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§ 04 — Voice Section

Operator Notes

Not finance jargon. Not MBA fluff. Actual operational intelligence from people who run the businesses. Published Thursday between weekly issues. Sourced where data applies.

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"Adjusted EBITDA is a personality test. What they add back tells you everything about how they ran the company."
Due Diligence · Add-Backs · Valuation
Every seller has a story about the add-backs. The company car. The health insurance. The one-time equipment repair that happens annually. None of this is fraud. Most of it is habit. But when you...
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"438,000 unfilled manufacturing jobs. The P&L shows a $22/hr machinist. Ask when that position was last filled."
Labor · BLS JOLTS Feb 2026
The BLS JOLTS data shows 438,000 unfilled manufacturing positions as of February 2026. If your post-acquisition labor model uses current P&L wage rates and assumes...
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"The Section 232 expansion happened April 6th. The CIM was written before that. One of those is more current."
Tariffs · Section 232 · Due Diligence
Before April 6th, Section 232 tariffs on derivative products applied only to metal content value. After April 6th, full customs value. If you're buying a fab shop with any import...
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"Inventory is where optimism goes to die. Steel at ISM Prices 84.6% makes the funeral faster."
Working Capital · NAICS 332 · Operations
Buyers underwrite fab shops on EBITDA multiples and forget that the business runs on inventory. Steel is bought in coil. Jobs are billed on net-60. Your first 90 days post-close...
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"Customer concentration: everybody ignores it until renewal season goes sideways in month nine."
Post-Close · Risk · Operations
No single customer should represent more than 20% of revenue. Most of the businesses you'll see have a customer at 30%, 35%, or 40%. It's disclosed late. Sometimes in diligence...
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"The earnout is where the relationship between buyer and seller goes to die."
Deal Structure · Post-Close · ETA
Earnouts look good on paper and feel reasonable to both sides at LOI. By month eight, the seller is questioning every operational decision you're making and you're realizing...
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