Jason Taken will ask for a short stack on the intro call and a deeper room after an engagement. He is a business broker, not your CPA. Preparing the file is the work plan. This page is the tab list that feeds how it works.
Which five tabs do buyers open first?
Almost always the same five.
| Tab | Good | Deal tax |
|---|---|---|
| Recast / add-backs | Each add-back has a document | Owner hours with no replacement wage |
| Machine list | Make, model, year, control, serial, lien | Brochure with no serials |
| Concentration | T12 and T36 by customer and by part, nameless | One blended “top 10” from memory |
| Backlog | Firm versus forecast; cancel-for-convenience flagged | Next month’s hope |
| Inventory | Raw / WIP / FG; E&O called out | One cell labeled “inventory” |
Those five sit under quality of earnings and under the working-capital peg. If they are wrong, the CIM is decoration.
Census CBP 2023 counted 284,452 plants; 68.4% have fewer than 20 employees (Source: Census CBP, 2023). Small shops often have the numbers in QuickBooks and the routing in someone’s head. Export what you have. Label what you do not. A hole beats a fiction.
BizBuySell’s 2025 manufacturing median time to close was 223 days (Source: BizBuySell). A missing machine-lien schedule can consume a month of that calendar while a lender waits on an appraisal.
What financial package is actually complete?
Three years of internally prepared financials and federal tax returns. Year-to-date versus the prior year. A monthly P&L if you have it. Balance sheets that tie. AR and AP aging. Bank statements for a recent period if a lender is in the mix. The general ledger export once you are under NDA.
Add-back support: payroll registers for owner and family, personal expenses on the company card, one-time legal or relocation invoices, documented flood or move costs. If you capitalized repairs, say so. If you changed inventory methods, say so. QoE is a reconstruction. Hide-and-seek is expensive.
Entity documents: articles, operating agreement or bylaws, cap table, assumed-name filings. Debt schedule with lenders, rates, maturities, and covenants. UCC and lien searches belong in the room even if you think the iron is free and clear.
SBA-backed buyers live inside a $5 million 7(a) cap and SOP 50 10 8’s 10% injection (Source: SBA). Their lender will ask for a supported business valuation and a machine-list appraisal. Your documents should anticipate that without pretending you are the appraiser.
What operations and quality files belong in the room?
Routings or process travelers. Job-cost or traveler history that shows margin by job or by part. Scrap and rework logs. On-time delivery if you track it. Safety logs and OSHA 300s. I-9 readiness is a diligence request, not a vibe check.
Quality: the certificate PDF, scope, expiration, last audit, open nonconformances, and customer-specific quality manuals. AS9100, ISO 13485, IATF 16949, SQF, ISO 9001 — whichever you actually hold. A lapsed cert is a customer-access problem. OASIS or portal logins stay gated.
Engineering: drawing control, revision history, tool ownership. If the customer owns the tool, that is not your asset. If you own a proprietary nest or a mold, show the paper.
Which legal, environmental, and contract files get staged?
Leases or deeds. Surveys. Any sale-leaseback draft. Insurance policies and loss runs. Litigation and claims. Material customer and supplier contracts, redacted until names are released. Change-of-control and assignment clauses flagged.
Government contracts add the contract vehicles, novation path under FAR 42.12, set-aside status, and cybersecurity clauses as they actually appear. Do not hard-code a blog’s favorite CMMC level as if it were eternal. DCAA exposure on cost-type work belongs in the memo.
ITAR or EAR registrations, Technology Control Plans, and DDTC correspondence stay in a restricted folder. A foreign-person buyer triggers a 60-day notice conversation under ITAR § 122.4(b). That folder is not a teaser attachment.
Environmental issues add Phase I (ASTM E1527-21), any Phase II, RCRA generator status, manifests, tank IDs, air and wastewater permits, SWPPP, and agency correspondence. The acquisition environmental primer in the source list is a starting briefing, not an opinion of counsel (Source: acquisition environmental article). New Jersey ISRA and a short list of other transfer statutes can add a statutory clock. Confirm the state.
Employment: handbook, offer-letter forms, non-competes, union CBA if any, multiemployer pension estimate if any. Do not guess withdrawal liability. Ask the fund through counsel.
How should the room be staged so names stay last?
Folder 1 after NDA: financials, recast, machine list, nameless concentration, backlog classes, inventory classes. Folder 2: quality manuals, permits, leases, insurance. Folder 3: named customers, employee census without SSNs, full contracts. Folder 4: QoE PBC list, lender requests, appraisal.
Watermark PDFs. Use a data room that logs downloads. Do not mail a USB from the front desk. Do not put the customer list in the same zip file as the teaser.
Personal information: strip Social Security numbers. Keep medical files out. Share what diligence requires, not the HR drawer.
What does an illustrative missing-document delay look like?
Illustrative only.
A precision shop has clean SDE near the BizBuySell manufacturing median world — think hundreds of thousands of discretionary earnings, not a $10 million EBITDA file. The CIM goes out. The first serious buyer asks for serials. Three VMCs are on a lessor’s UCC. Nobody has the payoff letters. The lender will not schedule the OLV appraisal. Four weeks pass. A second buyer cools. The documents were not exotic. They were late.
Another file: a coatings plant sends financials and forgets the wastewater permit and the last agency letter. The Phase I then finds a recognized condition the seller “did not think counted.” Escrow appears. The multiple conversation changes. The missing letter was the tell.
What should you send with the first email after the call?
A one-page size-band snapshot. Three years of P&Ls and tax returns if you are ready. A machine list even if serials are still being typed. A nameless concentration table. A sentence on real estate. A sentence on certificates. That is enough for HedgeStone to say whether the file should go to market or spend a quarter on prep.
Do not send customer names. Do not send employee home addresses. Do not send a competitor as a “friendly look.” Contact if you need the address in writing. There is no form on this site. Sell my manufacturing business is the pillar.
Which insurance, claims, and safety files get asked for in week three?
Loss runs for the last three to five years. Policy declarations. Open claims. Product-liability history. Workers-comp experience. Any cyber policy if you hold drawings or portals. Recall or field-action files if you are medical, food, or automotive.
Sellers treat these as “later.” Lenders and QoE treat them as now. A clean loss run is not a multiple. A hidden claim is a character finding.
If you are self-insured for a slice, say so. If a captive exists, draw the entity. Related-party insurance is a recast cousin of related-party rent.
How should CAD, QMS, and ERP exports be prepared so they are usable?
A BOM or item master export. An open-order report. A traveler or job list that ties to WIP. A QMS list of open NCRs. Admin rights documented. If the ERP password is on a sticky note, that is a transition fact, not a joke.
Do not dump a 40-gigabyte vault into the room in week one. Stage it. Technical data on ITAR files stays restricted.
Illustrative only: precision shop, clean tax returns, no serials, no NCR list, no loss runs. First buyer spends three weeks reconstructing. Second buyer cools. The missing files were ordinary. They were late.
What banking, UCC, and debt-schedule hygiene keeps financing from restarting the clock?
A current debt schedule with lender names, balances, rates, maturities, and collateral. UCC search you ordered, not one you imagine. Payoff letter contacts. Related-party notes. Equipment leases with residual amounts. If a brother-in-law note is undocumented, it is still a closing affidavit problem.
SBA and conventional lenders will not invent your liens (Source: SBA). You should not either.
Illustrative only: three UCCs, two forgotten, one lessor. Letters start in week one. Appraisal schedules. The twin file that starts letters in week twelve adds a month to a 223-day-class calendar.
What customer-owned inventory and tool photos belong in folder two?
A photo of the plate plus a PO beats a speech. If you cannot find the PO, say unknown. Buyers would rather see unknown than a capitalized mold that is not yours. Folder two can hold redacted POs before names are released.
What should you do with paper that exists only in a truck or a home office?
Bring it in. Scan it. Date it. A closing binder that lives in a pickup is how payoff letters and tank closures appear on Friday. Spend one Saturday gathering. That Saturday is cheaper than a slipped wire.
If a document is truly gone, write “missing” on the checklist. Missing is a fact. Pretending you will find it later is a delay.
A last ordinary habit: name one person who owns the room after you travel. If the bookkeeper is the only admin and she is also the recast circle, write a deputy. Rooms die when one person is on vacation and a buyer asks for a GL export. That deputy is not an announcement. It is a login and a folder map.
Educational information only. Privilege, employment files, and environmental reports belong under counsel’s instruction. Missing paper delays closes. Invented paper kills them.