Sell-Side Financial Assessments: Preparing for a Smoother, Stronger M&A Process

What’s Included in a Sell Side Financial Assessment?
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Working Capital Analysis
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We benchmark working capital against deal norms to help clients anticipate buyer expectations and set realistic negotiation targets.
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EBITDA Normalization
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We identify and adjust for nonrecurring, discretionary, or owner related expenses to present a clear view of sustainable earnings and potential buyer synergies.
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Cash to Accrual Conversion
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For businesses managing their books on a cash basis, we provide accrual conversions that align financial reporting with GAAP. This ensures accurate revenue recognition and expense matching, critical for valuation accuracy.
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Projection Alignment
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We work with management to align forward looking forecasts with historical performance, ensuring key assumptions are supported by data. This helps avoid the valuation disconnects that often derail diligence.
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Why It Matters
Let’s Talk

What’s Included in a Sell Side Financial Assessment?
-
Working Capital Analysis
-
We benchmark working capital against deal norms to help clients anticipate buyer expectations and set realistic negotiation targets.
-
-
EBITDA Normalization
-
We identify and adjust for nonrecurring, discretionary, or owner related expenses to present a clear view of sustainable earnings and potential buyer synergies.
-
-
Cash to Accrual Conversion
-
For businesses managing their books on a cash basis, we provide accrual conversions that align financial reporting with GAAP. This ensures accurate revenue recognition and expense matching, critical for valuation accuracy.
-
-
Projection Alignment
-
We work with management to align forward looking forecasts with historical performance, ensuring key assumptions are supported by data. This helps avoid the valuation disconnects that often derail diligence.
-
Why It Matters
Let’s Talk
What’s Included in a Sell Side Financial Assessment?
-
Working Capital Analysis
-
We benchmark working capital against deal norms to help clients anticipate buyer expectations and set realistic negotiation targets.
-
-
EBITDA Normalization
-
We identify and adjust for nonrecurring, discretionary, or owner related expenses to present a clear view of sustainable earnings and potential buyer synergies.
-
-
Cash to Accrual Conversion
-
For businesses managing their books on a cash basis, we provide accrual conversions that align financial reporting with GAAP. This ensures accurate revenue recognition and expense matching, critical for valuation accuracy.
-
-
Projection Alignment
-
We work with management to align forward looking forecasts with historical performance, ensuring key assumptions are supported by data. This helps avoid the valuation disconnects that often derail diligence.
-
Why It Matters
Let’s Talk
About The McLean Group
For over 30 years, The McLean Group has been providing investment banking and financial services offerings focused on the Defense, Government & Intelligence (DGI), Security, Critical Infrastructure, Maritime, Facility Services, Unmanned Systems, and Public Safety markets. Our 60+ professionals bring deep industry experience and relentless execution to every client engagement. We provide solutions that blend financial creativity with operational expertise. Whether we are providing transaction advisory, valuation opinions, or growth capital, our services are unmatched in these core markets. Learn more at www.McLeanLLC.com.
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Labor Retention and Quality of Earnings: Understanding People-Driven Margin Risk
Workforce stability is one of the most overlooked drivers of earnings quality and in people-driven businesses, it can make or break a transaction.Workforce stability is one of the most overlooked drivers of earnings quality and in people-driven businesses, it can make or break a transaction. In this article, The McLean Group’s Financial Consulting team examines how labor retention risk surfaces during a Quality of Earnings analysis, why below-market compensation and key-person dependencies can distort reported EBITDA, and what buyers and sellers should evaluate before reaching the diligence table. From government contracting to IT services and professional services, the people behind the numbers matter just as much as the numbers themselves, and understanding that dynamic is increasingly essential to assessing the true sustainability of earnings in any middle market transaction.[…]
How Earnouts Affect Transaction Valuation: The Technical Framework Under ASC 805
Earnouts are one of the most powerful and most misunderstood tools in middle-market M&A. When buyers and sellers cannot agree on value, a well-structured earnout bridges the gap. But under ASC 805, the accounting treatment is anything but simple: contingent consideration must be measured at fair value on Day One, classified as liability or equity with real P&L consequences, and remeasured every reporting period for the life of the arrangement. For PE sponsors and portfolio company CFOs, the decisions made at the term sheet stage, including metric selection, settlement structure, and discount rate methodology, determine not just deal economics but how results are reported to lenders, boards, and investors long after close. This article breaks down the technical framework so you can structure earnouts that work the way you intend them to. […]









