Aerial view of a working limestone quarry
For Owners · Before You Sell

Exit Readiness Review: what a buyer will find, found first.

A buyer will read your numbers and your operation from the outside, with no reason to be generous. This is that same read, run for you, three months to four years before you sell, while the answers can still be changed. It ends in a fix list with a call on every item: fix it before you go to market, fix it after an offer, or stop trying to fix it and put it on the table priced. Indiana-rooted. Serving buyers and owners nationwide.
Hoosier Supply Co. · Illustrative

The owner rated himself 68. The evidence carried 46.

68 against 46
What he believed, against what the evidence supported
Scored on the same 25-factor rubric both times. The left number is his own free Foundation Check self-rating. The right is ours, where every factor had to cite a document, a number, or something we watched happen. He was not wrong about his business. He was rating the part he could see, which is the part that works.
4.0 against 1.8
Leadership bench, the widest gap of the five dimensions
A capable office manager who had never set a price, never negotiated a vendor program and never held a profit-and-loss statement. The two dimensions he over-rated most are the two nobody inside a business can assess about themselves, and they are the first two a buyer tests.
30 days
What it took to close the lowest-rated finding in the review
Nothing held the two people a buyer would have to keep. No agreement of any kind, no non-solicitation covenant, no retention award. Closed with paperwork in a month; done during diligence, the same paperwork looks like a reaction.
The numbers read

What the business earned, proved to the bank.

A sell-side Quality of Earnings. Led by Ryan Anoskey, CPA.

  • Every add-back against three gates
  • Personal spending stripped out
  • The walk from the filed return, tied
  • Working capital and the peg
Where the documents stop
The operator read

Whether those earnings belong to the business or to you.

Interviews, the calendar, the approval routing. Led by Jared Luegers, CFA.

  • Which seats the earnings run through
  • Whether anyone else can hold them
  • What the customer relationships attach to
  • What a buyer underwrites on day one

One report, one readout. Run apart, the two contradict each other and you are left deciding which to believe.

The financial mechanics live on the Quality of Earnings page and are not repeated here.

The two halves

A buyer reads the numbers and the operation together, so we do too.

Ryan Anoskey leads the numbers, and he has run more than one hundred quality of earnings engagements, buy-side and sell-side. Jared Luegers leads the operator read and does the interviews himself. Run together, the operator work explains what the numbers show: on the sample business the margin slipped, and only the pricing process said why.
A business owner standing in the doorway of his own building, looking out
The five dimensions

The two dimensions he over-rated most are the two he could not see from inside.

The gap is the point, and where it is widest is where a sale gets decided. Note the last row. Deal-ready is the dimension owners routinely under-rate, because a finished Quality of Earnings and an organized data room put you further along than you think.

Dimension He rated Evidenced What the evidence rests on

A. Clean numbersCan a buyer trust the numbers?

4.0

2.6

AmberEarnings quality is strong. The close lands near day 20 with no commentary, and no customer-level or line-level margin exists.

B. Runs without youDoes it run when you are out?

4.0

2.0

RedThe counter and the warehouse run without him for a week. Pricing, purchasing and the top three accounts do not. 61% of scheduled time in customer, pricing or vendor meetings, and 11 of 14 recurring approvals route to him.

C. Leadership benchIs there a team that carries it?

4.0

1.8

Red · the binding constraintNo employment agreements for the two seats a buyer must keep, and no named successor for any seat he holds.

D. Market positionIs the position durable?

3.0

2.4

AmberThe service advantage is real and his own data supports it: a 96.4% fill rate on stock items. Pricing power is defensible on stock and absent on quoted work.

E. Deal-readyReady to transact?

2.0

2.8

Amber · the one he under-ratedHeld back by an undocumented equity understanding, a related-party lease whose change-of-control terms are untested, and a largest account on no written terms.

Foundation Score

68

46

Out of 100. Evidenced stage: Footing.

Scored 1 to 5 on a 25-factor rubric, five factors per dimension, equal weight. The rated column is the free Foundation Check self-assessment; evidenced is our rating, each factor citing a document, a data point or a direct observation. Source: LIMESTONE analysis. Illustrative; Hoosier Supply Co. is fictional.

Revenue against gross profit

Illustrative · trailing 12 months

Share of revenueShare of gross profit
Customer AOpen POs, volume pricing
23.5%19.3% of profit
Customer B
12.3%11.4%
Customer C
9.1%9.7%
Customer D
5.9%6.8%
Customer E
4.8%4.5%
Customers F to J
14.1%14.8%
All other accountsEleven accounts
30.3%33.3%
The top account
24%of revenue

19% of gross profit. It buys at volume pricing on open purchase orders with nothing to assign at close; the exposure is the relationship.

The top ten
70%of revenue

67% of gross profit. The tail of eleven small accounts carries a third of the profit on under a third of the revenue.

Hoosier Supply Co. is fictional. Gross profit by account is built in the review from the price file and cost of sales; the business had never produced it. Shares of the trailing twelve months.

Six more tests

The top account is 24% of revenue and 19% of gross profit, and a buyer reads both.

Six tests were added to the Review in October 2026. Each followed a loss. The first is a standalone cash schedule that traces every inflow to a customer and every transfer among your entities, so nobody can later say another business was paying this one’s bills. Profit by customer sits beside revenue by customer, because a customer inside a 10 to 15% revenue screen has carried half a business’s earnings. Reviews, complaints and litigation are read as a reputation check, a trade reference is called only with your written consent, and three years of premiums and loss runs make up the insurance history. Every leader interview asks whether anyone inside has tried to buy the business. And each seat you hold is priced at market, because an owner who is also the estimator costs more than one salary to replace.

The default

No contact at all.

The concentration read comes from your contracts, your invoices and your churn history. It needs no phone call, and most reviews never make one.

If you switch it on

01

You pick the accountsNot us, and not all of them. Usually the three or four where the answer actually matters.Your call

02

You make the introductionIn your words, on your timing. Nobody is contacted cold and nobody hears it from us first.Your call

03

The same question set every timeWhether they are buying the business or buying you, what switching would cost them, and whether the margin survives a new owner.

04

Themes in the report, names only with consentNo quotation is attributed to a named customer unless that customer agrees to it.Their call

A declined account stays on the record, because a refusal is itself a finding.

Your customers

We do not contact your customers unless you ask us to.

The first thing most owners want to know is whether this puts their accounts at risk. It does not. If you do want the customer view, and it is the best evidence there is of whether a relationship is attached to the business or to you, we will run it on your terms: you pick the accounts, you approve the introduction, and nothing is attributed to a named customer without consent. It stays your decision throughout.

Whose yes a sale needs

Asset sale against stock sale

Who has to say yes

Asset sale

Stock sale

Customers with change-of-control or anti-assignment clauses

Consent to assign each contract with the clause.

Consent only where the clause names a change of control.

The landlordThe lease

A new lease, or assignment with consent.

Consent where the lease has a change-of-control clause.

The lender

Payoff at close; liens released.

Payoff or consent; guarantees reassigned.

Licensing bodiesEntity or personal licenses

New licenses, or a qualifier the buyer brings.

Entity licenses stay; a personal one needs a qualifier.

Vendors with dealer or supply agreements

Consent to assign, or a new agreement.

A change-of-control check on each.

Contractors and employees who hold rightsWork they built; covenants they signed

Assignments and covenants re-papered where they do not transfer.

Carry over as written.

The pattern

An asset sale re-papers almost everything; a stock sale carries the contracts and their clauses with it.

Consents a sale of a business this size commonly needs; counsel confirms each for your deal.

Whose yes a sale needs

Deal-ready includes everyone whose consent a sale needs.

The deal-ready dimension maps everyone whose yes a sale needs: customers whose contracts carry change-of-control or anti-assignment clauses, the landlord, the lender, the licensing bodies, vendors with dealer agreements, and people who hold rights to what they built. The Review lists each consent and what it rests on, so nothing is asked for in the week before closing. Your counsel decides the form of the deal.

The fix list

Five things to fix before market, four to fix after an offer, and three to stop fixing and disclose.

Fix before you go to market

Five · all inside 90 days

  • The office manager and the estimator under agreement30 days
  • The equity understanding and the dealer consent in writing30–60 days
  • A named contact on the three owner-held accounts60–90 days
  • The price file recalibrated, with a margin floor30–60 days
  • Margin by line, a close by day 15, a weekly meeting90 days

Fix after an offer

Four · real work, longer clock

  • Pricing authority into the office manager’s seat9–12 months
  • The three largest vendor programs handed over6–9 months
  • The four riskiest processes written down6 months
  • Change of control tested on the warehouse lease60 days

Stop fixing it and disclose it

Three · the column nobody gives an owner

  • The 24% customer concentrationNot fixable
  • The lost account and the service failure behind itHistoric
  • The on-premise server and the paper ticketsNot worth it

The retention paperwork goes first: every other fix assumes the two people a buyer must keep are still there.

From the sample review’s fix list, which rates every item on its consequence to price and gives the effort and the time to fix it. Illustrative; Hoosier Supply Co. is fictional.

Runway

What is fixable depends almost entirely on how long you have.

The question an owner actually asks is whether there is still time. Nothing on this list is exotic, and all of it takes longer than an owner expects, which is the argument for starting before you think you need to.
Three years out You sell

Three years

Everything is still available, including the things only time can prove.

  • A successor who has held the seatThrough a full cycle, with the numbers to show it.
  • Concentration brought downBy winning new accounts.
  • A margin trend a buyer can extrapolateThree years of it.

Twelve months

Authority can still move, and proving it takes the whole year.

  • Pricing authority in a second seatWith a written framework and a monthly margin review. Nine to twelve months of repetitions.
  • Vendor programs handed overWith introductions and the rebate calendar. Six to nine months.
  • The four riskiest processes documentedReplenishment, quoting, counter pricing, month-end close.
  • A weekly operating cadenceRunning long enough that a buyer believes it predates them.

Three months

Paperwork and pricing only. Everything else becomes disclosure.

  • Retention agreements signedThe two people a buyer must keep. Thirty days, and the cheapest item on the list.
  • The equity understanding in writingAnd change-of-control consents requested where agreements carry them.
  • The price file recalibratedWith a margin floor set on quoted work.
  • Named contacts on the top accountsIntroduced to the account in person.

Timings from the sample review’s fix list, which states an effort and a time to fix for every item. Source: LIMESTONE analysis. Illustrative; Hoosier Supply Co. is fictional.

After the review

Most owners run the list themselves, and some want it run with them.

The Review ends in a fix list written to be run by the owner. Owners who want it run with them put a CFO and an operating partner in the business every month, working the same list on two clocks, re-scored each quarter. That is the Exit Readiness Partnership.

See the actual work

You can read a whole review before you hire anyone, including us.

The readout excerpt

The five dimensions, the findings register and the fix list from a full review. Three pages is enough to tell whether a firm can actually do this, which is the only reason to offer them.
Ask on the call or by email. It comes back the same day, with no form to fill in.
First page of the LIMESTONE sample Quality of Earnings report, QoE Lite, sell-side, for Hoosier Supply Co., a fictional business.

The full sample report

Ten pages: the executive summary, the five dimensions scored against evidence, the twelve findings with the call on each, the fix list and the readout. Hoosier Supply Co. is fictional and every page says so. It records the green findings as carefully as the red, because a review that lists only problems is not a review.
Sent. It is on its way from Jared Luegers and usually arrives within a minute. If it does not, check your spam folder.
That did not send. Try once more, and if it still will not go through, contact us and we will send it across.
We use this to send the report and one follow-up, plus the newsletter only if you tick the box.

Questions We Get

What owners ask before they start.

If yours is not here, the full FAQ has more, or ask it on the call. The Owners & Sellers page lays out where to start by how far out you are.

How far out should I do this?

Three months to four years. Closer than three months and the list is mostly disclosure, because the fixes that matter need time to become true. Further out than four years and the business changes enough that parts of it have to be re-run. Two years out or more, almost everything on the list is still reachable. For a dental practice, most of that work takes about two years, and we wrote up what a buyer’s quality of earnings checks in one.

What are the scopes, and which one do I need?

Two. The Review is the numbers read at Core scope plus the operator read, and it is what most owners take. Comprehensive goes deeper on both, including owner-directed customer conversations where you want them, and suits a business with more moving parts or an owner closer to market. If you only want the numbers, a sell-side Quality of Earnings on its own is the smaller door. A short call is enough for us to tell you which one fits, and if this business does not need the full review, that is what you will hear.

Do I need a Quality of Earnings first?

No. The Review includes one. If you have already had a Quality of Earnings done, we will read it and scope around what it covers. If you only want the numbers and nothing else, that is a sell-side Quality of Earnings on its own, and it has its own page.

Will you talk to my customers?

Only if you ask us to. You pick the accounts, you approve the introduction, and nothing is attributed to a named customer without consent.

Will you tell me what the business is worth?

Not in writing, and not as a conclusion of value. We are not appraisers and we do not do valuations. At the readout we will tell you out loud what buyers are underwriting for businesses like yours, and we will say plainly that this is not a valuation.

What if the answer is that I am not ready?

Then you will hear it, with the list of what would have to be true and how long each item takes. An owner who learns that from us has time to act on it. An owner who learns it from a buyer is renegotiating.

Is this the same as the Exit Readiness Partnership?

No. The Review is a defined engagement that ends in a report and a readout. The Partnership is ongoing work where we sit in the seats alongside you and run the list. Most owners take the Review and run the list themselves, which is the outcome it is designed for.

What is this not?

It leaves out a valuation, an audit, a review or attest engagement, a broker’s opinion of price, and the fix itself. It is a read of what a buyer will find and what to do about it, in time to do it.

get started

Find out what a buyer will find, while you can still change the answer.

Tell us roughly when you want to sell and what the business does. A short call, then one fixed fee in writing, half at signing and half at delivery. Two of these run at a time, because the interviews and the verdict are not delegated, so if the calendar is full we give you a later date and hold to it. If this business does not need the full review, that is what you will hear.

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

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