Deal screening & transaction analysis
Second Read provides independent, fixed-fee screening analysis to acquirers of businesses in the $1–10 million revenue range — a disciplined written assessment of earnings quality, financeability, and value, delivered within 48 hours and concluded in a single recommendation: walk, dig, or bid.
Services
Fees are fixed and published. Every engagement is delivered in writing, prepared the way an acquisition committee would expect to read it.
$600
Fixed fee · 48-hour delivery
Fee credits in full toward Transaction Modeling.
$2,000
Fixed fee · 4–5 business days
$3,000 / month
One active transaction · month to month
Analysis tool
Enter three figures from the offering memorandum. The analysis restates the asking price under partial acceptance of the add-back schedule — before buyer-side adjustments, which typically move the figure further.
Add-backs represent — of reported EBITDA. In our experience, schedules above thirty percent warrant line-by-line substantiation.
Sample report
An excerpt from a screening of a residential HVAC services business, US Southeast. Asking $3.98 million — 3.75× the seller's adjusted EBITDA of $1,062,000.
| Reported EBITDA, per tax returns | $650,000 |
| Add-backs claimed in the offering memorandum | +$412,000 |
| Sustained under review — five items | +$348,000 |
| Rejected, undocumented — two items | −$64,000 |
| Buyer-side adjustments omitted from the memorandum | −$232,000 |
| Market management salary · market rent · key-person replacement · capital expenditure normalization | |
| Supportable EBITDA | $766,000 |
| Value at the offered 3.75× | $2,870,000 |
| Variance to asking price | −$1,110,000 |
RECOMMENDATION — DIG. Pursue on a repriced basis. Customer concentration and the working-capital peg are the next lines of inquiry.
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Perspectives
Briefing · September 2026
From October 1, 2026, SBA lenders must obtain a Quality of Earnings analysis on acquisitions with a business purchase price of $3.0 million or more, under SOP 50 10 8.1 — a five-figure, post-LOI requirement. A $600 screening ensures that spend is committed only to transactions that merit it. Below the threshold, where nothing is mandated, the screening is frequently the only professional review the numbers ever receive.
Client commentary
The desk
Second Read applies the working methods of institutional M&A — add-back substantiation, lender-standard modeling, working-capital analysis — to transactions below the size at which those methods are usually available. The desk is staffed by professionals with investment banking and private equity training, reading your file the way an analyst inside a fund would: skeptically, quantitatively, and in writing.
Two positions we hold deliberately: we are not a CPA firm, and we are not a broker. Deliverables are analysis, not attestation — where a transaction requires a formal Quality of Earnings, we prepare you for it and advise on whether it is warranted. And we accept no success fees, so our conclusions carry no incentive. When the numbers hold, we will be the first to say so — and the handshake is yours to make.
Frequently asked
No. A Quality of Earnings is a formal engagement — mandatory from October 1, 2026 on SBA transactions of $3.0 million or more, and typically $9,000–$23,000. The screening is the step before: it determines whether the transaction merits that commitment, and provides the question set when it does.
The arithmetic is not proprietary. The engagement provides pattern recognition across a large volume of offering memoranda, a documented basis for your lender and your negotiation, and time — most buyers are screening several transactions concurrently. If the plausible variance does not comfortably exceed the fee, we would not recommend engaging us.
Most offering memoranda permit disclosure to advisors and financing sources. We countersign a standard confidentiality agreement on request, never disclose your materials or the identity of a transaction, and delete files upon request.
The offering memorandum, together with any financial statements or tax returns in your possession — ideally three years. Missing materials do not prevent the engagement; they are identified as lower-confidence areas, which is itself of value in negotiation.
The engagement is complimentary. The period begins when your materials are received and runs on US business days.
No. Deliverables are financial analysis prepared for your information. The decision remains yours, and your attorney and accountant remain essential.