A valuation professional needs a complete picture of how a company generates revenue, manages risk, uses its assets, and is positioned for future growth.
Whether you are preparing for a business sale, financing, succession planning, an ownership transfer, estate or gift tax planning, litigation, or another financial reporting purpose, organized information can make the valuation process more efficient and the resulting conclusion more defensible.
For most U.S. businesses, valuation professionals will review several years of financial information along with tax returns, ownership documents, contracts, debt information, customer data, and business projections. Preparing these materials before the valuation begins can reduce delays and help the appraiser understand the factors that drive your company’s value.
Business Valuation Preparation Checklist
Before a valuation engagement begins, business owners should organize the following information:
- Three to five years of historical financial statements
- Current year-to-date financial statements
- Three to five years of federal and applicable state tax returns
- General ledger and detailed financial schedules, when requested
- Accounts receivable and accounts payable aging reports
- Fixed asset and depreciation schedules
- Inventory records
- Debt schedules and loan agreements
- Articles of incorporation or organization
- Bylaws, operating agreements, partnership agreements, or shareholder agreements
- Buy-sell agreements and ownership records
- Major customer and supplier contracts
- Property and equipment leases
- Employee and management information
- Customer concentration and recurring revenue data
- Business plans, budgets, forecasts, and projections
- Information about pending or threatened litigation
- Intellectual property information
- Details of unusual, non-recurring, or owner-related expenses
The exact requirements vary based on the purpose of the valuation, ownership structure, size of the business, industry, and valuation method.
Why Preparation Matters Before a Business Valuation
A business valuation is an analysis of financial performance, future earning potential, assets, liabilities, and risk. The valuation professional must determine which information is relevant and how it affects the company’s value.
Incomplete or poorly organized records can create additional questions, require more assumptions, and delay the valuation process.
Preparation also allows business owners to identify issues before they are reviewed by an appraiser, buyer, lender, investor, or attorney.
For example, an owner may discover:
- Personal or discretionary expenses that need to be identified for normalization
- One-time gains or losses that distort historical earnings
- Customer concentration that creates revenue risk
- Contracts that are about to expire
- Heavy dependence on the owner or a small management team
- Unresolved legal or regulatory matters
- Outdated corporate records
- Assets or liabilities that require additional documentation
Addressing these issues does not guarantee a higher valuation. However, documenting them clearly helps valuation professionals distinguish between recurring business performance and unusual or non-operating items.
What Documents Are Needed for a Business Valuation?
One of the most common questions business owners ask is, “What documents are needed for a business valuation?”
While the exact request varies by engagement, most U.S. business valuations require information from several categories.
1. Historical Financial Statements
Financial statements are the foundation of most business valuations.
Prepare:
- Income statements or profit and loss statements
- Balance sheets
- Cash flow statements, when available
- Year-to-date interim financial statements
- General ledger or trial balance, if requested
- Monthly financial statements when seasonality or recent changes are important
Three to five years of historical financial information is commonly requested. Current-year results are also important because they help the valuation professional evaluate recent revenue, margin, and cash flow trends.
While reviewed or audited statements by a CPA are preferred, internally prepared or compiled statements may also be appropriate depending on the engagement.
2. Federal and State Tax Returns
Gather three to five years of applicable tax returns and supporting schedules.
Depending on your business structure, this may include:
- Form 1120 for C corporations
- Form 1120-S for S corporations
- Form 1065 for partnerships
- Schedule C for sole proprietorships
- Schedule K-1s for pass-through entities
- Applicable state income or franchise tax filings
Tax returns can help the valuation professional identify items such as owner compensation, depreciation, related-party transactions, distributions, and other adjustments that may not be obvious from the financial statements alone.
3. Supporting Financial Schedules
Detailed schedules help the valuation professional understand the numbers behind the financial statements.
Depending on the business, these may include:
- Accounts receivable aging
- Accounts payable aging
- Inventory reports
- Fixed asset registers
- Depreciation schedules
- Capital expenditure history
- Debt schedules
- Payroll information
- Owner compensation
- Related-party transactions
These schedules are particularly useful when the valuation requires adjustments to historical earnings or an analysis of working capital and operating assets.
4. Corporate and Ownership Documents
Your legal and organizational documents help establish who owns the company and what rights and restrictions apply to the ownership interests.
Gather relevant documents such as:
- Articles of incorporation or organization
- Bylaws
- Operating agreements
- Partnership agreements
- Shareholder agreements
- Stock records and capitalization tables
- Buy-sell agreements
- Ownership transfer agreements
- Board or member resolutions, when relevant
Buy-sell agreements are especially important because they may contain provisions affecting ownership transfers or valuation.
5. Debt, Lease, and Contract Information
Debt and contractual obligations can affect both the risk profile and the value of an ownership interest.
Prepare:
- Loan agreements
- Debt schedules
- Lines of credit
- Equipment financing
- Real estate leases
- Equipment leases
- Major customer contracts
- Supplier agreements
- Licensing agreements
- Other material contracts
Also identify significant restrictions, covenants, guarantees, or obligations that could affect the company’s future operations.
6. Customer and Revenue Information
Revenue quality is an important part of understanding business value.
Provide information about:
- Top customers
- Percentage of revenue generated by major customers
- Customer retention
- Recurring versus non-recurring revenue
- Contract terms
- Customer concentration
- Revenue by product or service
- Revenue by geographic market
- Major changes in customer relationships
A diversified customer base can reduce concentration risk, while substantial dependence on one customer may increase perceived risk.
7. Management and Employee Information
Business owners should also document the people responsible for operating the company.
This may include:
- Organizational charts
- Key management responsibilities
- Compensation information
- Employment agreements
- Benefit arrangements
- Succession plans
- Information about owner involvement
- Key-person dependencies
A company that depends heavily on one owner for sales, customer relationships, operations, or technical knowledge may carry more transferability risk than a business with a deeper management team.
8. Business Plans, Budgets, and Forecasts
If the company has prepared budgets, forecasts, or business plans, provide them to the valuation professional.
Useful information may include:
- Revenue forecasts
- EBITDA or cash flow projections
- Planned capital expenditures
- Hiring plans
- Expansion plans
- New products or services
- Pricing changes
- Major customer opportunities
- Strategic initiatives
Forecasts should be supported by reasonable assumptions and historical performance. Overly aggressive projections without supporting evidence can raise questions about the reliability of management’s expectations.
9. Legal, Regulatory, and Other Risk Information
Disclose known matters that could materially affect the company’s future performance.
These may include:
- Pending or threatened litigation
- Regulatory investigations
- Material disputes
- Insurance claims
- Environmental matters
- Compliance issues
- Intellectual property disputes
- Significant contractual disputes
It is generally better to identify these matters early and provide appropriate documentation than to have them discovered later in the valuation or due diligence process.
How to Prepare Your Financial Records for a Business Valuation
Clean financial records make the valuation process more efficient.
Before the engagement begins, review your books with your CPA or accounting team and make sure:
- Bank and credit accounts are reconciled.
- Accounts receivable and accounts payable are current.
- Fixed assets are properly recorded.
- Debt balances agree with supporting statements.
- Owner compensation is clearly identified.
- Related-party transactions are documented.
- Personal or discretionary expenses are separately identifiable.
- One-time gains and losses are documented.
- Major changes in revenue or expenses can be explained.
- Current-year financial statements are up to date.
This preparation can help the valuation professional identify normalizing adjustments.
Normalizing adjustments are changes made to historical financial results to better represent the economic performance of the business under normal operating conditions. Examples may include unusual one-time expenses, non-operating income, owner-specific expenses, or other items that are not expected to continue.
Owners should not assume that every personal or discretionary expense automatically increases business value. Each adjustment must be evaluated based on the facts and the purpose of the valuation.
How Is a Business Valued?
Business owners often ask, “How is a business valued?”
Valuation professionals generally consider three broad approaches:
Income Approach
The income approach estimates value based on the economic benefits the business is expected to generate.
Common methods include:
- Discounted cash flow (DCF)
- Capitalization of earnings or cash flow
The income approach can be particularly useful when a company’s future cash flows can be reasonably estimated.
Market Approach
The market approach considers how comparable companies or transactions have been valued.
Depending on the company and available data, valuation professionals may analyze multiples such as:
- Enterprise value to EBITDA (EV/EBITDA)
- Enterprise value to revenue
- Price to earnings (P/E)
For private businesses, comparable transaction data can be especially relevant when assessing market-based indications of value.
Asset Approach
The asset approach considers the value of a company’s assets and liabilities.
An adjusted net asset value method may be appropriate for asset-intensive businesses, holding companies, or circumstances where the value of the underlying assets is more relevant than the company’s earnings.
The appropriate approach depends on factors such as the purpose of the valuation, nature of the business, financial performance, available market data, and expected future cash flows. In some engagements, more than one approach may be considered and reconciled.
What Factors Affect Business Valuation?
Financial performance is important, but revenue and profit alone do not determine what a business is worth.
Key valuation drivers can include:
Earnings Quality
Consistent, sustainable earnings generally provide stronger support for value than earnings that fluctuate significantly or depend on unusual events.
Revenue Growth and Visibility
Predictable growth, recurring revenue, long-term contracts, and strong customer retention can reduce uncertainty around future performance.
Customer Concentration
Heavy dependence on a small number of customers can increase risk. Valuation professionals may examine both the level of concentration and the strength and duration of those customer relationships.
Management Depth
Businesses that can operate effectively without the owner performing every critical function may be viewed as less dependent on a single individual.
Industry and Market Conditions
Industry growth, competition, economic conditions, interest rates, and other market factors can influence how investors and buyers assess future earnings and risk.
Working Capital and Capital Expenditure Requirements
A business that requires significant ongoing investment in inventory, equipment, technology, or working capital may have different cash flow characteristics from a business with relatively low capital requirements.
Legal and Operational Risk
Litigation, regulatory exposure, weak internal controls, contractual restrictions, and other unresolved risks can affect the assessment of value.
Common Business Valuation Preparation Mistakes
Business owners can make the valuation process harder by waiting until the last minute or failing to document important information.
Waiting Until the Valuation Begins
Starting preparation early gives you time to correct accounting issues, update corporate records, document contracts, and address operational risks.
Providing Incomplete Financial Information
Missing financial statements, schedules, or tax returns can create unnecessary delays and additional requests.
Failing to Explain Unusual Expenses
If a significant expense occurred only once, make sure the valuation professional understands what happened and has supporting documentation.
Overstating Future Growth
Forecasts should be based on reasonable assumptions and supported by historical performance, contracts, market conditions, or other evidence.
Ignoring Customer Concentration
If a significant percentage of revenue comes from one or two customers, prepare information explaining the relationship, contract terms, retention history, and mitigation strategies.
Overlooking Owner Dependence
If the owner is responsible for most sales, customer relationships, or key operational decisions, document how those responsibilities could be transferred.
Assuming a Valuation Is the Same as a Business Sale Price
A formal valuation and eventual transaction price are not necessarily the same. The purpose of the valuation, standard of value, ownership interest being valued, transaction structure, market conditions, and negotiation between buyers and sellers can all affect the outcome.
How Early Preparation Can Help Business Owners
Business valuation preparation should ideally begin before the valuation is needed.
If you are considering a sale, ownership transition, financing, estate planning, or another major event, an early review can help identify issues that may affect value.
For example, you may have time to:
- Improve financial reporting
- Document recurring revenue
- Reduce unnecessary customer concentration
- Strengthen management depth
- Resolve outstanding legal or contractual issues
- Update corporate records
- Separate personal and business expenses
- Improve operational documentation
- Establish realistic financial forecasts
The goal is not to manipulate financial results. Instead, it is to make sure the company’s actual financial performance, assets, opportunities, and risks are accurately documented.
Business Valuation Preparation Checklist for U.S. Owners
Use this checklist before providing information to your valuation professional:
|
Category |
Information to Prepare |
|
Financials |
3–5 years of income statements, balance sheets, cash flow statements |
|
Current performance |
Current year-to-date financial statements |
|
Tax |
3–5 years of federal and applicable state tax returns |
|
Pass-through entities |
K-1s and relevant ownership/distribution information |
|
Accounting |
General ledger, trial balance, supporting schedules |
|
Working capital |
A/R and A/P aging, inventory reports |
|
Assets |
Fixed asset and depreciation schedules |
|
Debt |
Loan agreements, debt schedules, credit facilities |
|
Ownership |
Articles, bylaws, operating agreements, shareholder agreements |
|
Ownership transfers |
Buy-sell agreements and transfer restrictions |
|
Contracts |
Major customer, supplier, lease, and licensing agreements |
|
Customers |
Customer concentration, retention, recurring revenue |
|
Employees |
Organizational chart, key management, compensation |
|
Forecasts |
Budgets, projections, business plans |
|
Legal |
Litigation, regulatory matters, material disputes |
|
Intellectual property |
Patents, trademarks, copyrights, proprietary technology |
|
Operations |
Key processes, systems, and owner dependencies |
Frequently Asked Questions
What documents are needed for a business valuation?
Most U.S. business valuations require three to five years of financial statements and federal tax returns, current year-to-date financials, supporting schedules, ownership documents, debt information, contracts, customer data, and business projections. The exact document request depends on the valuation purpose and company.
How do I prepare my business for a valuation?
Start by organizing financial statements and tax returns, reconciling accounting records, documenting unusual or non-recurring expenses, gathering ownership and legal documents, and preparing information about customers, employees, contracts, assets, debt, and future projections
How many years of financials are needed for a business valuation?
Three to five years of historical financial statements are commonly requested, along with current year-to-date financial information. Additional historical information may be needed depending on the purpose and complexity of the valuation.
What tax returns are needed for a business valuation?
Depending on the business structure, valuation professionals may request three to five years of federal tax returns, including Forms 1120, 1120-S, 1065, or Schedule C, along with applicable schedules and K-1s.
How is a small business valued?
Small businesses may be valued using income, market, or asset approaches. For many operating businesses, valuation professionals analyze normalized earnings or cash flow and compare the company with relevant market data. The appropriate method depends on the business, valuation purpose, financial performance, and available information.
What affects business valuation the most?
Important factors include sustainable earnings, revenue growth, recurring revenue, customer concentration, management depth, industry conditions, working capital requirements, capital expenditure needs, and overall business risk.
How long does a business valuation take?
The timeline varies based on the valuation purpose, complexity of the business, availability of comparable data, and completeness of the information provided. A valuation can take several weeks or longer when extensive analysis, documentation, or review is required.
Does a business valuation equal the sale price?
Not necessarily. A formal valuation provides an indication or conclusion of value based on a defined purpose, valuation date, standard of value, and methodology. The eventual transaction price can differ based on market conditions, deal structure, negotiations, and the specific buyer and seller.
Get Your Business Valuation Information Ready
Preparing complete and organized information before a valuation can help reduce delays and give valuation professionals a clearer understanding of your company’s financial performance, assets, operations, and risks.
For valuation firms and advisory practices that need additional analytical capacity, Knowcraft Analytics provides outsourced business valuation support across financial reporting, tax and compliance, tangible and real property valuation, transaction support, and litigation-related engagements.
