Marketing Due Diligence Assessment

Why marketing due diligence matters before a sale

When a buyer's accountants run a Quality of Earnings review, they're asking how much of your profit is real, repeatable and transferable. Marketing sits underneath every part of that answer: where customers come from, whether the pipeline runs without you, and whether your numbers hold up when someone checks them.

The most common marketing problem that lowers a valuation is the owner running the marketing. If a buyer has to hire someone to replace you, say a $120,000-a-year marketing lead, that cost comes off EBITDA, and the multiple often drops too:

• $1M EBITDA at 4x = a $4M business
• $880K EBITDA at 3.5x ≈ a $3.1M business

The Marketing Due Diligence Assessment finds gaps like that, puts a dollar figure on each one, and gives you a plan to close them before a buyer uses them to negotiate.

How it mirrors financial due diligence

The report reads like a diligence report, so your M&A advisor, broker or a buyer recognizes the format.

The eight areas we review

1. Quality of pipeline. Where revenue actually comes from, by source, over the last 24–36 months, and what it would cost to replace your marketing time.
2. Channel and revenue concentration. Whether one channel or a few customers carry the business, and how much depends on paid ads instead of assets you own.
3. Unit economics. Cost to acquire a customer by channel, conversion at each stage, lifetime value and payback.
4. Proof of pipeline. Sample closed deals traced from lead source to invoice, and CRM numbers reconciled to revenue.
5. Trend, run-rate and forecast support. Whether lead flow is growing or slipping, and whether your marketing plan can deliver the growth in your forecast.
6. Transferability and systems. Who does what, what's written down, and how much of it depends on you.
7. Asset ownership and liabilities. Who owns the domain, website, ad accounts, Google Business Profile, CRM and email list; contract terms; consent records and licensing.
8. Market position and reputation. What a buyer finds when they search for you: reviews, rankings, AI search visibility and how you compare to competitors.

What you get

• Diligence report: an executive summary, a 0–100 readiness score, findings in each area rated Critical, Significant, Moderate or Housekeeping, and the EBITDA adjustments a buyer is likely to make, shown in dollars.
• Remediation roadmap: fixes ranked by valuation impact and effort, split into before you list, before LOI and after close.
• Data room exhibit: a short, buyer-facing summary of your marketing function (channels, metrics, systems and asset ownership) for your data room once the gaps are fixed.
• Readout call: 60 minutes walking you through the findings, with your M&A advisor if you'd like.

How the readiness score works

Each of the eight areas is scored and weighted. Quality of pipeline and transferability carry the most weight, because they're what buyers worry about most.

• 80–100: diligence-ready
• 60–79: fixable before listing
• 40–59: material gaps
• Under 40: owner-dependent

How the assessment works

1. Scoping call (30 minutes). Your timeline to a sale, whether an advisor is involved, and what's in scope.
2. Information request. You get the marketing data room list the same day. Read-only access is best. Anything you can't provide is itself a finding, because a buyer will ask for the same thing.
3. Owner interview (60 minutes). How marketing really works day to day, and who does what.
4. Analysis (about 1–2 weeks). The eight areas, including deal tracing and account-ownership checks.
5. Draft findings. Shared with you for factual corrections, the way diligence teams work with management.
6. Readout and final report. The roadmap, and your next step: fix it yourself, or have Ronin close the gaps.

Most of the three weeks is waiting on access and data, so the faster the data room comes together, the faster you get the report.

Who it's for

• Owners planning to sell in the next one to three years who want to know how their marketing will hold up
• Owners who are already talking to an M&A advisor or broker and want the marketing side ready before listing
• Businesses doing $1 million to $10 million a year where the owner still carries most of the marketing

Buyers, brokers and M&A advisors: a buy-side version reviews a target company's marketing for you. It's quoted per deal.

Who runs it

I'm Justin Smith, founder of Ronin Communications. I run an M&A advisory practice alongside Ronin, and I spent more than 20 years in strategic communications and marketing for the federal government. I look at marketing the way a buyer does: as part of what the business is worth.

"He views marketing through the lens of enterprise value and M&A readiness, not just clicks or impressions. He builds transferable infrastructure that reduces founder dependency and actually compounds a business's valuation multiple."

Clayton Joyner, mastermind peer