A business that's been listed for a year almost always has the same five problems. Each one is fixable in three to six months. Most of them are fixable in less.
Owners who can't move their business assume the market doesn't want it. Almost always wrong. The market wants well-staged Texas businesses badly — there's more buy-side capital than supply. What's missing is the seller-side prep work that lets a serious buyer underwrite the deal without surprises.
One: Add-backs nobody can defend.
Owner-discretionary spend (vehicle, travel, family salary, club memberships) gets normalized out of operating earnings on the way to the sale. But every line of add-back has to be defensible with documentation — receipts, payroll records, vehicle logs. If your accountant doesn't have the records, your buyer's lender will reject the EBITDA.
Two: Customer concentration that nobody owns.
A single customer at 30%+ of revenue isn't automatically a deal-killer, but it has to be addressed: contract length, relationship transferability, the customer's awareness of and posture toward a sale. Concentration without remediation drops the price 10-20% on its own.
Three: Lease and licensing that doesn't survive transfer.
Texas commercial leases require landlord consent for assignment in nearly all cases. Texas-specific licensing (TABC for alcohol, Texas Department of State Health Services for medical, contractor's licensing for construction) doesn't transfer automatically. Each one is solvable in advance, fatal if surfaced mid-diligence.
Four: Key-person risk without a succession plan.
If the buyer's first question is 'what happens if you leave,' you don't have a business — you have a job. Documented authority structures, key-employee retention plans, and a credible operator transition window (six to twenty-four months) are what convert a job into a saleable asset.
Five: Liabilities that surface in diligence.
Pending litigation, sales-tax exposure, deferred maintenance, warranty obligations. If it shows up in diligence instead of being disclosed up front, the buyer takes the price down by the full exposure plus a risk premium — often triple the actual cost. Pre-disclose everything material. The price you give back is smaller than the price you'd lose.