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Exit Planning12 min read

Guide

The Commitments a Buyer Adds Up That Your Books Do Not Show

The commitments a buyer adds up are the payments your business already owes under signed agreements, before it sells anything next year. That number comes from your contracts rathe

The commitments a buyer adds up are the payments your business already owes under signed agreements, before it sells anything next year. That number comes from your contracts rather than your profit and loss statement, and in most owner-led businesses nobody has ever totaled it. The lease is usually the largest line and the one most likely to be missing entirely.

Your financial statements are very good at telling a buyer what happened. They are much worse at telling a buyer what is already promised. A twelve month profit and loss statement shows rent as twelve monthly amounts that look exactly like every other operating expense, which is a fair description of last year and a poor description of what the business is locked into for the next six.

Somebody is going to build that list. The only question is whether it is you, with the contracts in front of you and a year to fix what you find, or a buyer's analyst in week three of diligence, working from whatever you hand over.

Why a buyer adds up your commitments before your earnings

A buyer is underwriting the cash the business must spend no matter what happens to revenue. Earnings tell them what the business produces in a good year. Commitments tell them what it still owes in a bad one, and the second number is what decides how much risk the first one carries.

This matters more for founder-led businesses than for larger companies, because the obligations are usually spread across a filing cabinet, three email threads, and one person's memory. Nothing is hidden. It is just that no document exists that puts it in one place, so the answer to a simple question, what is this business contractually obligated to spend over the next three years, takes two weeks to assemble and arrives in pieces.

A commitment schedule takes an afternoon to build once and ten minutes a month to maintain. The gap between those two experiences is most of what buyers mean when they say a company's books are ready.

A contractual commitment, defined

A contractual commitment is a payment your business is already obligated to make under a signed agreement, regardless of what next year's revenue does. It is not a budget line, not a forecast, and not a vendor you happen to use every month. The distinguishing feature is that somebody else has a right to the money.

That definition is narrower than it sounds, and it is the reason the schedule is worth building. Most of what looks fixed on a profit and loss statement is not actually committed, and a few things that look small are committed for years.

The Cancel Test: how to tell a cost from a commitment

Take every recurring payment on your profit and loss statement and ask one question about each: if revenue fell by half next month, could I stop this payment, and what would stopping it cost me?

Three answers are possible, and each one sorts the line.

I could stop it next month at no cost. That is a cost, not a commitment. Most discretionary spending, month to month software, and vendors you use without an agreement land here. They do not belong on the schedule.

I could stop it, but I would owe something. That is a commitment with an exit price, and both numbers go on the schedule: the remaining obligation and the cost to get out. Equipment agreements with early termination charges, marketing contracts with a stated notice period, and service agreements with a wind-down fee sit here.

I could not stop it at all. That is a full commitment for the remaining term, and it is the category buyers care about most. Facility leases, multi-year software licenses, and minimum purchase obligations usually land here.

The Cancel Test is the asset in this post because of where it sends you for the answer. You cannot sort a single line of your profit and loss statement using your profit and loss statement. Every one of those three answers is written in a contract, which means the test forces the contracts out of the drawer and into a schedule. That is the whole exercise.

Your lease is the line most likely to be missing

A facility lease is usually the largest commitment a small business has and the one least likely to appear anywhere except as monthly rent expense. Whether the obligation also appears on your balance sheet depends on the accounting framework your business reports under, and many owner-led companies report on a basis where it does not appear at all.

That is not an error. It becomes a problem only when a buyer asks what the business owes on the building and the honest answer is that nobody has looked since the lease was signed.

Pull the lease and write down four things: the expiration date, the current monthly amount including operating expense charges, every scheduled increase in the remaining term, and the total of what is left. If the lease escalates annually, the total is meaningfully larger than the monthly rent times the months remaining, and the difference is a number you should know before someone else calculates it. Texas Exit Advisors covers the transaction side of the same document, including who has to approve a transfer and what a landlord can ask for, in what happens to your contracts when you sell.

What belongs on the schedule, and what each line has to carry

Build one tab. Every agreement that failed the Cancel Test gets a row, and every row carries the same eight fields: counterparty, what the agreement covers, start date, end date, payment amount and frequency, total remaining obligation, notice period required to terminate, and whether it renews automatically if nobody acts.

The categories to work through are facility leases, equipment and vehicle agreements, software and technology subscriptions billed annually or longer, minimum purchase or volume commitments with suppliers, maintenance and monitoring agreements, insurance policies with multi-year terms, professional service retainers, and any marketing or advertising agreement with a term.

Two fields earn their place more than the others. The notice period is the one that turns a commitment you meant to end into one you carry another full year, and auto-renewal is how it happens. Whether an agreement renews on its own, and how many days of notice stop it, is set by that specific contract, so read the termination clause rather than assume the common case. Borrowed money belongs on a different schedule, which is covered in the debt schedule a buyer can verify.

The number that makes the schedule useful to you

Once the schedule exists, one calculation turns it from a diligence document into a management one. Divide total remaining commitments by monthly gross profit, and you get the number of months of gross profit already spoken for.

As arithmetic on figures stated in this sentence and nothing else: a business with 1,200,000 dollars of total remaining commitments and 100,000 dollars of monthly gross profit has twelve months of gross profit committed. Whether that is comfortable or alarming depends entirely on the business, the industry, and how much of it is the building. The point is not the answer. The point is that most owners have never seen the number at all, and it is the one figure that says how much room the business has if a large customer leaves.

Where to start if you are eighteen months out

Run the Cancel Test on twelve months of your profit and loss statement in one sitting and note every line you cannot answer without finding a document. That list is your contract inventory, and it is almost always longer than expected.

Then collect the agreements themselves, build the eight fields, and calendar every notice deadline in the next twenty four months. Maintaining it after that is a five minute step in the monthly close: any new agreement signed during the month gets a row, and any expiring one gets checked before its notice window closes.

The schedule pays for itself twice. During a sale it answers a question that otherwise takes two weeks. Before one, it tells you which obligations you are about to renew by accident, which is usually worth more than the diligence benefit.

Where Thryve fits

Thryve Accounting & Advisory builds and maintains this kind of schedule as part of a monthly close that actually closes, alongside the reconciliations, adjustment support, and reporting a buyer or a lender will eventually test. If your contracts live in a drawer and your profit and loss statement is the only place anyone can see what the business is committed to, that is a fixable gap and it is far cheaper to fix now than under a deadline.

When it comes time to run an actual transaction, Texas Exit Advisors and Optima Mergers & Acquisitions handle the M&A execution. Our job is making sure the numbers underneath it hold up.

Last reviewed: September 2026. This is general information, not legal, tax, or accounting advice. The committed months arithmetic runs on figures stated in the sentence that carries it and is an illustration, not a benchmark. Whether a given agreement can be terminated, on what notice, at what cost, and whether it renews automatically is set by that specific contract rather than by any general rule. Whether lease and similar obligations are presented on your balance sheet depends on the accounting framework your business reports under. Thryve Accounting & Advisory is not a tax preparation firm; tax questions belong with your own CPA.

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