Reading a CIM: What Sellers Don't Want You to Notice
A Confidential Information Memorandum is a marketing document. Its job is to make a business look attractive. Your job is to read past the polish. Here are four things experienced acquirers look for that sellers quietly hope you'll overlook. **1. The Revenue Concentration Footnote** Sellers love to headline 'diversified customer base.' Then, buried in the appendix: one client represents 34% of revenue. Always map the top 10 customers by revenue percentage before you model anything else. If the CIM doesn't provide it, that silence is itself a data point. **2. Adjusted EBITDA That Adjusts Too Generously** One-time add-backs are legitimate. But watch for sellers who add back the owner's salary, then list a below-market replacement cost. If the CEO earns $380K and the add-back assumes a $120K replacement, your pro forma is fiction. Reconstruct EBITDA using real market comp for every role being normalized. **3. Revenue Recognition Timing** CIMs prepared for a sale frequently show a strong trailing twelve months. Check whether that period includes pulled-forward renewals, aggressive contract timing, or a one-time project. Ask for monthly revenue going back 36 months. Seasonality and lumpy project revenue tell a different story than annualized figures. **4. What the Growth Section Doesn't Quantify** Every CIM has a 'significant growth opportunities' slide. If those opportunities are real, ask why the current owner didn't pursue them. Vague language like 'expand into adjacent markets' with no supporting data usually means the seller has no evidence it works — and neither will you. The CIM is the start of your diligence, not a substitute for it. Treat every positive claim as a hypothesis to test, and every omission as a question to ask. The best deals reward the buyers who read carefully.