Due Diligence Analytical Services for Small Business Buyers

Wall Street-grade diligence for the deals Wall Street ignores: faster, and at a fraction of the cost.

Institutional analysis for Main Street acquisitions.

Delivery: Days, not weeks
Focus: Sub-$10M EBITDA businesses
Pedigree: 20 years institutional buy-side

Overview

Too small for Wall Street.
Too important to get wrong.

Workup provides due diligence analytical services for buyers of small businesses: independent searchers, search funds, and high-net-worth acquirers targeting sub-$10M EBITDA companies. Workup delivers institutional-grade diligence analytical services at speed, priced for Main Street acquisitions rather than Wall Street budgets. Deals too small for Wall Street, but too important for buyers to get wrong.

Two passes on every number

An AI-native analysis engine performs the tie-out, add-back testing, and benchmark pull at speed; the reviewer of record confirms or overrides every finding and signs the report.

Institutional pedigree

Built on a 20-year institutional buy-side background, bringing hedge fund-caliber analysis to every engagement.

Priced for Main Street

Institutional-grade diligence priced for Main Street acquisitions rather than Wall Street budgets.

How the analysis is built

Two passes on every number.

The model does the mechanical work

An analysis engine performs the tie-out (books reconciled to tax returns, revenue traced to bank deposits), tests every seller add-back against the documents provided, including bank data on Quality of Earnings and Diligence engagements, and pulls the industry benchmarks. Every schedule foots and cross-foots before anything renders; a run that does not reconcile does not produce a report.

The reviewer of record signs

A practitioner with twenty years of institutional portfolio management experience confirms or overrides every finding, adjudicates every judgment call, and signs the report. Reviewer overrides are recorded in the engagement file with their source and date.

Your data stays yours

Documents are processed through enterprise AI services under agreements that prohibit training on your data, encrypted in transit and at rest, and deleted 90 days after delivery unless you ask us to retain them.

Services

Institutional analysis for the purchase of a small business.

One analyst's read, at each stage of the deal.

How the products fit together
Where you are	What you need to know	Product
Looking at a business, before an offer	Is this worth an offer at this price, and does it finance?	Pro
About to sign a letter of intent	Do my terms match what the numbers show?	LOI Review
Under a letter of intent	What does the business really earn?	Quality of Earnings
Under a letter of intent, wanting the full picture	What does it earn, where does it sit in its market, and do my terms hold up?	Diligence
After any report, when new months arrive	What changed?	Report Update

Pro

$3,500 per deal

The screen before you make an offer. Built on what a buyer has at that stage: the seller's package and the tax returns.

The seller's numbers tested against the filed returns
Every add-back the seller claims, marked as supported by the returns, not supported, or needing evidence
A preliminary view of what the business earns, shown as a range, with SDE and EBITDA both stated
Revenue, margins and customer concentration, where the package shows them
What the asking price implies as a multiple, set beside comparable transactions
Whether the deal finances at the asking price: debt service coverage on standard SBA 7(a) terms at the current rate, shown as arithmetic at both ends of the earnings range
The risks, ranked, with the questions to put to the seller
A list of what a full Quality of Earnings report would verify next

Reviewed and signed by the reviewer of record. Includes a 30-minute findings call. The fee is credited in full toward a Quality of Earnings or Diligence engagement on the same deal within 60 days.

Pro does not review bank records. It is a screen, and it is not prepared for a lender to rely on.

Start your workup

Quality of Earnings

$10,000 per engagement

The verified earnings of the business, built from the full document set including bank records and IRS transcripts. For a buyer under a letter of intent, or commissioned by a lender.

Books reconciled to the tax returns and to IRS transcripts, line by line
A cash proof: bank deposits set against reported revenue for the trailing twelve months and two fiscal years
Every add-back classified as accepted, modified or rejected, with the document behind each
Related-party items, each stated at the arm's-length figure or flagged: rent to an owner entity, family on payroll, owner-affiliated charges
Normalized earnings, with SDE and EBITDA both stated, and the bridge from year to year
Revenue quality, customer concentration, margins and cost structure
Working capital by month, with the level the figures support for the purchase agreement
Inventory, where the business carries it: count or roll-forward, aging, and whether inventory at close is inside or outside the price
Capital expenditure and asset condition
Debt and items that behave like debt at closing
Tax exposure: sales tax, payroll tax and contractor classification, stated as findings
The lender's debt service coverage test on historical earnings, with no reliance on projections
The questions sent to the seller, the answers received, and the questions left unanswered
A ranked risk register and a checklist of every procedure performed

Delivered as a written report, an Excel databook and an executive summary deck. Includes a 30-minute findings call and 60 days of support. For a buyer, a reliance letter to a named lender is available.

Engage Quality of Earnings ($10,000 checkout)

Diligence

$15,000 per engagement

The full workup. Everything in the Quality of Earnings report, plus an investor's read on the business and the deal.

Industry and market dynamics
Competitive position and what protects it
The quality and direction of the earnings
Comparable transactions and comparable companies
The characteristics that move the multiple, and where this business sits among them
An implied range at market multiples, shown as arithmetic on cited data
Observations on the structure of the deal
The ten questions to ask next
Your proposed terms set against the findings: price, working capital, seller note and earnout

The four judgment sections are written by the reviewer of record, a twenty-year institutional investor. Includes a 60-minute call, a call with the seller, and 60 days of support.

Workup's findings are financial and commercial. Legal, human resources, environmental, information technology, insurance and regulatory diligence are outside the report.

Engage Diligence ($15,000 checkout)

Add-ons

Deal Perspective, $5,000. The investor's read from the Diligence report, as a six to ten page memo with a 60-minute call. Available with Pro or a buyer's Quality of Earnings report. Included in Diligence. Checkout

LOI Review, $1,500. A two-page review of your offer against the findings, within 48 hours, with a 30-minute call. Available with Pro or a buyer's Quality of Earnings report. Included in Diligence. Checkout

Report Update, $1,500. When the seller delivers further months after your report is issued, Workup re-runs the affected sections and issues a memo stating what changed, with revised figures and a revised coverage test. Available on any report within 120 days of its date. Three business days from receipt of the new months. Checkout

Expedited delivery, plus 45 percent. 48 to 72 hours from complete documents.

For lenders

The Quality of Earnings report is available as a lender-commissioned engagement at $10,000. A Secondary Review of a report prepared by another firm is $5,000. Details are on the SBA Lenders page.

Self

Coming soon

Coming soon. Self-serve access to the Workup analysis software.

Join the waitlist

Delivered within five business days of complete documents. The clock starts on the business day Workup confirms in writing that the document set is complete against the request list for the tier. List prices apply to purchases up to $10 million involving a single operating company; larger or multi-entity deals are quoted.

Workup reports state findings and their implications. They are not audits, valuations, or investment, legal or tax advice, and they do not tell a buyer whether to buy or a lender whether to lend.

Your documents

Encrypted in transit and at rest · never used to train AI models · deleted 90 days after report delivery · E&O and cyber insured.

How Workup handles your documents

About the Founder

Gray Smith

Founder, Workup AI

Gray F. Smith spent twenty years as an institutional investor at Millennium, Caxton and J. Goldman, and founded Franklin Street Capital Partners. He began his career in investment banking at Lehman Brothers, in corporate finance and M&A for communications and media companies. He founded Workup to bring that analytical standard to small business acquisitions.

Every workup applies the same discipline used to evaluate public companies: rigorous financial analysis, document-level verification, and clear-eyed judgment about what the numbers actually say.

Contact

Start your workup.

Send us your deal. We’ll respond within one business day.

Or call (404) 618-2635.