The one line in a buyer's question list that decides the rest

"Please reconcile the normalised EBITDA in section 5 of your document with the operating result in the accounts filed for the same year." That sentence arrives by email ten days after your information memorandum goes out, buried in a list of thirty questions from an analyst you have never met. It is not an accusation and not yet a negotiation. It tests whether the figures you put on paper are the figures your accountant filed, and your reply is read as evidence about every other number in the document.

Sellers who can answer that email in twenty minutes think nothing of it. Sellers who cannot spend the following fortnight explaining a number instead of selling a company. A difference between the two figures is normal and usually easy to explain. A difference you have to investigate, while the buyer is already building his valuation, costs more than the difference itself.

What the buyer has already read about you

Any serious candidate has your filed annual accounts open before the first call. Most legal entities active in Belgium file with the National Bank of Belgium and anyone can consult the result, competitors included. Those accounts are also late news: they go to the general meeting within six months of the year end and are filed within thirty days of approval, at the latest seven months after the close of the financial year. By the spring, the newest public figures can be over a year old, and everything more recent comes from you, unaudited, in a document written to sell.

How much he sees depends on your size. A company is small under Article 1:24 of the Belgian Companies and Associations Code where it does not exceed more than one of the three criteria: 50 full-time equivalents, turnover of 11 250 000 EUR and a balance sheet total of 6 000 000 EUR, in the amounts applicable from 1 January 2024. Small companies file the abridged model, and in the schema of the Commission des normes comptables the abridged income statement opens with the gross operating margin rather than turnover, so your revenue stays out of the public file. He does see gross margin, remuneration and social charges, depreciation, equity and financial debt. What he can check decides what he believes about what he cannot.

Three documents, three tolerances for optimism

The teaser goes first, two anonymous pages carrying one line on the business and one order of magnitude on size. That order of magnitude commits you before the NDA is signed: a candidate who then reads a smaller number has learned something before page one. The memorandum follows the signature, and the market also calls it a confidential information memorandum, or the IM in emails. A pitch deck is a different exercise: it sells a plan and its figures point forwards by design. Selling your company runs the other way, because the value is behind you, in contracts, margins and cash that already exist, and every forward-looking figure gets measured against them. Reuse a fundraising deck with a trade buyer and you hand him the argument for putting part of your price behind a condition.

What a buyer tests in your information memorandum, line by line

An analyst does not read your document to be convinced. He reads it to extract lines, and every line he keeps enters a buyer model you will never see. Anything he cannot tie to something verifiable is marked to be confirmed, starting with the adjustments behind your normalised EBITDA.

• Revenue by segment, product or client has to add up to your total turnover, and that total has to sit consistently with the gross margin in your filed accounts.
• Normalised EBITDA gets rebuilt from the bottom: operating result, then depreciation and amortisation, then each adjustment you propose, with a document asked for on every one.
• Owner remuneration and management fees are read against the remuneration line and against what your management company actually invoiced, usually the largest single adjustment in the bridge.
• Working capital is examined month by month rather than at the year end, because one closing balance sheet is a single photograph and the swing in between is what the buyer has to fund.
• Net debt is examined for what is absent: leases, factoring, deferred tax, the current account with the manager, and anything the company owes you at closing.

Two cross-checks catch sellers out, because both use figures nobody remembered were public. The first is headcount against remuneration and social charges: a team of forty in your document, against a cost base that supports twenty-five, raises a question about who is employed in which entity. The second is capital expenditure against depreciation, where a company presented as well invested, whose depreciation charge has fallen for four years, is telling two stories, and the buyer prices the one written in the accounts.

The forecast is the exception, the only figure that cannot be reconciled with anything, which is why it is treated as a promise rather than as information. It is also the point where value and price stop being the same conversation: the more ambitious the number, the more of your price a buyer wants to make conditional on it arriving.

What happens to trust when one figure will not reconcile

The damage is rarely proportionate to the error. A buyer who finds one line that does not add up does not correct it and move on. He rereads the document with a different assumption about how carefully it was written, and adjustments he was ready to take on trust now each need a piece of paper. The cost sits in that scope, not in the number.

The mechanics follow. His team has circulated an internal note built on your figures, so a correction after the indicative offer forces them to explain the gap between what they presented and what they found. The cheapest way out, for them, is to move the price or the risk rather than their own credibility: a lower point in the range, a larger escrow, an earn-out on whatever created the doubt, or a tighter reference balance sheet with an adjustment mechanism around it.

How hard it lands depends on who is reading. A financial buyer works to a stricter internal discipline than a trade buyer, and his acquisition debt is assessed by a credit committee using your figures. A cash flow profile nobody can document month by month reduces his leverage, and the equity he puts in instead never comes back to you as price.

There is a version that works in your favour. A memorandum that flags its own awkward year, gives the reason and shows the reconciliation on the same page reads as the work of someone with nothing to manage. The alternative reading of a perfectly smooth document is that the difficult parts were left out.

The discipline that keeps the figures together

The remedy is dull and it works. One person owns the numbers for the whole process, and every figure comes out of one source file rather than a slide somebody updated in March. Each figure carries its period and its system, so a question about last year's revenue does not produce three answers.

Then build the bridge before anyone asks for it: the reconciliation from the operating result in the filed accounts to the normalised EBITDA in your document, one line per adjustment, each with its supporting piece already in the data room. That page answers the analyst email in twenty minutes, and it shows which adjustments will not survive due diligence while you can still choose between defending one and dropping it. An adjustment that collapses later takes the whole multiple with it.

Sequence does the rest. Fix the figures, decide the perimeter, then write the story that fits them, which is the order set out in our guide to preparing a sell-side process in Belgium. Once the document is out, resist correcting figures quietly in the next copy. Numbered copies with a named recipient exist for confidentiality, and they also tell you who holds which version, because a buyer comparing two versions of one table asks about the difference instead of about the business.

The dups approach

At dups we build the financial section of a memorandum backwards from the due diligence that will test it. Before a figure goes in it has a source, a period and a supporting piece in the data room, and each normalisation is written so that it can be defended by someone who was not there when it was agreed.

Within Full Deal Execution the document is one part of a process we run from preparation to closing, which is why the numbers, the perimeter and the warranty package get decided together rather than one after another by different hands. Where a seller wants materials that hold up in front of a committee without handing over the process, we do that work as Specialist Support. Offr was a sell-side mandate in 2025.

If a sale sits in your next twelve months, put your filed accounts beside the figures you would want to present and see whether you can explain every difference without opening a file. Get in touch for a first conversation, with no obligation, and decide from there which number needs work before any document leaves your office.

Questions sellers ask before the figures leave their office

Which numbers in an information memorandum does a buyer actually check?

The ones he can verify elsewhere. Revenue against the gross margin in your filed accounts, normalised EBITDA rebuilt from the operating result, owner remuneration against the remuneration line, monthly working capital against the year-end balance sheet, and net debt against leases, factoring and your current account. Every adjustment is asked for as a document.

What happens if my figures do not match my filed annual accounts?

Differences are normal, since a memorandum shows normalised and often more recent figures. What matters is whether you can explain each one immediately. An explained difference costs nothing. An unexplained one makes a buyer reread the whole document with less trust, widen his due diligence, and protect himself through price, escrow or an earn-out rather than through argument.

Can a buyer see my turnover in my filed accounts?

Often not. A small company files the abridged model, whose income statement opens with the gross operating margin instead of turnover, so revenue itself stays out of the public file. Remuneration and social charges, depreciation, equity and financial debt are visible, and those are the lines a buyer uses to sense-check whatever turnover figure your document gives him.

Thomas Samson, Associate at dups