One question decides everything
With a short runway, every candidate change should be run through the same test: does a buyer see this, and does it change what they will pay or whether they will proceed? Most improvement projects fail that test, and the ones that fail it are worse than doing nothing, because they consume attention you need elsewhere.
| Change | Buyer sees it? | Worth doing in 90 days? |
|---|---|---|
| Documenting add-backs | Yes, immediately | Yes — highest return available |
| Cleaning the financials | Yes | Yes |
| Lien and IP housekeeping | In diligence | Yes — stops closings otherwise |
| Lease renewal or extension | Yes | Yes, if it expires soon |
| Tidying the premises | Yes, on the visit | Yes — cheap and it signals care |
| A new marketing campaign | Not in the numbers yet | No |
| New product launch | As cost, not revenue | No |
| Hiring a manager | As cost | Rarely — needs a year to count |
| Renegotiating supplier terms | Marginally | Only if it is quick |
| A system migration | As disruption | No, and it is a genuine risk |
In the last ninety days, presentation changes are worth more than performance changes — because performance changes will not appear in the numbers a buyer examines.
The five that still pay
1. Document the add-backs
The highest-return work available in a short window. Every adjustment you claim needs support — an invoice, a payroll record, a mileage log, a compensation study. An add-back you can document survives; one you assert does not, and at a three-and-a-half times multiple every $10,000 struck costs $35,000 of price.
2. Make the financials reconcile
Management figures that do not tie to filed tax returns cause a buyer to distrust both. If there is a legitimate reason for the difference, write it down in advance rather than being asked. Consistency across every document you hand over matters more than any individual number.
3. Fix the housekeeping that stops closings
Stale lien filings, a domain in a former developer's name, a trademark on a dissolved entity, missing corporate consents, a contractor with no IP assignment. None of these affect what the business is worth. All of them can delay or end a transaction, and each is resolvable in weeks if started now.
4. Secure the lease
For a location-dependent business, a lease expiring shortly after closing hands the landlord leverage over your buyer, and they will price it. Extending or securing a renewal option is often the single largest value item available in ninety days.
5. Clean the physical business
Cheap, fast, and it works. Buyers visit, and a tidy, maintained, well-organised operation signals competence in everything they cannot see. Deferred maintenance that is visible gets priced twice — once as a cost and once as a doubt.
01Related toolTax Return AnalyzerBuild the add-back bridge with support behind each line.→The changes that actively hurt
- Cutting marketing to lift short-term profit. A buyer normalising your numbers sees a cut with no revenue effect yet, assumes the revenue effect is coming, and discounts for it. You have bought one quarter of margin and sold a year of trend.
- Deferring maintenance. It shows on the equipment and in the capital expenditure history, and a buyer prices the catch-up cost — usually higher than you saved.
- Chasing revenue at any margin. Unprofitable sales get stripped out in normalisation, and their presence raises a question about the rest.
- Delaying supplier payments. It flatters cash for a month and appears immediately in the working capital adjustment, which reduces your proceeds dollar for dollar.
- Starting a system migration. The disruption is visible, the benefit is not, and a half-completed migration during diligence is a genuine risk to the deal.
- Letting staff go to reduce cost. It signals distress, and losing someone the buyer wanted to retain can end a transaction outright.
Several of these move cash from working capital to profit, and the working capital adjustment then takes it straight back at closing. Slow-paying suppliers, running down inventory and pushing collections all reduce delivered working capital, and if the target is set from a trailing average, you pay for it dollar for dollar. The gain is illusory and the effort is not.
A ninety-day triage
If the list is longer than the time available — and it will be — work it in this order.
Assemble and reconcile
Three years plus TTM, tied to returns. Every add-back listed with the document that supports it. This alone is worth more than everything below it.
Run your own diligence
UCC lien search, WHOIS on the domain, USPTO on the marks, read the lease assignment clause, list every contract needing consent. Findings become your task list.
Fix what is fixable
Confirmatory IP assignments, terminating stale liens, migrating accounts to company email, updating corporate records.
Secure the lease
Renewal, extension, or written confirmation the landlord will consent to assignment. Landlords move slowly, so this starts early.
Write the materials
Teaser and memorandum, with the financial bridge visible and the two or three weaknesses disclosed on your terms.
Tidy the operation
Premises, equipment, records. Cheap, and it is what a buyer sees first in person.
Assemble the data room
Organised the way a buyer will ask, so phase four does not become the bottleneck.
Naming what you cannot change, and pricing it
Some things need years. Owner dependence, customer concentration, a declining trend, a thin management layer. In ninety days these are facts to present rather than problems to solve, and how you present them still affects the outcome.
| Issue | Cannot fix in 90 days | Can still do this |
|---|---|---|
| Owner dependence | Build a management layer | Document what you do, propose a transition |
| Customer concentration | Diversify the base | Get the large account under contract; show its tenure |
| Declining revenue | Reverse the trend | Explain the cause and show any segment that is not declining |
| Thin margins | Restructure the cost base | Show the benchmark and where the gap is addressable |
| Key employee risk | Replace or duplicate them | A retention agreement through closing |
A weakness you state, with context, is a term to negotiate. The same weakness found in diligence is a reason to doubt everything else you presented — and it arrives at the moment your leverage is lowest. If you have ninety days and a problem you cannot solve, the remaining work is presenting it accurately and early.