Your initial number is a hypothesis
The valuation you build before due diligence is based on the seller's claims — useful for deciding whether to engage, but provisional. Due diligence exists to test those claims against reality, and your job is to update your number as you learn the truth. Treat verification not as a box to tick but as the process that converts a hypothetical price into one you can actually stand behind.
Adjust profit for what you find
Start with the earnings. Verify revenue against payment records and scrutinize expenses — sellers sometimes understate costs or add back things that won't really transfer. If the true, transferable profit is lower than claimed, your valuation drops proportionally, because everything multiplies against that number. Getting to the real profit figure is the single biggest adjustment due diligence produces.
Re-rate the multiple for verified risk
Beyond profit, due diligence reveals the risks that set the multiple. Traffic more concentrated than the listing implied, a revenue source more fragile than described, undocumented processes, or a recent decline all justify lowering the multiple you apply. Conversely, discovering genuine strengths — diversification, clean growth, low owner dependence — can support the higher end. Let verified reality, not the pitch, set the multiple.
Arrive at a final, defensible offer
Combine the verified profit and the risk-adjusted multiple into your final number, and use any gap between it and the asking price as the basis for negotiation. Because your offer is now grounded in what you actually confirmed, you can defend it and walk if the seller won't meet it. Due diligence done this way doesn't just protect you from overpaying — it hands you the evidence to negotiate the right price with confidence.
- Your pre-diligence valuation is a provisional hypothesis.
- Verify profit — the biggest adjustment comes from real earnings.
- Re-rate the multiple for the risks verification reveals.
- Turn the findings into a final, defensible, negotiable offer.
Start due diligence with an independent valuation to test the seller's claims against. Get a free estimate to anchor the process.
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