A good acquisition model connects operating drivers to cash flow, debt capacity, and the price you can afford. Use this guide with the calculator to move from a seller story to a buyer-grade view of risk and return.
Start with normalized earnings
Seller numbers often include owner choices, one-time costs, unusual salaries, and expenses that may or may not continue after closing. Normalize earnings before applying a multiple, then document each add-back so the lender, investor, or seller can challenge it clearly.
For SaaS, normalize ARR for discounts, annual prepayments, refunds, churned customers, and non-recurring implementation fees.
Model the operating drivers
The right drivers depend on the business model. For this category, pay close attention to MRR, net revenue retention, churn, expansion revenue, CAC payback, support load, infrastructure cost, and founder-led sales dependence. Small changes in those assumptions can move cash flow more than the headline revenue number suggests.
Use the calculator as a first pass, then pressure-test downside cases. A deal that only works in the base case usually needs a lower price, more seller financing, or a more conservative debt structure.
Check working capital and debt capacity
Most buyers focus on price and ignore the cash needed on day one. Inventory, receivables, deposits, payroll timing, and vendor terms can make a profitable business feel cash poor after closing.
Debt capacity should be based on durable free cash flow after owner replacement cost, taxes, capital spending, and working capital needs. If the debt service coverage ratio is thin, the deal may require more equity even if the multiple looks reasonable.
Red flags before LOI
Before you issue an LOI, look for high churn, weak cohort data, unpaid customer support debt, poor documentation, one large customer, or growth that came from one temporary channel. These do not automatically kill a deal, but they should change the diligence plan and the structure of the offer.
The safest offers tie price to evidence. Use seller notes, earnouts, holdbacks, working-capital pegs, and closing conditions when the risk is real but still measurable.