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APPLICATION ANSWERS · E-2 FIELD GUIDE

Which seller records help test the revenue forecasts?

Sources checked:

THE DIRECT ANSWER

Request historical financial statements, tax records where relevant, customer contracts, staffing information and the basis for projected revenue. Reconcile one-time income and expenses rather than extrapolating the seller’s best month. Forecasts should explain their assumptions and the buyer’s planned changes, with evidence appropriate to the business.

Connect the forecast to the acquisition

If the earn-out rewards retaining major customers, identify contract terms and renewal uncertainty. The business plan should not assume every client stays merely because goodwill is being purchased. Describe how the buyer will direct the enterprise and who performs daily service work. Keep projections distinct from completed sales and existing commitments.

Every instrument the business depends on: bottom or water-column leases, aquaculture and harvest permits, any shellfish sanitation certification, the shore lease or dock agreement, and any licence tied to the seller personally. Before an offer becomes binding, request three years of tax returns, payroll registers, the customer list with concentration, the lease, supplier agreements and any franchise or distributor agreements with change-of-control clauses. Bring the share certificate or cap table entry, the shareholders' agreement showing the absence of a management role, dividend or distribution statements, any sale agreement and closing statement, and the tax filings reporting that income. The first proves the business exists and earns: tax returns as filed, monthly revenue by trip type, deposits already taken for next season, the guides' payroll and their licences, and a fixed-asset list with titles for each boat, motor and trailer.