Acquiring Minds When a $2.8m Acquisition Is More Like Zero-to-One
Nov 26, 2025
Dave Gilbert, founder of Proven and former tech entrepreneur, shares his journey of acquiring a struggling accounting business. He details the challenges faced, such as unexpected revenue drops and staffing issues, after initially passing on the deal. Dave emphasizes the importance of adapting corporate culture and recruiting top talent, while also exploring the benefits of fractional executive roles in the evolving business landscape. He compares turnaround strategies to startup founding, highlighting the complexities involved, particularly under financial pressure.
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From First Meeting To Closing The Deal
- Dave met the Proven sellers in November 2022, initially passed because of family involvement, then returned when the business listed publicly.
- He closed in November 2023 for $2.8M after competing with PE bidders and raising equity from online contacts.
Hidden Add‑Backs Halved Expected EBITDA
- Due diligence and quality-of-earnings missed significant add‑backs tied to family payments and variable CFO comp.
- Those hidden costs halved the expected EBITDA after close and tightened cash flow dramatically.
Verify Compensation And Add‑Backs Rigorously
- Do dig deeply into compensation structures and verify who truly performs paid roles before relying on add‑backs.
- Avoid accepting add‑backs for family payments without clear evidence they are nonoperational.
