The exit plan every owner should have — even if you're not selling yet.
The smartest move in business isn't growth. It's building the exit before you need it. Owners who get top dollar didn't get lucky — they had clean books for thirty-six months before the sale. The rest waited until the buyer asked.
By Michael Steinberg · CEO, Hedgestone · 2026
01 · Why this matters now
The exit is built thirty-six months early — or it's left on the table.
I've sold over a hundred businesses. The owners who walked away with the most weren't the smartest or the luckiest. They were the ones whose financials told a clean story the day the buyer asked.
You should always know your numbers. Every single month. Use your CPA as a tool — not as a referee that shows up once a year to tell you what already happened.
From the Hedgestone playbook · Mike Steinberg
A buyer's CPA does not care what the business did this quarter. They care what it has done for the last three years, and whether your books can prove it. Three clean years of revenue, expenses, and documented add-backs is what justifies a multiple. Three messy years of "trust me" is what kills a deal at the eleventh hour — or shaves twenty percent off the price before the buyer even reads the LOI.
This playbook is the one I give to every owner the first time we talk. It does not assume you are selling tomorrow. It assumes you might sell in two or three or five years, and that you want the option to sell at full price when you decide to take it.
02 · Know your numbers every month
Monthly review, not annual scramble.
Most owners can quote revenue. Fewer can quote gross profit. Almost none can quote operating expenses line by line. That's the gap between a business that sells and one that doesn't.
The minimum monthly cadence: on the tenth of every month, sit down with last month's P&L. Twenty minutes. You're looking at three things — did revenue land where I expected, did cost of goods stay in range, did any operating expense line move more than ten percent. That's the review. If a line moved, you ask why before the answer gets stale.
Use your CPA as a tool. Your CPA is not the person who reviews your numbers — you are. Your CPA is the person who closes the books cleanly, files the returns, and answers the technical questions when you have them. If your CPA is the only one who knows your numbers, you don't own your business. They do.
The discipline test: can you, right now, without opening a spreadsheet, quote last month's revenue, gross profit, total payroll, and net income? If not — the rest of this playbook is the syllabus.
03 · Revenue
The only number most owners can quote.
Necessary. Not sufficient. What buyers look at after revenue is where the deal actually gets priced.
Every owner knows their top line. That's the easy one. The harder questions a buyer's CPA will ask before they get to the bottom line:
Concentration — what percent of revenue comes from your top five customers? Above 40% and the multiple compresses.
Recurring vs. transactional — contracted MRR trades at a different multiple than one-time revenue. Even a small recurring base re-rates the business.
Trend — three years flat is a different business than three years growing 12%. Same revenue, different price.
Seasonality — what does your worst quarter look like? Buyers underwrite the trough, not the peak.
Channel mix — referral vs. ads vs. organic vs. enterprise. Channel concentration is risk; channel diversity is durability.
Know these five numbers about your revenue, every month, the same way you know the top-line number. They are what turn a revenue number into a story.
04 · Cost of goods → Gross profit
Revenue minus cost of goods is the real top line.
Every business has cost of goods. Restaurants, retail, service, manufacturing — the labels change, the math doesn't. If you don't know your COGS, you don't know your gross profit. And gross profit is the number that funds everything else.
You got to understand what your gross profit is, no matter what business you're in. Your revenue minus your cost of goods is your gross profit. That's the number that has to fund everything else — your rent, your payroll, your taxes, you.
Mike on the line owners skip
A few benchmarks to anchor where yours should land:
Restaurant
~65%
healthy gross profit margin
Retail
35–55%
depending on category
Service biz
60–80%
labor-heavy ones lower
If your gross profit is below the band for your category, the problem is usually pricing or sourcing, not operations. Owners spend years trying to cut operating expenses to fix a margin problem that lives upstream. A 3-point improvement in gross profit is worth more than every operating expense you'll cut in a year.
05 · The full operating-expense ledger
Eleven lines every owner should be able to quote.
If your P&L blends two or more of these into "other" — that's the conversation. Buyers don't underwrite to "other." They underwrite to what they can name.
The biggest expense in business — other than taxes — is payroll. If you don't know what your payroll is as a percent of revenue this month and last month and the same month last year, you don't know your business yet.
Mike on the line that decides everything
01
Payroll
biggest
The biggest operating expense in nearly every SMB after taxes. Track it three ways: total dollars, percent of revenue, and dollars per employee. The percent-of-revenue number is what a buyer benchmarks against the industry. If you don't know your payroll is 32% of revenue this month and 29% the same month last year, you don't know your business yet.
02
Rent
Including CAM, taxes, and any escalators that hit this year. Pull the lease and re-read it once a year — most owners forget what their escalator clause says until the renewal letter arrives. If you own the real estate, normalize to fair-market rent when calculating the business's true profitability — you'd pay rent to anyone else who owned that building.
03
Utilities — electric, water, gas
Pull twenty-four months of statements at least once a year. Seasonality matters — a Northeast business spikes Nov–Mar; a Florida business spikes Jun–Aug. If your utility line is flat across seasons, your books are wrong or someone is netting expenses against something they shouldn't be.
04
Insurance
General liability, property, workers' comp, business interruption, garage-keepers (if you touch customer cars), cyber if you hold customer data. Re-shop every two years even if you like your broker. Carriers reprice; loyalty is not rewarded.
05
Credit-card processing fees
hidden
The line owners chronically underestimate. 2.5–3.5% of card volume in most categories. On a $2M business doing 70% on cards, that's $35K–$50K a year. Re-shop your processor every year. If you've never had a side-by-side quote, you are overpaying.
06
POS & systems fees
POS subscription, online ordering, scheduling, payroll software, accounting software, CRM, email, file storage. Audit this list every six months — most businesses have at least one tool they pay for and nobody uses. Cancel it.
07
Maintenance & repairs
HVAC, equipment, signage, plumbing, electrical. If this line is under 1% of revenue you're probably deferring maintenance — which a buyer will discover and price in. Better to spend the money than to defer it into the diligence period.
08
Water & sewer
Separate accounts in most municipalities. Pull both bills. Often understated by 30–50% in seller P&Ls because the owner pays it personally and forgets to add it back in.
09
Garbage & recycling
Re-shop annually. Commercial waste hauling has very wide variance — three quotes will save you $1,500–$5,000 a year in most cases. Same for grease trap service if you're in food.
10
Exterminating & cleaning
Recurring pest service, janitorial, window cleaning, parking-lot maintenance. Small lines individually; meaningful in aggregate. A buyer will ask whether contracts are transferable — make sure they are.
11
Internet, phone, telecom
Business internet, phone lines, mobile fleet if applicable. The cheapest line to re-shop — providers will match competitor pricing if you ask. The single phone call that pays for itself most often.
The discipline: at month-end, you have a number for every one of these eleven lines. If "other" or "miscellaneous" is more than 3% of total operating expenses, your books need a category, not a bigger explanation.
06 · Taxes — the silent killer
The single largest expense in most businesses.
More than payroll. More than rent. More than COGS in many categories. And the one most owners give the least attention to until the return is due.
Taxes are the biggest expense in business. How do you mitigate them? How do you come up with the right add-backs? How do you really showcase your add-backs when you're selling? That's where the leverage is.
Mike on the line owners flinch from
Tax mitigation is not the same as tax avoidance. Mitigation is using the structures the code already gives you. A short list of conversations to have with your CPA before year-end, not after:
Entity selection — S-corp vs. C-corp vs. LLC partnership. The wrong entity costs five-figure money every year and most owners chose theirs once and never revisited.
Reasonable compensation — if you're an S-corp owner, the W-2 you pay yourself drives both your payroll tax and your distribution treatment. Too low triggers IRS scrutiny; too high overpays payroll tax. Get the number right.
Retirement vehicles — Solo 401(k), SEP-IRA, Defined Benefit Plan. A profitable owner in their 50s can shelter $200K+ a year legally. Most don't.
Depreciation timing — Section 179, bonus depreciation, cost segregation studies on owned real estate. The right depreciation strategy in a high-income year can move six figures of tax.
Augusta rule — rent your personal home to your business for up to 14 days a year, tax-free. If you host meetings or retreats, document it.
Accountable-plan reimbursements — the right way to push personal-mixed expenses (home office, vehicle, phone) through the business.
Not tax advice — every one of these has rules. The point isn't to DIY them. The point is to know they exist, so the next time you sit with your CPA you're asking the right questions instead of waiting for them to volunteer information.
07 · Add-backs — the seller's leverage
The single biggest lever on what your business sells for.
An add-back is an expense in your book P&L that a new owner wouldn't incur. Identifying them — and documenting them — is what bridges your "tax-return profit" to the "real profit" a buyer underwrites and pays a multiple on.
Here's the move. Your book P&L — the one your CPA files with the IRS — is built to minimize reported profit. That saves you tax. But when you go to sell, that same book P&L makes the business look smaller than it is. The Bridge P&L reconciles the two. Every add-back gets a line, a dollar amount, and a documentation source the buyer's CPA can verify.
Same business, two different numbers.
A real example, anonymized. Service business doing $1.2M revenue. Book P&L shows $200K net income — looks like a $600K–$1M business at a 3–5× multiple.
Family health insurance run through business$28,000
Owner phone & travel personal portion$8,000
One-time legal settlement (2024)$22,000
Discontinued product line wind-down costs$18,000
Adjusted SDE (what a buyer underwrites)$340,000
Same business. At a 4× multiple, the difference is $800K versus $1.36M — a $560K swing that lives entirely in the bridge. The add-backs were always real. The owner just never wrote them down.
The rule: every add-back needs a document. An invoice, a W-2, a lease, a settlement agreement. Not a verbal. Not a sticky note. A document. Six well-documented add-backs beat fifteen questionable ones. If you can't defend it to the buyer's CPA in a 30-minute call without flinching — leave it off.
08 · Personal add-backs — the ones owners forget
Track them every month — not the month before you sell.
The dollars you run through the business that a new owner wouldn't. If you wait until you're listing to reconstruct them, half of them disappear. Track them as they happen.
The personal add-backs are where most of the money lives. They're also where most owners leave money on the table — not because the add-backs aren't legitimate, but because three or four years of receipts get lost between "running the business" and "selling the business." Build the habit now.
01
Owner W-2 above market
biggest
Usually the largest single add-back. If you pay yourself $120K and a hired general manager doing your job would cost $70K, the $50K delta is an add-back. Document it with your W-2 plus a salary benchmark for your role (Indeed, BLS, or a recruiter quote in your market). Only the delta — not the full W-2.
02
Vehicle — lease, gas, insurance, repairs
add
The car payment, the gas card, the insurance premium, the maintenance, the registration. If the vehicle is in the business's name and you'd buy a personal car if you sold, this is an add-back. Keep the lease and 12 months of statements.
03
Health insurance — owner + family
add
Your premium, your spouse's, your kids'. If the business pays it and a new owner-operator would be on their own plan, this is an add-back. Keep the carrier statements.
04
Phone & personal tech
add
Your cell phone, your spouse's if it's on the business plan, the iPad you use at home. Small line by itself. Adds up over twelve months.
05
Family on payroll above market wage
add
Common: a spouse on the books for $45K who does 5 hours a week of bookkeeping. Add back the portion above what you'd pay a real bookkeeper for the same hours. Only the delta — the legitimate market wage stays in.
06
One-time legal, settlement, COVID
add
Lawsuit settlements, one-time legal fees, COVID-era losses, the lawyer bill for the lease re-negotiation. Non-recurring expenses that hit the P&L once and won't repeat. Keep the underlying invoice or agreement.
07
Personal travel & meals run through the business
add
The conferences that were half-vacation. The client lunches that were mostly family. Add back the personal portion only — and only with a receipt and a one-line note on why it's personal. The legitimate business portion stays in.
08
Retirement contributions (owner only)
add
Your Solo 401(k) or SEP contribution is technically an owner benefit, not an operating cost. Add it back. Employee retirement contributions stay in — those are real ongoing expenses.
Conservatism rule: if you wouldn't say it out loud to the buyer's CPA across a conference-room table — don't put it on the bridge. A clean six-line bridge sells the business. A fifteen-line bridge with three sketchy ones sinks the whole thing.
09 · What to start doing — this month
Three habits. Thirty minutes a month.
You don't have to fix three years of books overnight. You have to start tracking forward from this month, so the next twelve are clean even if the last twelve weren't.
The 10th-of-the-month review. Twenty minutes with last month's P&L. Did revenue land? Did COGS stay in range? Did any operating expense line move more than 10%? Write down anything that moved.
The personal add-back log. A single spreadsheet or a folder in your accounting software. Every personal expense that hits the business gets logged the day it happens — date, amount, vendor, why it's personal. Twelve months from now you have a defensible add-back schedule instead of a memory.
The quarterly CPA conversation. Not just at year-end. Quarterly — 30 minutes. "Here's where revenue is. Here's where we'll land for the year. What do we do between now and year-end to reduce the tax bill legitimately?" That conversation, four times a year, will save more money than every operating-expense cut combined.
If you do nothing else, do the log.
The single highest-leverage thing in this entire playbook is starting a personal add-back log today. Not when you decide to sell. Not at year-end. Today. The log is what turns a future bridge P&L from a memory exercise into a documentation exercise — and documentation is what survives the buyer's CPA.
Owners who track personal add-backs in real time sell their businesses for 20–40% more than owners who try to reconstruct them at exit. That's the entire game, in one habit.
10 · The next playbook — Bridge P&L
DM me EXIT — I'll send you the Bridge P&L worksheet.
The same one we use on every Hedgestone listing. Fill-in-the-blank: as-reported column, add-back column, adjusted SDE column. Plus the documentation checklist for each line. Free, no list-rental, no funnel.
Got it.
I'll send the Bridge P&L worksheet within 24 hours. If you said you're ready to sell, expect a call. — Michael
I've sold over a hundred businesses in the last four years. The owners who got the most for theirs didn't have better businesses — they had cleaner books, documented add-backs, and a CPA who already knew the story. This playbook is the syllabus. The Bridge P&L worksheet is the homework. If you've got a business and you're somewhere on the spectrum between "not selling" and "ready" — start now. You don't have to be selling to behave like you are.