“Price is what you pay. Value is what you get.”
It sounds simple, almost obvious. But for small business owners, value is often misunderstood, overestimated, or quietly eroded over years without anyone noticing. Most founders believe they know what their business is worth. They look at revenue, profits, and how hard they have worked, and they assume buyers will see the same story they do. They usually do not.
In a recent episode of Letters of Intent, hosts Pankaj Raval and Sahil Chaudry sat down with Stephen Bethel, a veteran business appraiser and broker with decades of experience valuing and selling companies across industries. What followed was a masterclass in business valuation reality. The takeaway was clear: many businesses are worth far less than their owners think, not because the owners failed, but because they made common decisions that quietly destroy value.
The good news is that most of those problems can be fixed, but only if you understand them early enough. This guide breaks down the biggest valuation mistakes small business owners make, why they happen, and what you can do now to protect and grow the value of your business long before an exit is on the table.

The Personal ATM Problem That Kills Valuation
One of the most common mistakes Stephen sees is business owners treating their company like a personal ATM. On paper, this feels harmless. Owners run personal expenses through the business, write off meals, travel, vehicles, and even family expenses. Taxable income stays low, the CPA keeps things compliant, and life feels efficient. That approach works right up until the moment you try to sell.
Buyers do not pay for stories. They pay for verified numbers. When a buyer reviews financials and sees years of expenses that cannot be explained or justified, they get nervous. When an owner says, “Those are just add-backs,” the buyer hears something else entirely. If you were willing to bend the rules with the IRS, why would a buyer trust you to be honest with them?
Stephen put it bluntly during the episode: “If you are screwing the IRS, maybe I am going to get screwed too.” That single sentence has killed more deals than many market downturns. From a buyer’s perspective, add-backs only work when they are reasonable, documented, and repeatable. One-time legal fees, temporary consulting costs, or a single unusual expense may be acceptable. Years of personal lifestyle costs disguised as business operations are not.
This is where many small business owners lose six or seven figures in value without realizing it. At Carbon Law Group, we see this often when preparing clients for M&A transactions. The business itself may be strong, but the financial story is muddy. Fixing it takes time, sometimes years. The solution is not complicated, but it requires discipline. Stop treating the business like your wallet. Pay yourself properly, separate personal and business expenses, and assume every dollar will be reviewed by someone skeptical. Clean financials do not just protect you legally; they directly increase what a buyer is willing to pay.
Why Recasting Your Financials Is Not Optional
If you plan to sell your business someday, clean financials are not a nice-to-have. They are mandatory. Stephen strongly recommends recasting your financials at least two to three years before an exit. This means hiring a CPA or qualified professional to restate your numbers accurately and consistently on official letterhead.
Buyers trust third-party verification far more than owner explanations. Imagine reviewing two businesses. One hands you spreadsheets with handwritten notes and verbal explanations for why expenses should not count. The other provides professionally recast financial statements prepared by a CPA that clearly show normalized EBITDA. One feels risky. The other feels safe.
Recasting also forces uncomfortable but necessary conversations. Are you paying yourself market compensation? Are related-party transactions properly documented? Are expenses justified? These questions surface problems early, when they are still fixable. From a legal perspective, this step also reduces deal friction. Clean financials mean faster due diligence, fewer renegotiations, fewer indemnities, and fewer post-closing disputes.
We often advise clients to think of recasting like staging a home. You are not changing the structure. You are presenting it in its best and most honest light. If your goal is a strong valuation, this step cannot be skipped.
The Dirty Business Advantage Most Founders Overlook
Many founders chase “sexy” industries like software, AI, apps, and tech platforms. Stephen has seen this movie before, and it often ends poorly. Simple, boring, unglamorous businesses frequently outperform flashy startups when it comes to valuation multiples and buyer interest because buyers value predictability.
Industries like pallet companies, car washes, porta potty services, solid waste management, and industrial services tend to have steady cash flow, repeat customers, and low churn. They may not make headlines, but they generate real money. As Stephen summed it up, “The simpler the business and the dirtier the business, the better it is.”
We see this pattern regularly in M&A work. Buyers are far more comfortable underwriting businesses with clear demand and limited disruption risk. People will always need trash removal, storage, logistics, and maintenance. Compare that to early-stage tech companies burning cash with uncertain paths to profitability. Even when valuations look high on paper, they often collapse under scrutiny.
If you operate a so-called boring business, this is good news. Your company may be far more attractive than you think. The key is positioning it correctly with clean financials, documented systems, diversified customers, and transferable contracts. When those pieces are in place, boring becomes beautiful.
The Real Estate Trap That Artificially Inflates EBITDA
Owning the real estate your business operates from feels like a smart move, and in many cases, it is. But it can quietly destroy your business valuation if handled incorrectly. Stephen shared a story about a retail owner who believed his business was thriving because he paid no rent. On paper, EBITDA looked strong. In reality, the business could not survive if sold.
A buyer would have to pay market rent, and buyers adjust for that immediately. When owners do not charge themselves market rent, EBITDA becomes artificially inflated. From a buyer’s perspective, future cash flow must reflect real-world operating costs. That single adjustment can slash valuation dramatically.
At Carbon Law Group, we address this issue regularly. The solution is proper structuring. Either separate the real estate into its own entity with a market lease or clearly account for normalized rent in the financials. Failing to do this leads to unpleasant surprises during due diligence. Buyers do not care how things were structured for convenience. They care about what the business will look like under their ownership.
Commercial Real Estate Reality Check for Business Owners
Commercial real estate conditions matter more than many business owners realize. Stephen predicts a potential 25 to 30 percent correction in commercial real estate prices over the next 18 to 24 months. Negative absorption, rising interest rates, and shifting work patterns are reshaping markets.
For business owners, this has two major implications. Lease terms matter more than ever. Short leases, high rents, or uncertain renewals reduce valuation because buyers discount risk aggressively. Owning commercial real estate is also no longer a guaranteed win. Vacancy risk, financing costs, and location trends must be evaluated realistically.
If your business depends heavily on a specific location, relocation risk becomes a valuation factor. Stephen noted that businesses often lose 20 to 25 percent of revenue after moving locations, at least temporarily. This is why experienced buyers scrutinize leases, zoning, and market trends closely. Legal guidance is critical here. Lease assignability, renewal options, and landlord consent provisions can make or break a deal.
Getting Your Business “Wedding Ready”
Selling a business is emotional and deeply psychological. Stephen compares it to getting married or selling a car. You would not show up unprepared. You would clean, organize, and present yourself well. The same applies to your business.
Buyers judge what they cannot see based on what they can see. If the office is disorganized, contracts are missing, or systems are unclear, they assume the financials are just as messy. One detail Stephen emphasized stood out: buyers often check the restroom. If it is a mess, they start questioning everything else.
Being wedding-ready means more than profits. It means organized contracts, clean books, documented processes, clear ownership records, and transferable agreements. Legal preparation matters here. Corporate structure, IP ownership, employment agreements, and compliance issues all affect buyer confidence. Preparation is power.
Why Most Owners Overestimate Their Business Value
Stephen estimates that about 90 percent of business owners believe their company is worth more than it actually is. This is human nature. You know the effort, the sacrifices, the long nights, and the risks. Buyers do not pay for effort. They pay for results.
They look at cash flow, risk, diversification, systems, and sustainability. They ask hard questions. What happens if the owner leaves? What happens if a major customer disappears? When the answers are unclear, value drops. The solution is objectivity through independent valuation and honest assessment. Even when the valuation is lower than expected, it provides a roadmap to improvement.
How Legal Strategy Protects and Grows Business Value
Business valuation is not just a financial exercise. It is legal at its core. Ownership structure, contracts, IP rights, compliance, and governance all affect what a buyer can and will pay. Poor legal hygiene introduces risk, and risk lowers price. Strong legal foundations create confidence, and confidence increases value.
At Carbon Law Group, we work with small businesses at every stage, from formation and growth to restructuring and exit. Value is not created at the closing table. It is built years before.
Final Thoughts
Your business may be worth less than you think today. That does not mean it has failed. It means you still have time to fix it. Stop treating it like a personal ATM. Clean up the financials. Understand your real costs. Embrace boring stability. Prepare legally. Get wedding-ready. If you do, the value will follow. And when the right buyer appears, you will be ready.
Soundbites
- “If you’re screwing the IRS, maybe I’m going to get screwed too.”
- “Simpler the business and the dirtier the business, the better it is.”
- “Everyone thinks their house is worth a whole bunch… My business is different… you’re like, yeah, well, maybe not.”
- “I’ve seen a lot of software companies go nowhere… I haven’t made money in four years, we’re going to break even in two.”
- “It’s kind of like getting in shape to go get married… you gotta look good.”
- “Everyone looks at it as basically a private ATM… but on the flip side, I also want my cake and eat it too.”
Guest
- Socials: https://www.linkedin.com/in/stephen-bethel-a78a20105/
- Phone: 213-439-9956, extension 102