Insights

Straight talk on selling a business in Texas.

Short, practical notes on what actually moves the needle when you sell: valuation, margin, the numbers buyers trust, and getting ready before you go to market. No theory, just what I see work.

Written guides

Guides for selling a business.

Valuation

What is EBITDA, and why a buyer pays on it

Your sale price is usually EBITDA times a multiple. What the number means, how to normalize it, and how to raise it before you go to market.

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Cash flow

Your AR aging report is a cash flow tool

The buckets matter more than the total. How to read the report weekly to protect cash, and what a buyer sees in it during diligence.

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Valuation

How much is my business worth?

Value starts with earnings, not revenue, and the multiple is where the money moves. How buyers reach a number, and what you can do to raise it.

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Readiness

Is one big customer cutting your price?

Customer concentration reads as risk to a buyer, and it can lower both your multiple and your cash at closing. How to fix it before you go to market.

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Process

How long does it take to sell a business?

The honest answer is 9 to 12 months once you go to market, often longer counting prep. Where the time actually goes, stage by stage.

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Readiness

Owner dependence: a business that needs you.

If it cannot run without you for ninety days, buyers see risk and cap the price. How to make the business run without you before you sell.

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Deal structure

Asset sale vs stock sale.

Two deals at the same price can leave very different amounts in your pocket. Why structure decides who keeps liabilities and how you are taxed.

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Deal structure

How earnouts work when you sell.

Part of your price, tied to how the business performs after the sale. How earnouts work, and how to keep yours from quietly disappearing.

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Process

How to sell your business confidentially.

Sell without employees, customers, or competitors finding out. How a layered, confidential process works and the leaks that sink it.

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Readiness

What a quality of earnings report is.

After the LOI, a buyer's accountants can shrink the profit your price was built on. What a QoE is, where it cuts value, and how to get ahead of it.

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Deal structure

What a letter of intent really means.

The LOI is not the finish line. What it binds, the terms that matter more than price, and why your leverage peaks the day you sign.

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Deal structure

Seller financing: why buyers expect a note.

A seller note is in most deals, and refusing one can cost you buyers and price. How it works, what it signals, and how to structure one that protects you.

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Industry

How to sell a CPG business: what buyers pay for.

Revenue does not sell a consumer brand. Margin quality after trade spend, retailer diversification, and proof of shelf velocity do. How buyers value CPG, and how to prepare.

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Process

What does a business broker charge?

Business broker fees explained: typical success fees, retainers, and the Lehman and Double Lehman scales, plus what Texas owners actually pay to sell.

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Process

Strategic buyer vs financial buyer.

Strategic, private equity, and family office buyers value your business differently. Here is who pays the most, and how Texas owners create competition.

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Deal structure

The working capital peg explained.

The working capital peg quietly moves your sale price after the LOI. Here is how the peg is set, where sellers lose money, and how to protect yourself.

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Valuation

SDE vs EBITDA: which one sets your multiple.

SDE and EBITDA measure profit differently, and the metric decides your multiple. Here is which one applies to your business and how to move up the scale.

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Readiness

Due diligence: what buyers will ask for.

What buyers actually ask for in due diligence, where deals stall, and how to be ready before you go to market. A practical guide for Texas owners.

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Deal structure

Escrow holdbacks: why not all your money comes at closing.

Why part of your sale price is held back after closing, how escrows and holdbacks work, and how to keep more cash in your pocket. For Texas owners.

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Process

When is the right time to sell?

The best time to sell a business is rarely the moment you feel ready. How to time an exit around your business, the market, and your own life. For Texas owners.

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Valuation

What you actually keep after the sale.

Sale price is not the check you cash. How fees, debt, working capital, escrow, and taxes shrink net proceeds, and what Texas owners actually keep.

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Valuation

Add-backs: every dollar is worth a multiple.

Add-backs can raise your sale price by hundreds of thousands. What add-backs are, which ones buyers accept, which they reject, and how to document them.

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Process

What a business broker actually does.

A business broker runs a full sell-side process to create competition and protect your price. Here is what that really involves, and how it beats just listing.

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Deal structure

Non-competes: what you are really signing.

When you sell, the buyer will want a non-compete. What it covers, how long it lasts, how Texas enforces it, and how to keep it from boxing you in.

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Deal structure

Rollover equity and the second bite.

Private equity buyers often ask you to roll over some equity. What rollover equity is, how the second bite works, and where owners get burned.

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Process

When to tell employees you are selling.

Tell employees too early and you risk the deal. Too late and you lose key people. When to tell your team you are selling, and how stay bonuses work.

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Valuation

How recurring revenue raises your value.

Same profit, different price. How recurring revenue raises your multiple, what actually counts as recurring, and how to build it before you sell.

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Deal structure

Selling a business that owns its building.

Own your building? Your three options when selling a business with real estate, and how each changes your price, taxes, and buyer pool.

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Process

Selling to a competitor: highest bidder, biggest risk.

Competitors often pay the most for a business, and they are the riskiest buyer in the room. How to sell to one without handing over your playbook.

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Process

Got an unsolicited offer? Respond without losing leverage.

Got a letter or call from someone wanting to buy your business? Why the first unsolicited offer is almost always low, and how to respond without losing leverage.

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Process

Why business sales fall apart after the handshake.

Most businesses that go to market never sell. The five deal killers that break sales after the handshake, and how prepared sellers close anyway.

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Process

Can your employees actually buy the business?

Thinking about selling your business to your employees? How MBOs get financed, what they really pay vs the market, and how to protect your price and exit.

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Industry

How to sell a construction business.

Selling a construction or trades business? Why buyers discount project revenue, why your WIP schedule decides the price, and how to raise your multiple.

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Readiness

How to prepare your business for sale.

Selling in the next few years? The two-year preparation plan buyers reward: clean financials, owner independence, papered contracts, and a ready data room.

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Industry

How to sell an e-commerce business.

What buyers pay for when you sell an e-commerce business: profit quality, channel mix, inventory, and ad spend, plus how Texas owners prepare to exit well.

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Industry

How to sell a professional services firm.

Selling a professional services firm means selling relationships, contracts, and people. What drives the price, and how Texas owners prepare to exit well.

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Process

What is a CIM, and why it sets your price.

What a confidential information memorandum is, what goes in it, and why this one document sets the ceiling on your price before you ever meet a buyer.

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Process

Selling a business without a broker.

Can you sell your business without a broker? When going it alone actually works, what you give up, and the math to run before you decide.

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Process

Buyer meetings: the stage nobody preps for.

What happens in buyer management meetings when selling your business: what buyers test, how to prepare, what not to say, and how to keep leverage.

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Deal structure

Cash-free, debt-free: the phrase that decides your payout.

Your LOI says cash-free, debt-free. Here is what that means, what counts as debt, and how it decides the check you actually cash when you sell.

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Deal structure

Reps and warranties: the promises you sign.

Reps and warranties are the promises you sign in a business sale. What you are on the hook for, how long it lasts, and how to limit your risk.

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Process

The team you need to sell your business.

Selling a business is a team sport. The four advisors you need, who does what, and why your everyday CPA and attorney are not your deal team.

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Process

What happens after you sell your business.

Closing is the start of a transition, not a clean break. What happens to your time and your money after you sell, and how to plan for it.

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Deal structure

Recapitalization: sell part of your business.

Selling does not have to be all or nothing. How majority and minority recaps let you take cash off the table now and keep a stake in the upside.

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Valuation

Business valuation methods, explained.

Three ways to value a business, and why the market approach, a multiple on your earnings, sets the price for a founder-led company.

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Deal structure

How to compare offers when selling your business.

The highest price is rarely the best offer. How to weigh cash at close, structure, certainty to close, and what you actually keep after tax.

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Deal structure

How to sell your business to a family member.

Keeping it in the family is the easy part. How to handle valuation, financing, fairness to other heirs, and taxes so the deal actually works.

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Process

How to sell a business with a partner.

The most common reason a multi-owner sale falls apart is not the buyer. It is the partners. How to align co-owners before you go to market.

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Process

How to choose a business broker.

You sell your business once, and the advisor you pick moves the outcome more than almost any decision. The questions to ask before you sign.

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Industry

How to sell a manufacturing business.

The equipment is not stacked on top of the price. How manufacturers are really valued, what buyers discount, and what to fix before you sell.

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Readiness

How to set up a data room when selling your business.

The data room is where a deal is proven or quietly falls apart. What goes in it, how to organize it, and why building it early protects your price.

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Exit Planning

Business exit strategy: the five options for Texas owners.

Selling to a third party is one exit, not the only one. The five paths out of your business, what each pays, and how to pick the one that fits your goals.

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Valuation

Does growing your business before you sell increase its value?

Growth can add real money to your sale price, or a year of risk a buyer never pays back. What buyers pay a premium for, and when to sell now.

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Readiness

Do you need audited financials to sell your business?

Most owners do not need an audit to sell. What buyers actually want from your books, the three levels of statements, and when an audit is worth it.

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Financing

Selling your business to an SBA buyer.

For most businesses under $5M, the buyer uses an SBA loan. How that financing shapes your price, your cash at close, and the note you may carry.

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Deal Structure

How to reduce the taxes when you sell your business.

What you keep is after tax, and structure sets it more than price. Asset vs stock, purchase price allocation, and the levers that lower your bill.

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Process

How to sell a business with declining revenue

A soft year does not close the door. Why buyers price the reason for a decline, how to tell temporary from structural, and how to sell without a lowball.

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Process

How to find a buyer for your business

The competitor you already know is rarely the best buyer. Where buyers actually come from, how a confidential search reaches them, and why competition, not one buyer, sets the price.

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Deal structure

The purchase agreement: what happens between LOI and closing

The LOI is an outline. The purchase agreement is the binding contract, and that is where the real negotiation happens. What it covers and where the stretch goes wrong.

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Industry

How to sell a trucking company

Buyers strip the fuel surcharge and underwrite cost per mile. Why your tractors are not added on top of the multiple, and the regulated diligence file that sets your price.

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Process

Business broker vs M&A advisor: who should sell your business

The titles are unregulated. What actually differs is deal size, how buyers get found, and whether anyone creates real competition for your business.

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Industry

How to sell a franchise business

You own the business but you do not fully control the sale. What the franchise agreement decides about your buyer, your price, and your timing.

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Valuation

10 add-backs buyers accept, and 6 they reject

Every add-back is worth its own size times your multiple. The ten that survive a quality of earnings review, ordered by dollar size, and the six that get thrown out.

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Deal structure

Earnout vs seller note vs rollover equity

Almost no buyer pays the full price in cash at closing. Compare the three deferred structures on risk, control, taxes, and upside before you sign.

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Valuation

The 9 numbers a buyer checks before they make an offer

Before a buyer names a price, they run nine numbers. Here they are in order of how much a weak answer costs you, and what each should look like.

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Readiness

Keeping your key people through a sale

Buyers price the risk of losing your team. What a retention plan costs, who funds it, and when to have the conversation.

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Process

SBA buyer vs private equity vs strategic buyer

The same business draws three different offers depending on who is reading the file. Compare price, cash at close, speed, and what changes after.

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Valuation

Revenue vs gross profit vs net profit vs EBITDA vs cash flow

Five numbers describe the same business and disagree about how good it is. What each one measures, what it hides, and the one a buyer multiplies.

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Readiness

Which contracts does a buyer actually inherit?

Your lease, your licenses, and your biggest customer may each get a vote in your sale. Sort every agreement by what it takes to move it.

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Valuation

QoE vs audit vs review vs compilation

Four financial reports, four different jobs, and only one of them argues for your price. Compare cost, timing, and weight before you spend the money.

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Process

8 reasons deals die after the LOI

Signing the letter of intent is the high point of your negotiating position. The eight things that break deals after it, most common first, and how to stop each one.

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Industry

How to sell an HVAC or plumbing business in Texas

Home services platforms are buying hard across DFW. What separates a discounted company from a premium one, and the licensing problem almost no seller checks before closing.

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Process

LOI vs purchase agreement: which one actually binds you?

The LOI binds your behavior. The purchase agreement binds your money. Which clauses hold, where your leverage goes the day you sign, and what has to be won before exclusivity starts.

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Readiness

Data room checklist: the 15 documents buyers ask for first

The first five documents decide your price. The last ten decide your closing date. The full list, plus the outside copy each one gets checked against.

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Industry

How to sell an insurance agency in Texas

Renewal commission is the asset. But carrier appointments are terminable relationships, not property, and change of control runs on a 61 day clock that starts later than sellers think.

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Timing

Sell my business now or wait two years?

Waiting only pays if the plan clears a specific hurdle. The arithmetic of what two more years has to return, and the five things a real two-year plan contains.

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Deal structure

7 deal terms that matter more than price

Owners negotiate the price hard and then sign the terms that give it back. Seven of them, ranked by dollars, plus the one calculation that reverses how you rank two offers.

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Deal structure

Selling a business with inventory

Whether inventory sits inside or outside the working capital target changes what the same headline price is actually worth. How the closing count works, and how dead stock gets priced.

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Exit strategy

ESOP vs management buyout vs third-party sale

An appraiser, a lender, or a room full of bidders. Whoever sets your price tells you more about the outcome than the structure's name does.

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Valuation

12 things that lower your business valuation multiple

Some problems cost you a discount. Others quietly remove whole categories of buyer from the table, which is what actually moves the multiple. Twelve of them, ranked.

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Deal structure

Selling a business with debt

Most loans get paid off out of the price at closing. The lien on file, the lender consent your note requires, and every personal guarantee you signed do not clear themselves. The Three-Exit Rule for each debt line.

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Comparison

Selling a franchise vs an independent business

A franchise sale has a third party at the table who can approve your buyer, take the deal, and set the terms. An independent sale does not. Seven dimensions compared, plus the Three Votes Rule.

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Sell-side process

11 steps to sell a business, from the first call to closing

Valuation before repair, repair before the deal team, CIM and data room together, buyer list before process design, and all of it before the first NDA. Eleven steps in order, plus the one you cannot walk back.

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Timing

Selling a seasonal business: your peak, your trough, and the month you go to market

A seasonal business is not harder to sell, it is date-sensitive. Which twelve months get measured, when to launch, and why a flat-average working capital peg plus a peak closing hands value away.

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Deal Structure

Staying on after you sell: employee, consultant, or clean break

Owners negotiate price for four months and the transition in an afternoon. What each of the three structures costs you, what your time is actually being paid, and how staying longer can extend your non-compete.

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Exit Readiness

10 ways to reduce owner dependence in 12 months

Ten moves ranked by how much of your role each one actually transfers, on a twelve month calendar. Why the people moves belong in the first six months and the paperwork in the second.

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Deal Structure

Selling a business with government contracts

A federal contract does not transfer by bill of sale. How novation works, why the buyer's own size can disqualify your set-aside revenue, and the guarantee that outlives closing.

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Sell-side process

Auction vs targeted process vs negotiated sale: how many buyers should see your business?

The number of buyers you approach is not a strategy, it is an output of two counts. Seven dimensions compared, plus the test that tells you whether you still have leverage after exclusivity.

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Watch

Short videos on the numbers buyers trust.

Your P&L is the highlight reel. The balance sheet is the truth.

Most owners live in the profit and loss statement. It tells a story they like: revenue climbing, profit on the bottom line. But when a buyer wants to know how healthy your business really is, they turn to the balance sheet. The P&L is a highlight reel of one stretch of time. The balance sheet shows what you actually own, what you owe, and where the cash really came from.

That is where deals get real. A business can post a strong year on the income statement while the balance sheet tells a different story: thin cash, debt stacked up, receivables that are not collecting, owner money moving in and out. Buyers and lenders read those signals fast, and they price the risk in. If you are thinking about selling, get the balance sheet clean and defensible long before you go to market. It is the document that decides whether a buyer trusts your numbers.

Your sales are lying to you.

Revenue is the number owners brag about. It is also the number that hides the most. Two businesses can post the same top line and be worth wildly different amounts, because what matters is gross margin: what is left after the cost of actually delivering the product or service. A company doing big revenue at thin margin is working hard to make a little. A buyer sees that immediately.

When you sell, the valuation is built on profitability and the quality of those earnings, not the headline sales figure. Strong, stable margin tells a buyer the business is durable and the growth is real. Weak or shrinking margin raises questions no pitch can answer. Before you go to market, know your margin by product and by service line, understand what drives it, and fix what you can. That is the work that quietly raises your price.

Your home office is probably worth more than you think.

A lot of owners run real business operations out of a home office and never claim the deduction they are owed. If a part of your home is used regularly and only for the business, the IRS lets you write off a share of your rent or mortgage interest, utilities, insurance, and upkeep. Most people either skip it because they are scared of an audit, or they guess and leave money on the table.

Two reasons it matters beyond this year's tax bill. First, that is cash back in the business, real dollars, not a rounding error. Second, the habit behind it is what counts when you sell: an owner who tracks expenses cleanly and claims what they are due has books a buyer can trust. Sloppy expense tracking is the same sloppiness that shows up in diligence. Claim what is yours, document it properly, and you get a lower tax bill now and a more defensible set of numbers later.

Cash accounting or accrual? You choose.

Cash accounting records money when it actually moves: revenue when the customer pays, expenses when you pay them. It is simple and it tells you what is in the bank. Accrual records revenue when it is earned and expenses when they are incurred, whether or not cash has changed hands. It is more work, but it shows what the business actually did in a period.

Why this matters for selling: serious buyers and lenders read accrual financials, because cash-basis books can make a business look lumpy or hide what is really going on with receivables, payables, and timing. If you plan to sell in the next few years, moving to accrual early, or at least being able to present accrual statements, makes your numbers credible and your diligence smoother. The method you pick is not just a tax preference. It is how a buyer decides whether to trust your story.

EBITDA in one minute, and why a buyer pays on it.

EBITDA is earnings before interest, taxes, depreciation, and amortization. Strip those four things out of your profit and you get a cleaner read on what the business actually earns from operations, before financing choices and accounting decisions cloud the picture. That is why buyers anchor on it: it lets them compare your business to others and to their own, on an apples-to-apples basis.

It matters because your sale price is usually EBITDA times a multiple. Lift normalized EBITDA by a dollar and, at a five-times multiple, you have added five dollars of enterprise value. That is the whole game in one line. Before you go to market, know your real EBITDA, get your owner add-backs documented and defensible, and understand which dollars of earnings a buyer will actually credit. The cleaner that number, the higher the multiple a buyer will pay on it. The full mechanics are here, including how to normalize it and which add-backs survive diligence.

Your AR aging report is a cash flow tool.

The accounts receivable aging report shows who owes you money and how long it has been outstanding, sorted into buckets: current, thirty days, sixty, ninety and beyond. Most owners glance at the total and move on. The real signal is in the buckets. Money stacking up in the ninety-plus column is revenue you booked but may never collect, and it is quietly choking your cash flow while the income statement still looks fine.

For a sale, this report does double duty. Run it weekly and it becomes a collections tool: you chase the right invoices before they go bad and you keep cash in the business. Hand it to a buyer in diligence and it tells them whether your revenue is real and whether your customers actually pay. A clean, current aging report says the business is run tightly. A messy one full of stale balances raises exactly the questions you do not want surfacing at the negotiating table.

Your team doesn't have a talent problem. It has a rowing problem.

Owners reach for "we need better people" when results stall. Usually the talent is fine. What is missing is alignment: everyone pulling, but not in the same direction, at the same time, toward a goal they can all name. A boat full of strong rowers goes nowhere if they are out of sync. Fix the rowing before you go hunt for new rowers.

This matters more than it looks when you sell. A business where the team runs in sync without the owner steering every stroke is worth more, because a buyer is purchasing something that keeps moving after you step out of the boat. A company that only rows when the owner calls the cadence is an owner-dependent business, and that dependence shows up as a lower multiple. Alignment is not a soft topic. It is the difference between selling a machine and selling a job.

Revenue isn't profit. Stop celebrating it.

Revenue is the number on the banner at the conference. It is also the number that hides the most. Two businesses can both bill four million dollars a year while one keeps six hundred thousand and the other keeps ninety thousand and cannot make payroll in February. On the metric most owners quote, those companies look identical. To a buyer they are not remotely the same business, and the gap between them is worth millions of dollars of purchase price.

Revenue has two blind spots that matter when someone is writing you a cheque. It says nothing about what the activity cost, and it is recorded before the money actually arrives. That is why buyers do not multiply revenue. They multiply adjusted earnings, and they read gross margin to work out whether your growth was earned or bought. Here is what all five numbers measure, and which one sets your price.

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Prefer to watch? New short videos every week on the Thryve YouTube channel.