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Virtual CFO

Exit readiness

Short answer

Finbryn's exit readiness runs a buyer's due diligence checklist on your own QuickBooks Online, Xero or NetSuite books, months before you go to market, so normalized EBITDA, owner add-backs, working capital trends and customer concentration are already explained and documented when a buyer's team asks, instead of becoming a price-chipping negotiation mid-deal.

13-week cash forecast

Illustrative client ยท August 2026

USD

Cash today
$244,220
Lowest week ahead
239,800
Largest outflow
Payroll, 46,300
6 weeks ago+7 weeks

Illustrative. An example of the document, not a client's figures.

Every buyer's diligence team runs roughly the same checklist: normalized EBITDA and the add-backs behind it, a trailing net working capital baseline, customer and supplier concentration, related-party transactions, and whether revenue and expenses were recognized consistently year over year. A seller who has never seen that checklist is not less scrutinized, just less prepared. The difference between fixing an issue eighteen months ahead of a sale and having a buyer's team find it during diligence is not whether it gets found. It is who controls the narrative and the timeline when it does.

Exit readiness work is that checklist run early, on your schedule. We build the same normalized EBITDA schedule a buyer's quality of earnings firm will build: adding back owner compensation above a market-rate salary, one-time legal or consulting fees, personal expenses run through the business, and any non-recurring item that would otherwise depress the multiple a buyer applies. Each add-back gets documented with the underlying transaction, not asserted as a round number, because an undocumented add-back invites a buyer to discount the whole schedule rather than just the item in question.

Working capital gets the same treatment. Most purchase agreements set a closing net working capital peg against a trailing twelve-month average, and a business that has never tracked its own working capital trend walks into that negotiation blind. We build the baseline and trend early enough that a seasonal dip or a one-time inventory build does not get mistaken for a structural decline, and so you know roughly where the peg will land before a buyer's team tells you.

Smaller deals, generally under five million dollars in revenue, tend to use Seller's Discretionary Earnings rather than EBITDA, which folds in a single owner's full compensation and benefits rather than a market-rate salary add-back. We build to whichever metric fits your deal size, since using the wrong one either understates what the business is worth or invites a buyer to challenge the schedule outright.

Related-party items get flagged specifically because they are the fastest way to lose credibility with a buyer. A lease with an owner-owned property, a vendor contract with a family member, or a loan between the business and its owner all need disclosure and, where the terms are not at market rate, a normalization adjustment. Left undisclosed and found later, even a small related-party item can make a buyer question every other number on the page.

The output is not a generic report. It is a prioritized list, ranked by how much each item will move a buyer's number, so you spend the runway you have on the fixes that actually matter rather than polishing something a buyer was never going to scrutinize.

What is included

A pre-diligence review against a standard buyer request list: normalized EBITDA (or Seller's Discretionary Earnings for smaller deals) with every add-back documented and tied to a transaction, a net working capital baseline and trailing trend, a customer and supplier concentration review, a related-party transaction schedule with market-rate comparisons where relevant, and a check for inconsistent revenue or expense recognition across the years a buyer will look at. The output is a written, prioritized fix list, not a verbal summary, so it can sit in a data room folder alongside the financials it explains.

How the process works

We start with your last two to three years of financials and the current chart of accounts, walk the standard diligence request list line by line, and flag every item a buyer's team would ask about. Add-backs get built into a schedule with supporting detail, not a single adjusted EBITDA number handed over with no backup. Working capital gets pulled month by month for the trailing period a peg would likely reference. The output goes back to you as a ranked list: fix this before you list, disclose this proactively, this one is minor enough to leave. You decide what gets addressed and on what timeline; we do not run the sale process itself.

Who this is for

Owners planning a sale in the next one to three years, whether to a strategic buyer, a private equity platform, or an internal management buyout. It also fits a business that has already received inbound interest and wants its numbers in order before entertaining a conversation. It is less useful for a business more than three years from any sale decision, since add-back documentation and working capital trends are most valuable when they cover the period a buyer will actually diligence, typically the trailing two to three years before close.

Common problems we fix

Owner compensation and personal expenses mixed into operating costs with no add-back schedule, so a buyer's team has to reconstruct normalized earnings themselves and discounts the number while they do it. One-time items, a lawsuit settlement, a bad debt write-off, a PPP loan forgiveness entry, sitting inside ordinary operating expense with no flag, understating the recurring earnings the deal is actually priced on. Customer concentration above roughly ten to fifteen percent of revenue with no context or mitigation plan, which buyers treat as a straightforward risk discount. Related-party leases or contracts priced off market rate with no disclosure, discovered mid-diligence instead of addressed up front.

Software and integrations

We work from whatever general ledger the business already runs on: QuickBooks Online, Xero, NetSuite or Sage Intacct. Add-back schedules and the working capital trend are built in Excel or Google Sheets so you and any advisor can open, audit and extend the file yourself. For businesses moving into a formal sale process, the finished schedules are formatted to drop directly into a virtual data room such as SecureDocs or Datasite alongside the rest of the diligence package your banker or M&A advisor assembles.

What it costs

Exit readiness is scoped as a project, priced against how many years of financials need review, how many add-backs and related-party items are involved, and whether prior-period bookkeeping needs a catch-up first. It is not part of a standard monthly bookkeeping tier. Current ranges and how a project like this is scoped are published on the pricing page, and your exact fee is confirmed in writing before work starts.

Timeline and onboarding

Twelve to twenty-four months ahead of a planned sale gives enough runway to correct a multi-year trend, retrain owner compensation onto a market-rate structure, or clean up a related-party arrangement before a buyer ever sees it. A shorter runway, six months or less, still returns value: the add-back documentation alone speeds up diligence and reduces the number of open questions a buyer's team brings back after their first pass, even when there is not enough time to fix every underlying pattern.

How we work

The process

  1. 1

    Financial intake

    We pull two to three years of financials, the current chart of accounts, and any existing add-back or management-adjusted EBITDA figures the business already tracks.

  2. 2

    Diligence checklist walkthrough

    We run the books against a standard buyer request list, flagging owner compensation, one-time items, related-party transactions and concentration risk line by line.

  3. 3

    Add-back and working capital schedule

    Every add-back is documented against its underlying transaction, and a trailing net working capital baseline is built for the period a closing peg would likely reference.

  4. 4

    Prioritized fix list

    Findings are ranked by how much each one is likely to move a buyer's number, separating must-fix items from ones worth disclosing but not chasing.

  5. 5

    Owner review and timeline

    We walk the list with you and agree which items get addressed now, which get disclosed proactively at listing, and which are left as-is given the runway available.

Exit readiness

Common problems we fix

  • Owner compensation and personal expenses mixed into operating costs with no add-back schedule
    We build a documented add-back schedule tied to each transaction, so normalized earnings can be verified rather than taken on your word.
  • One-time items sitting inside ordinary operating expense with no flag
    Legal settlements, write-offs and other non-recurring items are separated out and labeled, so recurring earnings are not understated.
  • Customer concentration with no context or mitigation plan
    We quantify concentration by customer and note contract length, renewal history and any diversification already under way.
  • Related-party leases or contracts priced off market rate
    Related-party terms are disclosed and compared against market rate, with a normalization adjustment where the gap is material.
  • Inconsistent revenue or expense recognition across the years a buyer will review
    We check recognition treatment year over year and flag any change, so it is explained proactively rather than discovered as a red flag.

Pricing

Exit readiness is scoped and priced as its own project, not bundled into a monthly bookkeeping tier, since the work depends on how many years of history and add-back items are involved. See the pricing page for how project work is scoped, and expect a written quote before anything starts.

See pricing

Exit readiness

Glossary

Normalized EBITDA
Earnings before interest, taxes, depreciation and amortization, adjusted for owner compensation above market rate and non-recurring items, used to value a business independent of how the current owner ran it.
Seller's Discretionary Earnings
A profitability measure common on smaller business sales that adds back a single owner's full compensation and benefits, not just the amount above market rate.
Working capital peg
The target level of net working capital, usually a trailing average, that a purchase agreement requires at closing, with a price adjustment if the actual figure differs.
Customer concentration
The share of revenue tied to a single customer or a small group of customers, treated by buyers as a risk factor above roughly ten to fifteen percent.

Questions

Frequently asked questions: Exit readiness

How far ahead of selling should we start this work?

Twelve to twenty-four months gives enough time to correct multi-year trends a buyer will scrutinize, such as owner compensation structure or a related-party lease. A shorter runway still helps: documented add-backs speed up diligence even when there is no time to fix the underlying pattern.

What is the difference between EBITDA and Seller's Discretionary Earnings?

EBITDA adds back interest, tax, depreciation and amortization plus owner compensation above market rate. Seller's Discretionary Earnings, more common on smaller deals, adds back the owner's entire compensation and benefits, since a single-owner business is often valued on what it can pay one operator, not a market-rate executive.

What is the single most common issue you find in this kind of review?

Owner-related add-backs and one-off items with no documentation behind them. An undocumented add-back does not just get rejected on its own, it invites a buyer's team to question every other adjustment on the schedule too.

Does this replace hiring an investment bank or M&A advisor?

No. We prepare the financial side of the business for scrutiny: the normalized numbers, the schedules, the working capital trend. A banker or advisor runs the actual sale process, buyer outreach and negotiation, and typically brings in this kind of clean file rather than starting from raw books.

Will this increase our sale price?

Clean, well-documented financials reduce the chance a buyer discounts the price for diligence risk or renegotiates late once their own quality of earnings review turns something up. We cannot promise a specific price outcome, since that also depends on market conditions and buyer competition.

How is this different from a full quality of earnings report a buyer commissions?

A buyer's quality of earnings firm runs an independent review after you are already under a letter of intent, on their timeline. This work runs the same type of analysis earlier and from your side of the table, so fewer surprises turn up once their review starts.

What does exit readiness actually include, month to month?

This is a project engagement, not a recurring monthly service. It covers a pre-diligence review against a standard buyer request list, a documented add-back and working capital schedule, and a prioritized fix list, delivered on a timeline agreed up front rather than a recurring monthly cadence.

Do you handle the data room once we go to market?

We format the schedules we build to drop into a virtual data room such as SecureDocs or Datasite, and can support the finance side of populating it. Running the data room and managing buyer access sits with your M&A advisor or legal counsel.

How far ahead of a sale should we start exit readiness work?

Twelve to twenty-four months gives enough time to clean up trends a buyer will look at, though a shorter runway is still worth the review.

What is the single most common issue you find?

Owner-related add-backs and one-off items that are not clearly documented, which slows down diligence and invites buyers to question every adjustment.

How do we get started with exit readiness?

Getting started with exit readiness begins with a short review of your current records and software access. Once that is done we confirm scope and timing in writing, and ongoing work begins on the schedule agreed with you.

Related services

Industries

Related guides

All services in Virtual CFO and advisory

Sources

  1. [1]IRS, How long should I keep records, September 2026
  2. [2]SBA, Close or sell your business, September 2026
  3. [3]QuickBooks Online product documentation, September 2026
  4. [4]NetSuite product documentation, September 2026

Next step

Talk to the team that would run your books

A short call covers your setup, your software and what a first month would look like. You get a written scope and price after it.

Need this in writing? Download a one to two page scope sheet for Exit readiness: what is included, the process, and where pricing lives.

Download the scope sheet