SMB Deal Weekly
§ 07 - Templates & Frameworks

Resources

Practical diligence templates for people buying, financing, or operating SMBs. These are starting points, not legal, tax, or investment advice.

Templates built for real diligence conversations.

Use these as starting points for LOI discussions, lender calls, QoE prep, and operator diligence. They are intentionally plain-English so a buyer can turn a market signal into a better question before close.

Template

LOI Tariff Clause

Language to force tariff exposure, pass-through rights, and backlog margin into diligence before close.

Copy/paste template included
Checklist

QoE Prep List

A targeted request list for inventory, customer margin, labor, and owner add-backs before accounting fees pile up.

Copy/paste checklist included
Worksheet

Working Capital Peg

A simple framework for separating real growth inventory from old demand assumptions and slow-moving stock.

Review table included
Featured Templates
Subscriber-only: template bodies are free for members.

LOI Tariff and Input-Cost Diligence Clause

Deal terms · metal-intensive targets

Use this when a target imports steel, aluminum, copper, components, resin, freight-heavy inputs, or anything exposed to sudden cost changes.

  • Goal: prevent stale CIM margins from becoming your problem.
  • Use before exclusivity if the business has material import exposure.
  • Have counsel revise before using in a real LOI.
Practical use: paste into diligence requests or LOI discussion draft.
Buyer diligence will include review of supplier-level input exposure, tariff classifications, landed cost changes, customer pass-through rights, open quote validity, and backlog gross margin under current input cost assumptions. If diligence identifies material adverse changes in tariff exposure, supplier pricing, or unrecoverable input cost increases not reflected in the seller materials, buyer may revise valuation, working capital targets, purchase price adjustment terms, or closing conditions.

Pre-QoE Request List

Diligence · before accountant starts billing

This is the list to send before a formal QoE process. It keeps the first pass focused on the operating risks that usually move valuation.

  • Ask for data by month, not just annual totals.
  • Request margin by customer and product line where available.
  • Separate owner adjustments from operating fixes.
Practical use: send as a diligence intake email.
REQUEST: 1. Monthly revenue, gross margin, and EBITDA for last 36 months. 2. Revenue and gross margin by top 20 customers. 3. Inventory aging by SKU, job, and customer program. 4. Open roles, wage rates, overtime hours, and temp labor usage. 5. Add-back schedule with support for each adjustment. 6. Customer contracts, pricing terms, and pass-through language. 7. Backlog by customer, promised date, margin, and quote date. 8. Supplier concentration and current landed cost by major input.

Working Capital Peg Review

Operations · inventory-heavy businesses

Use this to separate a real growth working-capital need from inventory that should not be valued at face value.

  • Best for fabrication, distribution, plastics, machining, and specialty manufacturing.
  • Focus on why inventory exists, not just how much exists.
  • Use current replacement cost where input prices moved materially.
Practical use: convert into spreadsheet columns.
COLUMN SET: SKU / Material Age bucket Customer or job tied to item Original purchase reason Current replacement cost Expected use date Customer-backed? Y/N Slow-moving? Y/N Obsolete risk: Low / Medium / High Normalize in working capital peg? Y/N Buyer note

Next templates to add

Customer concentration margin table, labor replacement-cost interview guide, SBA lender question script, and NAICS spotlight research sheet.

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