO & Operating Partner page.

How fast can you start?

After a thirty-minute call, the fee comes in writing, usually within a business day. Work starts on Day 1, the later of cleared payment and the last critical item on our request list. A Quality of Earnings is delivered 10 to 25 business days after Day 1 (Lite 10 to 15, Core 10 to 20, Full 15 to 25); a Red-Flag Review’s delivery date is set when it is scoped.

Get started

Send us the deal on your desk.

Bring the memorandum, and the letter if there is one. A thirty-minute call with both partners, then one fixed fee in writing. If the deal doesn’t need a full review, you’ll hear that.

Ryan Anoskey, CPA · Partner · ryan.anoskey@limestonesp.com

Jared Luegers, CFA · Founder and Managing Partner · jared@limestonesp.com