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Transaction Advisory, Certified Valuations & Exit Planning
We guide business founders through every critical phase of enterprise ownership—from early value enhancement and Quality of Earnings audits to certified USPAP appraisals and confidential M&A transaction execution.
Business Brokerage & Mergers & Acquisitions
Cornerstone represents privately held, lower-middle-market companies with annual revenues typically ranging from $1.0 Million to $25.0 Million. Unlike mass-market transactional brokers, our engagements are high-touch, partner-led, and strictly confidential.
We assemble institutional-grade marketing packages, pre-underwrite financing with commercial bank partners, and orchestrate controlled competitive bidding environments that maximize sale multiples while protecting client legacy and staff.
- Pre-Market Diligence: Tax reconciliations and documented discretionary add-backs.
- Blind Marketing: Confidential teasers sent to vetted private equity, family office, and strategic buyer databases.
- Candidate Scoring: Proprietary evaluation matrix vetting liquid capital, operational acumen, and cultural alignment.
- Definitive Closing: Meticulous coordination of purchase agreements, working capital true-ups, and bank escrow packages.
Why 97% of Our Listings Close Successfully
The national average closing rate for business brokerages lingers near 25%. Cornerstone achieves a 97% success rate because we refuse to list businesses based on wishful thinking.
Our Underwriting Criteria:
• Financials reconcile 100% against official corporate tax filings.
• Valuations are mathematically defensible using transaction comps.
• Acquisition financing is pre-qualified with lending partners.
• Data rooms are packaged turn-key before launching outreach.
Quality of Earnings (QoE) Analysis & Due Diligence
Transactions fail not because of valuation disagreements, but because reported earnings shift or collapse under late-stage diligence scrutiny.
A Quality of Earnings (QoE) report is an in-depth audit that normalizes historical financial performance by verifying cash flows against filed tax returns, stripping out discretionary owner expenses, and calculating baseline working capital pegs. Under federal rules governing SBA SOP 50 10 8 and 8.1 (effective October 1, 2026), lenders financing Initial Acquisitions or Business Expansions of $3.0 Million or higher through the SBA 7(a) loan program are mandated to commission an independent, lender-approved QoE report. Conducting a seller-side QoE beforehand eliminates valuation retrading and ensures swift bank approval.
Cash & Tax Reconciliation
Direct reconciliation of bank deposits, general ledger revenues, and corporate tax returns. We validate discretionary owner add-backs (personal vehicles, travel, non-market family compensation) to defend Adjusted EBITDA.
Working Capital Peg Modeling
Disputes over net working capital (accounts receivable, inventory, accounts payable) are the #1 source of closing table litigation. We calculate accurate 12-month trailing working capital baselines to prevent post-close clawbacks.
Concentration & Trend Audits
Auditing 3-year historical and trailing twelve-month (TTM) customer, vendor, and key employee concentration. We identify operational dependencies before external buyer analysts exploit them.
The Cornerstone Transaction Value Chain
Validated Financials → True Normalized Earnings → Supportable Valuation Multiples → Secured Acquisition Financing
Business Appraisals: Opinion of Value vs. USPAP Full Appraisal
Led by Dallas Romanowski, Business Certified Appraiser (BCA, ISBA), Cornerstone delivers valuation reports customized to your specific transactional and legal requirements.
An Opinion of Value (OOV) is an agile, advisor-prepared financial assessment that establishes the Most Likely Sales Price (MLSP) of a business. Unlike formal USPAP appraisals, an OOV focuses primarily on market transaction comparables, historical cash flow recasting, and industry-specific EBITDA multiples. It is the ideal, cost-effective tool for business owners planning an exit, evaluating internal partner buyouts, or benchmarking multi-year value growth.
| Feature / Dimension | Opinion of Value (OOV) | Full Business Appraisal |
|---|---|---|
| Intended Use | Internal strategic planning, exit roadmap creation, asking price determination, shareholder benchmarking. | SBA loan acquisition underwriting, IRS tax filings, estate & gift planning, shareholder disputes, litigation. |
| Compliance Standards | Proprietary market modeling & M&A comparable database analysis. | Strict compliance with the Uniform Standards of Professional Appraisal Practice (USPAP). |
| Appraiser Certification | Prepared by M&A Transaction Advisors & Financial Analysts. | Certified and signed by a Business Certified Appraiser (BCA, ISBA). |
| Turnaround Time | Rapid: 7 to 14 business days. | Comprehensive: 3 to 4 weeks with deep compliance audit schedules. |
| Methodologies Applied | Recast Multiple Analysis, Rule-of-Thumb Benchmarks, Market Comps. | Asset Approach, Income Approach (Capitalization & DCF), Market Approach (Guideline Public & Private M&A). |
The 6-Component Exit Planning Methodology
Exit planning is not an event—it is a disciplined operational process. Spearheaded by Chip Mayo, CExP™ (Certified Exit Planner), our 6-step roadmap prepares you financially, operationally, and personally.
Identify Owner Objectives
Clarifying your ideal departure date, required liquid net proceeds, desired post-sale involvement, family legacy aspirations, and core personal values.
Quantify Resources & The Gap
Calculating your personal "Wealth Gap"—the difference between existing liquid net worth outside the business and the total capital required to sustain your lifestyle indefinitely.
Maximize & Protect Value
Installing core enterprise value drivers: eliminating key-man founder dependence, establishing contractually recurring ARR, diversifying customer concentration, and upgrading SOPs.
Ownership Transfer Strategy
Evaluating the optimal transaction structure: third-party strategic acquisition, private equity recapitalization, management buyout (MBO), employee stock plan (ESOP), or family succession.
Business Continuity Planning
Shielding the enterprise against the "5 D's" (Death, Disability, Divorce, Disagreement, Distress) via funded Buy-Sell agreements, emergency operational instructions, and cross-purchase insurance.
Post-Exit Wealth Deployment
Collaborating with your wealth managers and tax attorneys to preserve gross transaction proceeds, eliminate unnecessary capital gains liability, and structure multi-generational wealth trusts.
Executive Leadership Coaching & Management Succession
A business that cannot operate without its owner is not an investment—it is a job. Buyers apply severe valuation discounts or walk away entirely when a company relies exclusively on founder relationships.
Our Executive Coaching practice—led by Brian Smith (former President & COO of $1.1B Cole National) and Rich Novak (former SVP of HR for 3,200 employees)—prepares your management team to take the helm.
- Autonomous Leadership: Training department heads to execute strategy and hit EBITDA benchmarks independently.
- Golden Handcuffs: Structuring phantom equity, stay bonuses, and retention packages that secure key talent through closing and transition.
- Founder Liberation: Transitioning daily operational duties to managers, allowing founders to focus on strategic growth and enjoy personal freedom.
The Transferable Value Multiplier
Companies with autonomous, incentivized leadership teams command 25% to 40% higher EBITDA multiples compared to founder-dependent competitors.
Core Coaching Modules:
• Executive team accountability scorecards
• Strategic quarterly business reviews (QBRs)
• Incentive alignment with EBITDA and gross margin targets
• Post-closing leadership handover protocols
Explore Which Advisory Path Fits Your Objectives
Schedule an introductory discovery meeting with our Managing Partners to discuss business brokerage, certified valuation, or strategic exit preparation.