Michael Levison

When buyers say a business “depends too much on the owner,” they aren’t questioning work ethic—they’re identifying risk, and risk erodes value. No matter how strong the numbers look, a company that can’t function smoothly without the owner at the center will struggle to attract serious buyers or command a premium price. Why Owner Dependency Kills Value In most purchase transactions, buyers primarily evaluate two things: profitability and transferability. Profitability tells them how much the business earns today. Transferability tells them whether those earnings will continue after the owner steps away. A company whose revenue, relationships, and decisions all flow through one individual has weak transferability. Buyers worry that when the owner exits, customers may leave, employees may lose direction, and the company’s rhythm may falter. That uncertainty usually translates to fewer bidders, longer negotiations, and lower valuations. We offer a free tool that we offer, called the Value Builder Score (VBS),  helps identify the most common value gaps we see in owner-led businesses. Owners who built their companies from the ground up often become the hub of every wheel—sales, pricing, operations, even HR. It’s understandable, but it’s not sustainable.  To get your company’s VBS, click here. The Financial and Deal Impact Dependency issues almost always surface during diligence. Sophisticated buyers notice immediately when the owner controls key accounts, personally closes deals, or signs every check. More often than not, this will result  in more contingencies, longer transition periods, and performance-based earnouts instead of clean cash closings.  Buyers know they’ll need to hire or develop new leadership, document systems, and invest time in stabilizing relationships—all costs that get factored into their offer. Reducing Owner Dependency 1. Document and DelegateStart by getting what’s in your head onto paper—or into systems. Document core processes: sales steps, client onboarding, service delivery, reporting. Then assign ownership. Empower trusted team members to make decisions, even small ones. The best test of independence is whether the business can run smoothly when you take a week off. 2. Build Structural IndependenceInstall systems that institutionalize best practices. CRMs, project management tools, good training and consistent reporting all help ensure visibility without micromanagement. Formalize roles, create standard operating procedures, and build a cadence of team accountability meetings. The goal is not to make yourself unnecessary overnight, but to make yourself optional in day-to-day execution. 3. Transfer Relationship OwnershipBuyers pay premiums for businesses with diversified customer and supplier relationships. Begin transitioning key accounts to other leaders. Introduce senior staff to your most important clients and vendors. Build team-based relationships so loyalty transfers to the company, not just the founder. 4. Strengthen the Second Layer of LeadershipThe presence of a capable management team reassures buyers that the business has continuity. Invest in developing mid-level managers who can think strategically and execute operationally. Even small companies can benefit from a “shadow leadership” approach, where rising team members participate in higher-level discussions and decision-making. Reducing owner dependency doesn’t just make your business more sellable—it makes it stronger today. When processes, relationships, and decisions are distributed, performance improves, stress declines, and enterprise value grows. The first step is understanding where you stand take the Value Builder Score Survey.  The resulting report provides a clear, data-backed assessment of your company’s dependency risks and practical steps to increase transferable value as well as providing insights into how your business compares to other similar companies. Schedule a confidential consultation to see how your business scores—and what you can do now to build a company that runs without you.

I’ve seen more than one deal nearly fall apart when the buyer’s SBA lender started asking tough questions late in the process. Sellers who thought they were weeks away from closing suddenly faced landlord disputes, paperwork delays, or rigid SBA rules they’d never heard of. If you’re selling your business, understanding how SBA financing works can save you from those surprises. Before you decide whether to accept an offer from an SBA-financed buyer, it’s important to understand both the upside and the potential pitfalls. Advantages of Selling to an SBA-Financed Buyer A Larger Pool of Buyers Many individuals and first-time entrepreneurs rely on SBA loans because they don’t have the personal capital or institutional backing to pay cash. Accepting SBA-financed buyers increases the pool of potential acquirers, which can mean stronger demand for your business. More Cash at Closing Unlike pure seller financing arrangements, SBA loans allow you to receive most — if not all — of the purchase price in cash at closing. This reduces your exposure to collection risk and accelerates your payday. Government-Backed Stability Because the loan is partially guaranteed by the SBA, lenders are more comfortable extending credit. This backing gives buyers confidence and can lead to more secure closings compared to deals with weaker financing sources. Motivated Buyers The SBA loan process is not for the faint of heart. Buyers who commit to it are often highly motivated and willing to endure the paperwork, personal guarantees, and waiting periods. That motivation can translate into a serious, qualified buyer for your business. Disadvantages of Selling to an SBA-Financed Buyer Longer Timelines and Deal Risk SBA loans involve multiple layers of approval — bank underwriting, SBA guidelines, and often third-party reviews. This can add weeks or months to the process. Deals sometimes collapse late in diligence if the loan is denied, leaving the seller with wasted time and no closing. Heavy Documentation Burden Lenders will scrutinize financial statements, tax returns, contracts, and other records in extreme detail. If your books are disorganized or incomplete, expect delays. For sellers, this means you must be prepared to deliver lender-ready documentation upfront. Lease Subordination Requirement SBA lenders often require landlords to sign a lease subordination agreement, acknowledging the lender’s lien has priority over the lease. Many landlords — especially those with their own mortgage lenders — resist this. If not addressed early, it can kill a deal. Lease Term Modification In addition to requiring subordination, SBA lenders often insist that the lease on your facility be extended to match the full term of the loan — sometimes 10 years or more. This can be a major stumbling block if your landlord is unwilling to commit to such a long extension, or if you as the seller know the business won’t need that location long-term. Negotiating this requirement early is critical, as it has derailed many otherwise solid deals. Seller Note Subordination If a portion of the deal includes seller financing, the SBA requires that note to be subordinate to the bank’s loan.  Certain types of Seller notes prohibit principal or interest payments until after the loan is paid off.  This limits deal flexibility and can affect the seller’s ability to negotiate favorable repayment terms. Limits on Seller Transition Under SBA rules, the seller cannot remain as an employee of the business for more than 12 months post-sale. This restriction makes longer transition periods — sometimes essential in owner-dependent businesses — impossible under SBA financing. 100% Sale Requirement SBA financing generally requires a complete change of ownership. Sellers cannot retain equity in the company as part of a phased buyout or minority rollover. If your exit strategy involves retaining a stake or transitioning out gradually, SBA financing will not allow it. How Sellers Can Improve Their Odds of a Successful SBA Deal Prepare Clean Financials Ensure your tax returns, P&Ls, and balance sheets are consistent and accurate. Work with your CPA or advisor to resolve discrepancies before going to market. Address Lease Issues Early Talk with your landlord well before a deal is underway. If they’re unwilling to sign a subordination agreement, you’ll want to know that before wasting time with an SBA buyer. Standardize Key Contracts SBA lenders review customer, vendor, and franchise agreements closely. If your contracts are inconsistent, expired, or informal (“handshake deals”), that can spook a lender. Before you sell, update and standardize critical contracts so they’re lender-ready. Clean Up Compliance & Licensing The SBA requires proof that the business is operating legally and with all required licenses. Even small gaps — an expired occupational license, outdated insurance certificate, or missing environmental permit — can delay approval. Doing a compliance checkup in advance avoids last-minute surprises. Organize Corporate Records Buyers and lenders both need to see clear ownership documentation, meeting minutes (if applicable), and evidence that the company is in good standing. Having your corporate books tidy helps the lender move faster and signals professionalism. SBA financing is a double-edged sword for sellers. On the one hand, it brings more buyers to the table and increases the likelihood of receiving cash at closing. On the other, it introduces longer timelines, stricter requirements, and rigid rules that limit flexibility in how a deal is structured. If you’re considering selling your business, don’t dismiss SBA-financed buyers — but go in with your eyes open. Preparation, clean records, and experienced guidance can turn SBA financing from a roadblock into a reliable path to closing. For more insight into the steps you should be taking now to help ensure a successful exit down the road, feel free to schedule a brief call with me using this link: https://calendly.com/mikelevison

When it comes time to sell your business, one of the most important decisions you’ll face is how the deal is structured and one of the most important issues are the impact to your net proceeds between a stock sale and an asset sale.  At first glance, this might feel like legal or accounting jargon, but the choice can have a huge impact. Understanding the differences will help you enter negotiations prepared and avoid surprises down the road. What’s the Difference? In plain terms, the difference comes down to what the buyer is actually purchasing: Think of it like this: Pros and Cons for Sellers Here’s a quick comparison of how the two approaches typically play out from a seller’s perspective: Factor Asset Sale Stock Sale Liabilities Seller often retains liabilities unless specifically assumed by buyer. Buyer takes over all liabilities of the business. Taxes Portions of the sale may be taxed as ordinary income (e.g., depreciation recapture), which can increase tax burden. Generally taxed at long-term capital gains rates, often more favorable. Simplicity Requires re-titling of assets, assigning contracts, and transferring licenses. Cleaner and often simpler; ownership transfers in one step. Buyer Appeal Buyers prefer asset sales (clean slate, can pick and choose what to take). Less attractive to buyers; they assume risks and liabilities. Seller’s Net Proceeds Often lower due to tax treatment. Usually higher after taxes. Tax Implications at a Glance For most business owners, the tax consequences are the biggest difference between an asset sale and a stock sale. You don’t need to be a tax expert to understand this issue can significantly change what ends up in your pocket after the sale. A Simple Example Assume you sell your business for $5 million. Big difference!! Why Buyers Prefer Asset Deals If stock sales are usually better for sellers, why do so many deals end up as asset sales? The short answer: buyers have the upper hand in preferences and here is why: Key Takeaways Every business is different. Factors like your corporate structure (C-Corp vs. S-Corp vs. LLC), your industry, and the specific buyer’s goals all play into the final outcome. If you’re considering selling, let’s talk about whether an asset sale or stock sale makes the most sense for your situation. Contact us today to schedule a confidential discussion.

If you’re like most business owners, you’ve spent years sweating over growth, margins, and customers—but probably not over working capital adjustments. And why would you? The phrase alone sounds like something only your accountant should worry about. Yet, when it comes time to sell your business, this little clause in the purchase agreement can mean hundreds of thousands—or even millions—swept off the closing check. I’ve seen it time and again: owners focus on the headline multiple and walk into due diligence only to discover that the real battleground is buried in the fine print. Let’s unpack how this works, why it catches so many sellers off guard, and what you can do to protect yourself. What Is a Working Capital Adjustment? In plain English, working capital is your short-term financial plumbing: receivables, payables, and inventory. Buyers expect that when they purchase your business, it will come with enough “plumbing” to keep water flowing on day one. When you sell your business “cash-free, debt-free,” that doesn’t mean you get to scoop up all the receivables and inventory on your way out the door. Buyers want a normal level of working capital delivered with the business. This is often referred to as the working capital peg.  The peg is essentially a target: the agreed-upon amount of working capital that will be in the business at closing. If actual working capital falls short of the peg, the purchase price gets reduced. If it’s higher, you may actually pocket a little more (though in practice, buyers structure things conservatively to avoid paying extra). Most owners don’t fully understand this concept until late in diligence. And by then, their leverage is shrinking. A common reaction is…“Wait a minute—I’ve already collected my receivables before closing. Why am I getting dinged for not leaving more working capital behind?” From the seller’s point of view, it feels like paying twice. From the buyer’s standpoint, it’s simply ensuring they don’t have to inject more cash on day one. Cash accounting adds fuel to the fire. Because revenues and expenses are recorded when money changes hands—not when they’re earned or incurred—cash-basis statements often disguise timing mismatches. That makes it harder to see the true level of working capital, which leads to bigger surprises when the buyer’s accountants “normalize” the numbers. How the Peg Gets Calculated Most deals set the peg using a trailing twelve-month average of working capital. Simple enough on paper, but messy in practice. Seasonal businesses (retail, agriculture, HVAC contractors) often get tripped up because the peg doesn’t reflect the ebb and flow of busy versus slow months.  High-growth companies can be penalized when historical averages don’t keep pace with today’s higher requirements.  Distribution and project-based businesses tend to have lumpier inventory or receivables, which make defining “normal” even more contentious. Buyers, of course, prefer conservative assumptions—because it protects them. Sellers often feel squeezed because the formula doesn’t reflect the actual rhythm of the business. The Real Impact on Value Let’s take a look at how this might play out.   Suppose you’ve agreed to sell your company for $20 million. You assume you’ll walk away with, well, $20 million. But the purchase agreement sets a $3 million peg. At closing, actual working capital comes in at $2 million. Suddenly, you’re looking at $19 million instead of $20 million. One million dollars evaporates—not because of EBITDA, not because of the multiple, but because of the mechanics. For many business owners, that could be the equivalent of years of distributions gone in a blink. And remember: buyers don’t see this as a “takeaway.” They see it as protecting themselves from having to inject liquidity immediately after the deal. How to Get Ahead of It A little foresight saves a lot of headache.  Work with your advisor to form a view on the issue early. Don’t wait until the purchase agreement. A good advisor should be able to help you with all of these things. Working capital adjustments rarely make the headlines of a deal. But for the business owner about to sell a business, they can have an outsized effect on the final check you take home. Prepare, plan, and get expert help. Whether you call it business consulting services or seasoned deal-making, this is one of those times when professional guidance pays for itself.

When it comes time to sell your business, there’s one detail that can quietly sabotage the deal—or at least the price you hoped to get. It’s not your revenue. It’s not your growth story. It’s your accounting method.Many small and medium-sized business owners manage their financials using the cash method of accounting. It’s simple, intuitive, and easier to manage for tax purposes. But when it comes to selling the business—and getting top dollar—the cash method can create challenges, because it often fails to reflect the economic reality of your business. Cash vs. Accrual: A Quick RefresherHere’s the core difference: At first glance, the difference may seem academic. But when a buyer evaluates your company, they’re not just looking at your bank balance. They’re trying to understand how your business actually performs over time and that’s where cash accounting can create distortions.As an example, I once worked with a professional services firm doing $3.8 million in annual revenue. On paper, their cash-based financials showed strong profits—especially in Q2 and Q4. But when the buyer’s CPA dug into the details, they discovered the company was pre-billing clients for future work (and recognizing it as revenue) and but delaying payment to contractors until later period when the work was actually done. The result was that profits were artificially boosted in some periods and depressed in others. After restating the financials on an accrual basis, EBITDA came in 18% lower than originally presented. The buyer adjusted their offer downward—and restructured it to include an earnout. The deal eventually closed, but the seller left money on the table and endured months of renegotiation and risk. Why the Timing Mismatch Matters Cash accounting does not always conform to one of the most basic principles of financial reporting: matching revenues with the expenses that generated them. Here’s how this mismatch can play out: These mismatches can make your company appear erratic or unpredictable to a potential buyer, even if your operations are steady. Impact on Business Valuation Buyers typically value businesses based on metrics like EBITDA (or Seller Discretionary Earnings), revenue trends, and working capital. These indicators are highly dependent on timing. When your financials are prepared on a cash basis: If you don’t address these issues up front, it is likely that the buyers will. A cash-accounting business will often necessitate a formal QoE study—either commissioned by the seller to preempt buyer concerns, or by the buyer as a condition of proceeding. That delays the process, increases transaction costs, and heightens the risk that the deal falls apart during diligence. The bottom line….cash accounting muddies the waters. Accrual accounting brings clarity—and with it, buyer confidence. What Buyers Want (and Expect) Serious buyers—particularly private equity groups or strategic acquirers—expect accrual-based financials. It’s the standard in due diligence. If you’re operating on a cash basis, you should anticipate: An experienced business broker or advisor can help you navigate this process—but they can’t change the underlying reality of your numbers. Making the Transition If your business currently uses cash accounting, shifting to accrual doesn’t have to be overwhelming—but it does require planning and the knowledge of a good CPA. The first step is to identify key accrual elements such as accounts receivable, accounts payable, deferred revenue, and prepaid expenses. From there, you’ll want to generate accrual-adjusted financial statements for at least the past two to three years. It may also be helpful to invest in accounting software that supports accrual tracking if you don’t already use one. Finally, consider whether a sell-side quality of earnings report makes sense as part of your preparation—it can strengthen buyer confidence, streamline diligence, and put you in control of the narrative. Getting these pieces in place early will save time, reduce surprises, and help you present a clear, credible financial story when it matters most.

When a business changes hands, contracts don’t automatically come along for the ride. For owners planning an exit, overlooking this reality can derail a deal—or significantly diminish its value. As an example, the owner of a Southeastern packaging company that I know lost a $4.8 million sale after its largest customer—accounting for 38% of annual revenue—refused to consent to a contract assignment. The buyer walked. Six months later, the business finally sold for $3.9 million to a different buyer under less favorable terms. The seller called it a “million-dollar lesson in fine print.” This situation isn’t rare. Many small and mid-sized business owners are unaware that contracts—leases, service agreements, supplier deals, IP licenses, and even customer relationships—may not transfer to a buyer without explicit consent. And if you’re selling the business via an asset sale, as most small businesses do, the risk is even higher. Why Contracts Don’t Automatically Transfer There are two primary ways to sell a business: an asset sale or a stock (or equity) sale.  The Legal Language That Matters At the heart of the issue are two types of provisions: 1. Assignment Clauses: These determine whether a contract can be transferred. Many contracts prohibit assignment without written consent. Some are silent, but even then, courts in many states may still require consent for contracts involving personal services or unique performance. 2. Change-of-Control Clauses: Even in a stock sale, some contracts treat a change in ownership as grounds to terminate the agreement unless prior approval is obtained. Facility leases can be particularly problematic.  A restaurant group that I know of attempted to sell two locations as part of a broader exit strategy. The buyer loved the numbers—but balked after seeing that both leases required landlord approval for any assignment. One landlord approved; the other did not. The buyer demanded a $200,000 discount, citing the risk of losing the site. The seller, cornered by timing, accepted. Action Plan: How Owners Can Prepare Most of the risk around contract transferability can be mitigated—if addressed early. Here are some steps you can take: In the sale of a business, every contract is a potential asset—or liability. By proactively reviewing and managing your agreements, you’re not just making your business more attractive to buyers—you’re preserving its value. Ignore this, and you might end up negotiating with your landlord, lawyer, and largest customer at the 11th hour. Handle it early, and your contracts will work for you, not against you.