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Exit Desk by Mike Ye · Sample Report · Fictional Company
00

Meridian Advisory Group is a Southeast-focused HR and organizational consulting firm generating between $3M and $7M in revenue with EBITDA in the $500K–$1M range — a profile that puts it squarely in the awkward middle for professional services acquisitions. The founder brings institutional credibility from 18 years of Fortune 500 HR leadership, which likely anchors the firm's brand and referral network but raises immediate questions about transferability.

Revenue mix includes a meaningful recurring component in the 50–74% range, which is above average for consulting but still leaves a significant transactional tail. The firm is small — nine total headcount including contractors — which means this is a people-and-relationships acquisition, and the diligence will center almost entirely on whether those people and relationships survive a transaction.

01

Archetype: Clean Exit. The stated motivation — selling from strength with strategic timing — combined with the founder's posture of active involvement but operational delegation signals a founder who has built the business to a stable plateau and wants to monetize before either the market shifts or personal energy declines.

This is the cleanest archetype for buyer negotiations because it suggests rational decision-making rather than desperation, but buyers will immediately test whether "timing feels right" means the founder sees a ceiling on growth or has line of sight to client losses. The absence of a stated post-transaction intent is notable — buyers will want to know within the first conversation whether the founder envisions a 12–24 month transition, a consulting arrangement, or a clean break.

For a firm this size and this founder-proximate, expect any serious offer to include a 12–24 month employment or consulting agreement with an earnout component tied to client retention and revenue maintenance. An all-cash-at-close structure is unlikely given the key-man dynamics.

02
Position

Meridian Advisory Group has the financial profile and operational foundation to enter a process, but the concentration of client relationships in the founder and two senior consultants — combined with no inbound interest and unresolved equity-sharing and lease questions — means 6–12 months of deliberate positioning work will materially improve terms.

03

Meridian operates in the broad HR consulting and organizational advisory market — fragmented at the lower end and dominated by the Big Four, Korn Ferry, Mercer, and mid-market specialists at the upper end. A Southeast-focused boutique with $3M–$7M in revenue occupies a niche that is defensible against nationals on price and relationships but vulnerable to any regional competitor who can replicate the founder's Fortune 500 pedigree and referral network.

The 50–74% recurring or contracted revenue is a genuine strength — most boutiques in this size range report 20–40% recurring. A buyer will want to understand the precise composition: is the recurring revenue from retainer-based advisory relationships, annual compensation benchmarking cycles, or multi-year change management engagements? Each has a different risk profile. The top customer at 10–20% of revenue is manageable but sits right at the threshold where SBA lenders and PE buyers start scrutinizing concentration risk.

The two senior consultants with 6+ years of tenure are the most valuable assets in the business after the client book. However, "manage relationships" and "own relationships" are different things — a buyer will test whether those consultants can independently retain clients post-close. Documentation is described as well-maintained, which is above average at this revenue scale and will help in diligence.

04
  • Client relationship ownership — buyers will conduct client-by-client analysis to determine whether each top-10 relationship is held by the founder, the two senior consultants, or is truly institutional. They may interview clients directly and ask: "If the founder were no longer involved, would you continue working with Meridian?"
  • Senior consultant retention and incentive alignment — two senior consultants manage most client relationships but have no equity and apparently no retention mechanism. A buyer will view this as a critical gap and will likely require retention agreements or equity grants as a condition of close.
  • Recurring revenue definition — a buyer will decompose the 50–74% figure to understand whether "recurring" means auto-renewing contracts, annual re-engagements requiring active re-selling, or long-term projects spanning multiple years. The difference is significant in how forward cash flows are underwritten.
  • Founder's post-close role — with no stated post-transaction intent, a buyer will probe aggressively on how long the founder is willing to stay, in what capacity, and at what cost.
  • Quality degradation specifics — "revenue continues but quality suffers" is an honest but alarming assessment. Buyers will want to understand exactly what degrades: client communication, deliverable quality, business development follow-through, or strategic advisory depth.
  • New business pipeline — with new business coming exclusively from referrals, a buyer will question scalability and whether the referral network is founder-dependent or distributed across the team.
  • Lease expiration — a 14-month lease creates an operational decision a buyer will inherit. They will want to understand facility requirements, renewal options, and costs.
  • Key employee departure risk — the acknowledgment that 1–2 departures would be serious means retention costs will be built directly into the deal model.
05
Key man dependency Founder actively involved. Quality degrades without founder. Key decisions still require founder input. Buyer will require transition services agreement with 20–40% of consideration as earnout or deferred payment. Moderate
Customer concentration Top customer at 10–20% is above the threshold where institutional buyers scrutinize concentration. Full top-five concentration curve will be required in diligence. Moderate
Revenue quality 50–74% recurring is favorable for professional services. Risk rating depends entirely on whether "recurring" means contractual obligations or behavioral patterns without contracts. Moderate
Documentation depth Well-documented systems above the norm for this firm size. Will accelerate diligence and reduce buyer perception of operational risk. Low
Management layer depth Nine-person organization with founder plus two senior consultants as the only experienced layer. Effectively one management tier below the founder. If either senior consultant departs, there is no bench. Moderate to High
Brand transferability Founder's 18-year Fortune 500 pedigree likely anchors market positioning. Brand does not transfer cleanly when boutique credibility is anchored in the founder's biography. High
Margin trajectory Improving margins with clean financials and no debt. Strong signal. Buyer will investigate whether improvement is structural or driven by under-investment that must reverse post-close. Low
AI disruption exposure Compensation benchmarking increasingly automated. Org design and change management more insulated. Net exposure moderate and trending upward. Revenue per engagement may face downward pressure on analytical service lines. Moderate
Financing / bankability SBA 7(a) financeable at this EBITDA range but lenders will scrutinize key-man dependency and intangible asset base. No hard collateral limits bank financing beyond SBA programs. Moderate
06

Meridian's moat is its people and their embedded client knowledge — not its brand or credentials. Customer relationships with 5+ year tenure represent real switching costs because the advisor develops deep institutional knowledge of the client's compensation philosophy, organizational politics, and talent strategy. However, this moat is only as durable as the individuals who hold the relationships. Licenses and certifications in HR consulting are table-stakes credentials, not barriers to entry.

On AI exposure: compensation benchmarking is being rapidly automated by platforms like Payscale, Salary.com, and Carta Total Comp. This does not eliminate the advisory layer, but it compresses the billable hours associated with analytical work. Org design and change management are more insulated — these require political navigation, stakeholder management, and contextual judgment that AI cannot replicate. The net impact is downward pressure on revenue per engagement for analytical service lines, requiring a strategic shift toward higher-value advisory work.

Buyers in 2025 and 2026 will ask about AI adaptation in the first meeting. The founder needs a concrete plan for maintaining billing rates as analytical commodity work gets automated — not a vague "we're exploring AI tools" response.

07

Meridian's leverage is most vulnerable in three areas. First, the absence of inbound interest means there is no competitive tension — a single-buyer process against a sophisticated acquirer will result in buyer-favorable terms on earnout structure, working capital targets, and holdback provisions. Creating a structured process with multiple qualified buyers simultaneously is essential. Second, the unresolved question of equity for the two senior consultants creates uncertainty a buyer will exploit. Third, the 14-month lease expiration creates a ticking clock that adds friction and cost to a buyer's day-one model.

08
Gaps in disclosure — reflected as uncertainties
  • Post-transaction intent not specified. Founder's willingness to stay and duration of involvement will directly affect deal structure, earnout terms, and buyer appetite.
  • Degree of brand-founder linkage not provided. Whether "Meridian Advisory Group" is a standalone brand or relies on the founder's personal name and biography in marketing and business development materially affects brand transferability assessment.
  • Revenue and EBITDA ranges are broad. $3M–$7M revenue and $500K–$1M EBITDA represent meaningfully different businesses. Precise financials are required for actionable positioning.
  • Client-level revenue data not provided. Full concentration curve, client count, average engagement size, and retention rates by client are unknown.
  • Recurring revenue mechanics not disclosed. Whether 50–74% recurring represents multi-year contracts, annual retainers, or habitual re-engagement without contractual obligation is unknown and materially affects the analysis.
  • Founder compensation not disclosed. Normalized EBITDA after replacing the founder's economic benefit with a market-rate replacement cost cannot be calculated from inputs provided.
  • Facility ownership not provided. Whether the team operates primarily in-office or remotely affects the lease expiration risk assessment.
09
01 Lock in senior consultant retention before going to market

The two senior consultants who manage most client relationships are the most valuable transferable assets in Meridian. Stop considering equity and execute. Structure retention agreements, equity grants, or stay bonuses with 24–36 month vesting periods tied to a change of control. If a buyer discovers during diligence that the two people who hold client relationships have no contractual incentive to stay, the offer will include a significant holdback or the buyer will require the seller to fund retention packages from proceeds.

Timeline: Complete within 60 days · Before any buyer engagement
02 Decompose and document the recurring revenue

Prepare a client-by-client revenue schedule for the past three years showing contract type, contract term, auto-renewal provisions, termination notice periods, and actual renewal rates. If 50–74% of revenue is truly under contract with defined terms, present it that way. If a portion is "recurring" only in the sense that clients tend to re-engage annually, segregate it. Honest classification prevents a buyer from discovering the distinction during diligence and using it as a repricing lever.

Timeline: 30–45 days
03 Resolve the office lease before engaging buyers

A lease expiring in 14 months creates an operational decision a buyer will not want to inherit. Either negotiate a renewal or extension with favorable terms that can be assigned to a buyer, or develop a plan for relocation or remote transition with cost projections. A buyer seeing "lease expires in 8 months" during diligence after a 6-month process will treat it as an unresolved liability.

Timeline: Initiate within 30 days · Execute within 90 days
04 Document the founder's specific contributions and build a transition playbook

"Quality suffers" when the founder steps away is too vague for a buyer. Identify exactly what the founder does that the team cannot: C-suite client relationship management, deliverable quality review, business development introductions, pricing decisions, or strategic advisory on complex engagements. For each function, document the current state, identify who could absorb it with training, and begin delegating. The goal is to demonstrate that a credible transition plan exists.

Timeline: Begin immediately · Show measurable progress over 90–120 days
05 Build a pipeline of potential buyers before going to market

With no inbound interest, Meridian will need to create its own competitive tension. Identify 15–25 potential acquirers across three categories: regional HR consulting firms with PE backing seeking geographic expansion, national staffing or HR services platforms acquiring boutique advisory capabilities, and individual buyers or search fund operators with HR industry backgrounds. A structured outreach to multiple qualified buyers simultaneously is the single most effective lever for improving deal terms.

Timeline: Begin research immediately · Target list complete before any CIM is prepared
10

At $3M–$7M in revenue and $500K–$1M in EBITDA, Meridian sits in a buyer universe that includes funded search fund operators, independent sponsors, small PE platforms executing professional services roll-ups, and adjacent operators — larger HR consulting firms, staffing companies, or benefits advisory firms — seeking to add organizational consulting capabilities.

The most likely buyer is either a PE-backed HR services platform looking for a Southeast tuck-in or a search fund operator with relevant industry experience who can replace the founder's strategic role over a 12–24 month transition. The least likely buyer is a passive financial investor or lifestyle buyer — this business requires active management and client-facing involvement, and the thin management bench means a hands-off owner would see rapid degradation.

Strategic acquirers at the national level — Mercer, Korn Ferry, Aon — are unlikely at this revenue scale unless Meridian has a unique client roster or capability filling a specific gap in their Southeast coverage. The buyer who pays the best price will be the one who sees Meridian as solving a specific geographic or capability gap in their existing platform — not the one who discovers it in a passive search.

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This report was generated solely from the information provided in a fictional intake submission. No independent verification, financial review, or external research was conducted. This report reflects the M&A judgment framework of Mike Ye across 25 years and $7.4B of acquisitions, divestitures, and portfolio exits across media, healthcare services, retail, and technology. For advisory on your specific process, visit mikeye.com. Not legal, tax, investment, or valuation advice.

Disclosure: This is a sample report generated from a fictional business profile. All analytical frameworks and judgments reflect the author's independent methodology. This report represents the actual deliverable a paying customer receives after completing the 26-question intake.