Exit Preparation: Get Your Business Ready to Sell
The complete financial playbook for maximizing your exit value—from EBITDA optimization to quality of earnings prep and buyer due diligence.
Key Takeaways
- •Exit preparation starts 3-5 years before sale—not when you decide to sell
- •Every dollar of sustainable EBITDA improvement multiplies your sale price by 4-8x
- •Quality of Earnings analysis will scrutinize every adjustment—prepare defensible documentation
- •Customer concentration, owner dependency, and financial messiness kill more deals than price disagreements
- •Professional advisors (investment bankers, M&A attorneys, CPAs) typically pay for themselves through better outcomes
Building a valuable business is hard work. But capturing that value when you sell requires a different skill set—one that most business owners haven't developed. The difference between a well-prepared exit and an improvised one can be millions of dollars and months of unnecessary stress.
This guide covers exit preparation for established businesses ($5M-$50M revenue) planning sales to private equity firms, strategic acquirers, or family office investors. Whether your exit is 5 years away or 18 months out, the principles remain the same: financial clarity, operational excellence, and strategic positioning drive premium valuations.
The Exit Preparation Paradox
The best time to prepare for exit is when you're not planning to sell. Businesses optimized for sale are also optimized for profitability, growth, and resilience. Every improvement you make for a future buyer benefits you today.
Why Exit Preparation Starts Years Before the Sale
Most business owners start thinking about exit preparation when they receive an unsolicited offer or decide they're ready to sell. By then, it's often too late to maximize value. Here's why early preparation matters:
Buyers Value Trends, Not Snapshots
PE firms and strategic buyers want to see 3-5 years of consistent performance. A single strong year doesn't command premium multiples—sustained growth does. If you need to improve margins, diversify customers, or build management depth, that takes years to demonstrate convincingly.
Financial Cleanup Takes Time
Moving from tax-basis accounting to GAAP, implementing proper revenue recognition, cleaning up balance sheet items, and building audit-ready financials requires 12-24 months. Rushed cleanups raise red flags with buyers who wonder what you're hiding.
Management Transitions Need Runway
If your business can't run without you, buyers see risk. Building a management team that can operate independently—and demonstrating that capability—takes 2-3 years minimum. Owner-dependent businesses sell at significant discounts or require extended earnouts.
EBITDA Improvements Must Season
Cost reductions or efficiency gains in the year before sale get scrutinized heavily. Are they sustainable? Were they deferred maintenance? Improvements made 2-3 years before exit, with demonstrated sustainability, get full credit in valuations.
Understanding Business Valuation
Business valuations in the middle market typically use two primary methodologies: EBITDA multiples and discounted cash flow (DCF) analysis. Understanding both helps you focus improvement efforts on what actually moves value.
EBITDA Multiple Valuation
The most common approach: Enterprise Value = EBITDA x Multiple. The multiple reflects company size, growth rate, industry, and risk profile.
| EBITDA Range | Typical Multiple | Implied Value | Buyer Type |
|---|---|---|---|
| $1M-$2M | 3x-4x | $3M-$8M | Search funds, individual buyers |
| $2M-$5M | 4x-6x | $8M-$30M | Lower middle market PE |
| $5M-$10M | 5x-7x | $25M-$70M | Middle market PE, strategics |
| $10M+ | 6x-8x+ | $60M-$80M+ | Upper middle market PE, large strategics |
What Drives Multiple Expansion
Premium Multiple Drivers
- Recurring or contracted revenue (80%+ preferred)
- Strong growth trajectory (15%+ annually)
- Diversified customer base (no customer >10%)
- Strong management team beyond owner
- Defensible competitive position
- Attractive industry (healthcare, software, business services)
Multiple Discount Factors
- Project-based or transactional revenue
- Flat or declining growth
- Customer concentration (>20% from one customer)
- Owner dependency with no succession
- Commodity business with price competition
- Cyclical or declining industry
Discounted Cash Flow (DCF) Analysis
DCF analysis projects future cash flows and discounts them to present value. While more sophisticated, it's often used alongside EBITDA multiples as a reasonableness check. The key inputs are projected cash flows, terminal value assumptions, and discount rate (weighted average cost of capital).
The Practical Reality
In most middle market transactions, EBITDA multiples drive pricing. DCF analysis provides supporting rationale. Focus your preparation efforts on improving and sustaining EBITDA rather than optimizing theoretical cash flow projections.
EBITDA Adjustments: What Buyers Accept
Adjusted EBITDA—EBITDA normalized for one-time, non-recurring, or owner-specific items—is the starting point for most valuations. But not all adjustments are created equal. Aggressive add-backs destroy credibility faster than they inflate value.
The Adjustment Credibility Spectrum
Universally Accepted Adjustments
- Owner compensation normalization: If you pay yourself $800K but a replacement would cost $300K, the $500K difference adds back
- One-time transaction costs: M&A advisory fees, legal costs for the sale process
- Non-recurring litigation: Settlement of unusual lawsuit (with documentation)
- Personal expenses: Owner's car, family members on payroll who don't work, personal travel
- Related party rent normalization: If you own the building and charge below-market rent
Scrutinized But Often Accepted
- Facility consolidation costs: Accepted if truly one-time and documented
- System implementation costs: ERP or major software projects (amortize over benefit period)
- Restructuring costs: Severance, if the restructuring is complete and benefits are flowing
- Insurance recoveries: One-time insurance proceeds from unusual events
Almost Always Rejected
- "Pro forma" revenue: Pipeline deals not yet closed, signed contracts not yet delivering
- Unimplemented cost savings: "We could save $500K if we moved to cheaper facilities"
- Recurring "one-time" costs: If it happens every year, it's not one-time
- R&D or marketing as discretionary: These are operating expenses, not adjustments
- Excessive management bonuses: Buyers see this as compensation shifting
The Golden Rule of Adjustments
If you wouldn't present an adjustment to your banker when applying for a loan, don't present it to buyers. Aggressive adjustments don't just get rejected—they make buyers question every other number in your presentation.
Documenting Adjustments
Every adjustment needs a paper trail. Buyers will ask for supporting documentation, and Quality of Earnings accountants will verify everything.
- Owner compensation: Market salary surveys, job descriptions, comparable company data
- One-time costs: Invoices, contracts, board minutes approving the expense
- Related party transactions: Third-party appraisals, market rate analysis
- Personal expenses: Receipts showing personal nature, amended tax returns if relevant
Quality of Earnings: What to Expect
Every serious buyer will commission a Quality of Earnings (QoE) analysis—a deep financial due diligence performed by their accounting firm. Understanding what they're looking for helps you prepare and avoid surprises that derail deals.
What QoE Analysts Examine
Revenue Quality
- • Is revenue recognized correctly under GAAP/contract terms?
- • What percentage is recurring vs. one-time?
- • Customer concentration and dependency analysis
- • Cohort analysis: How do customers behave over time?
- • Contract terms: Duration, renewal rates, price escalators
- • Revenue trends by product, geography, and customer segment
EBITDA Normalization
- • Verification of all proposed adjustments
- • Identification of missed adjustments (positive or negative)
- • Owner compensation benchmarking
- • Related party transaction analysis
- • Run-rate EBITDA calculation (last 12 months, annualized)
- • Sustainability of recent cost reductions
Working Capital Analysis
- • Calculation of normalized working capital for transaction
- • Seasonality impacts on working capital
- • Trend analysis: Is working capital increasing as percent of revenue?
- • AR aging and collectability assessment
- • Inventory valuation and obsolescence
- • Accrued liabilities and timing of payments
Risk Identification
- • Undisclosed liabilities or commitments
- • Legal or regulatory exposure
- • Tax positions and potential adjustments
- • Key person dependencies
- • Customer or supplier concentration
- • System or control weaknesses
Preparing for QoE
Smart sellers prepare their own "sell-side QoE" before going to market. This proactive analysis identifies issues you can address and narratives you can craft before buyers find problems on their own.
The Psychology of QoE Findings
Issues you identify and explain proactively demonstrate competence and transparency. Issues buyers discover create suspicion about what else might be hidden. The same problem addressed differently can mean millions in purchase price difference.
The 3-Year Exit Timeline
Optimal exit preparation follows a structured timeline. While you can compress this if necessary, rushing typically results in lower valuations or failed transactions.
Years 3-5 Before Exit: Foundation Building
Focus on building the business characteristics that drive premium valuations:
- • Diversify customer base—reduce any customer over 15% of revenue
- • Build recurring revenue streams where possible
- • Develop management team depth beyond owner
- • Implement professional financial systems and controls
- • Document processes, contracts, and intellectual property
- • Address any legal, regulatory, or environmental issues
18-24 Months Before: Financial Preparation
Get your financial house in order for due diligence:
- • Transition to GAAP accounting if not already compliant
- • Obtain audited or reviewed financial statements (2-3 years)
- • Clean up balance sheet—collect old receivables, write off obsolete inventory
- • Normalize owner compensation and related party transactions
- • Prepare EBITDA bridge with documented adjustments
- • Build detailed revenue analytics by customer, product, geography
12-18 Months Before: Strategic Positioning
Position the business for maximum buyer appeal:
- • Commission sell-side Quality of Earnings analysis
- • Develop growth story and future opportunity narrative
- • Interview and select investment banker (if using)
- • Prepare confidential information memorandum (CIM)
- • Build virtual data room with organized documentation
- • Assemble deal team: M&A attorney, CPA, wealth advisor
6-12 Months Before: Active Process
Execute the sale process while maintaining business performance:
- • Launch process with investment banker outreach
- • Conduct management presentations to qualified buyers
- • Receive and evaluate letters of intent (LOIs)
- • Select preferred buyer and negotiate LOI terms
- • Support buyer due diligence (QoE, legal, operational)
- • Negotiate definitive purchase agreement
- • Maintain business performance throughout (critical!)
Close + Post-Close: 60-90 Days
Finalize transaction and begin transition:
- • Complete financing arrangements (if PE buyer)
- • Finalize working capital calculations and true-ups
- • Execute closing documents and fund transaction
- • Manage customer, employee, and vendor communications
- • Begin transition period (typically 6-24 months)
- • Address post-close working capital and earnout mechanics
Financial Red Flags That Kill Deals
Most failed transactions don't die over price—they die over trust. These red flags make buyers walk away or demand significant concessions:
Financial Surprises During Due Diligence
Nothing destroys credibility faster than undisclosed issues buyers discover on their own. Whether it's revenue recognition problems, hidden liabilities, or overstated EBITDA adjustments, surprises create suspicion about what else might be hidden. Disclose everything proactively—buyers accept known issues far better than discovered ones.
Declining Performance During Sale Process
M&A processes typically take 6-12 months. If your business underperforms during this period, buyers recalculate valuation or question the growth story. Many owners get distracted by the deal and neglect operations—a fatal mistake. Maintain or exceed forecast performance throughout the process.
Inconsistent or Unreliable Financials
If your monthly close takes six weeks, your numbers don't tie to tax returns, or your financial systems can't produce basic analytics, buyers question whether the business can be managed effectively. Clean, timely, audit-ready financials are table stakes for serious transactions.
Unrealistic Seller Expectations
Owners who believe their business is worth far more than market reality often waste months before accepting terms they should have accepted earlier. Get a realistic valuation before going to market. If offers consistently come in below expectations, the market is telling you something.
Legal or Regulatory Problems
Pending litigation, regulatory investigations, environmental issues, or IP disputes create uncertainty that buyers avoid. Either resolve these issues before sale or expect significant escrows, indemnities, or purchase price reductions.
The Trust Equation
Buyers are about to write a check for millions of dollars based largely on information you provide. Every inconsistency, omission, or surprise erodes the trust necessary to close transactions. When in doubt, disclose.
Customer Concentration and Revenue Quality
Customer concentration is one of the most common valuation killers in middle market transactions. Buyers see concentrated revenue as risk that demands either lower multiples or protective deal structures.
The Concentration Problem
| Top Customer % | Buyer Perception | Valuation Impact |
|---|---|---|
| <10% | Diversified, low risk | No discount |
| 10-20% | Manageable concentration | Minor discount possible |
| 20-30% | Material risk | 0.5-1.0x multiple discount |
| 30-50% | Significant risk | 1.0-2.0x multiple discount or earnout |
| >50% | Deal structure challenge | May require customer contract or walkaway |
Strategies to Address Concentration
- Grow other customers faster: Focus sales efforts on non-concentrated accounts years before exit
- Secure long-term contracts: Multi-year agreements with concentrated customers reduce perceived risk
- Document relationship depth: Show switching costs, integration, and strategic importance to customer
- Get customer LOIs: Letters from key customers expressing intent to continue post-sale can help
- Accept earnout structure: If concentration can't be reduced, earnouts tied to customer retention may bridge valuation gaps
Revenue Quality Factors
Beyond concentration, buyers evaluate revenue quality across multiple dimensions:
High Quality Revenue
- Recurring contracts with auto-renewal
- High gross retention (95%+)
- Price escalators built into contracts
- Multi-year customer relationships
- Low customer acquisition cost
Lower Quality Revenue
- Project-based or transactional
- High customer churn
- Price pressure and discounting
- Short customer tenure
- High cost-to-serve customers
Building a Sellable Business
The most valuable businesses share common characteristics that make them attractive to buyers and command premium valuations. Focus on building these qualities years before exit:
Management Independence
The business should be able to operate and grow without the owner. This means:
- Strong second-in-command (President, COO, or GM) who can run day-to-day operations
- Capable department heads (Sales, Operations, Finance) with clear authority
- Documented processes that don't require owner knowledge to execute
- Customer relationships distributed across team, not concentrated with owner
Financial Infrastructure
Buyers expect sophisticated financial operations:
- Monthly GAAP financial statements within 15-20 days of month-end
- Detailed P&L by department, product line, or location
- KPI dashboards tracking key operational metrics
- 13-week cash flow forecasting discipline
- Clean balance sheet with fully reconciled accounts
Operational Documentation
Well-documented operations demonstrate maturity and reduce buyer risk:
- Standard operating procedures for key processes
- Employee handbook and HR policies
- Customer contracts with clear terms
- Vendor agreements and pricing arrangements
- IP documentation (patents, trademarks, proprietary methods)
Growth Story
Buyers pay for future potential, not just current performance:
- Clear market opportunity and competitive positioning
- Identified growth levers (new markets, products, acquisitions)
- Track record of executing growth initiatives
- Pipeline visibility and sales process metrics
- Realistic projections supported by historical performance
The Sellable Business Test
Ask yourself: If I were disabled for six months, would the business maintain performance? If the answer is no, you have work to do. Buyers want to acquire businesses, not buy jobs. Owner-dependent companies sell at significant discounts or don't sell at all.
In-Depth Guides
Private Equity Readiness
Complete PE preparation guide
Quality of Earnings Reports
What to expect and how to prepare
EBITDA Adjustments Guide
What buyers accept vs. reject
Due Diligence Checklist
Complete document requirements
Working with Investment Bankers
Selection, fees, and process
Owner's Earnings vs. EBITDA
Understanding true business value
Frequently Asked Questions
How far in advance should I start preparing my business for sale?
Start 3-5 years before your target exit date for maximum value optimization. At minimum, begin serious preparation 18-24 months out. This timeline allows you to clean up financials, reduce customer concentration, build management depth, and demonstrate consistent EBITDA growth—all factors that drive premium valuations.
What is EBITDA and why does it matter for my exit?
EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) is the primary valuation metric for private company sales. Buyers multiply your EBITDA by a factor (typically 4x-8x depending on size and industry) to determine enterprise value. Every dollar of sustainable EBITDA improvement increases your sale price by that multiple.
What is a Quality of Earnings report?
A Quality of Earnings (QoE) report is financial due diligence performed by accountants during M&A transactions. It validates your reported EBITDA, analyzes revenue quality, normalizes one-time items, and identifies financial risks. Smart sellers prepare their own 'sell-side QoE' to address issues before buyers find them.
What EBITDA adjustments will buyers accept?
Commonly accepted adjustments include above-market owner compensation, one-time professional fees, non-recurring litigation costs, and personal expenses run through the business. Buyers reject 'pro forma' revenue not yet realized, cost savings not implemented, and recurring costs characterized as 'one-time.' The rule: if you wouldn't show it to your banker, don't show it to buyers.
How does customer concentration affect my exit value?
High customer concentration (any customer over 15-20% of revenue) significantly reduces valuations and can kill deals. Buyers see concentrated revenue as risk—if that customer leaves post-acquisition, the business is impaired. Work to diversify your customer base years before exit, or expect valuation discounts of 1-2x EBITDA multiples.
Should I hire an investment banker to sell my company?
For businesses with $3M+ EBITDA, investment bankers typically add significant value through competitive process management, buyer targeting, and negotiation expertise. Fees run 2-5% of transaction value but often generate returns 2-3x the fee through improved terms. For smaller deals, business brokers may be more appropriate.
What financial records do I need for due diligence?
Buyers require 3-5 years of audited or reviewed financials, monthly management reports, detailed revenue by customer and product, expense breakdowns by category, accounts receivable and payable aging, inventory analysis, contract summaries, and tax returns. Missing or messy records delay deals and reduce credibility.
What are the biggest deal killers in M&A transactions?
Common deal killers include: financial surprises during due diligence, customer concentration risk, undisclosed liabilities, owner dependency without succession plan, legal or regulatory issues, declining performance during the sale process, and unrealistic seller expectations on price or terms.
How do I maintain confidentiality while selling my business?
Work with professional advisors who manage buyer outreach. Use blind teasers that describe the business without identifying it. Require NDAs before sharing detailed information. Limit employee awareness to those essential to the process. Create a data room with controlled access. Many deals fail when confidentiality breaches spook customers or employees.
What happens to my employees after I sell?
This varies by transaction type. Strategic buyers often retain most employees but may consolidate roles. PE firms typically retain operational staff but may bring in new management. Discuss employee treatment during negotiations—many sellers include retention packages or employment guarantees in deal terms to protect their teams.
Planning Your Exit?
Eagle Rock CFO helps business owners prepare for successful exits. From financial readiness assessment to Quality of Earnings preparation and transaction support, we guide you through the process to maximize value.
Schedule an Exit Readiness Consultation