Florida Business Brokerage & Advisory Services

Florida businesses are typically valued using Seller’s Discretionary Earnings (SDE) for owner-operated businesses under $2M in revenue, or EBITDA for businesses above that threshold. We apply industry-specific multiples, derived from closed comparable transactions in the same NAICS category, to your normalized earnings figure. The result is a defensible, market-tested value range rather than a single aspirational number. We also layer in asset-based, market-approach, and income-approach methodologies where applicable to triangulate the most accurate possible range.

SDE (Seller’s Discretionary Earnings) adds back the owner’s total compensation — salary, benefits, and perks — to net income, along with depreciation, amortization, interest, and one-time expenses. It represents the total economic benefit to a single working owner. EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) does not add back owner’s salary because it assumes a hired manager would replace the owner after acquisition. EBITDA is the standard for businesses generating over $1M–$2M in earnings, where institutional buyers replace the owner with a management team. Your advisor will determine which metric is most relevant based on your buyer pool and revenue size.

Multiples vary significantly by industry, size, and quality. Owner-operated service businesses typically trade at 2.0x–3.5x SDE. Lower-middle-market companies (above $1M EBITDA) commonly trade at 4x–7x EBITDA, with premium businesses in recurring-revenue industries reaching 8x or above. Florida-specific factors — population growth, favorable tax environment, and strong in-migration demand — can support multiples at the higher end of national ranges for certain sectors. The specific multiple your business commands depends on revenue trend, customer concentration, owner dependence, lease stability, and the depth of your buyer pool.

Yes — and this is one of the most valuable things we do for clients who engage us 12–36 months before they intend to sell. The levers that move multiples upward include: reducing owner dependence, converting project revenue to recurring maintenance agreements, diversifying the customer base, cleaning and normalizing financial statements, documenting operating procedures, and extending or securing the facility lease. Each of these improvements is directly reflected in the multiple a qualified buyer is willing to pay.

Add-backs are expenses that a new owner would not incur — your personal vehicle, family member salaries, health insurance, personal travel, one-time legal fees, and similar items. Each documented add-back flows directly into your SDE or adjusted EBITDA and is then multiplied by your industry multiple. A $100K add-back on a business trading at 3x SDE adds $300K to your enterprise value. Proper add-back documentation — with supporting invoices and clear business-vs-personal classification — is essential to defending these figures during buyer due diligence.

The best time to sell is when your business is performing at or near its peak, you have 2–3 years of consistent or growing financials, and you personally have the energy and focus to manage a 6–12 month sale process. Market timing matters — lower interest rates and high buyer liquidity (conditions that have varied significantly in recent years) expand your buyer pool and support higher prices. However, individual business performance almost always matters more than macro timing. Waiting for a “perfect” economic window while your own financials plateau or decline is a common and costly mistake.

Most Florida business sales close in 6–12 months from the time the business goes to market. Smaller, simpler businesses (under $500K asking price) sometimes close in 3–6 months. Larger, more complex transactions — particularly those requiring SBA financing or involving licensing approvals — routinely take 12–18 months. The most controllable factor is seller preparation: businesses that enter the market with clean financials, a complete data room, and a transferable operational infrastructure close significantly faster than those that do not.

Selling from burnout is one of the most reliable paths to leaving money on the table. Burned-out sellers often accept the first reasonable offer rather than running a competitive process, fail to invest in pre-market value acceleration, and lack the energy to manage the demands of a 6–9 month due diligence process. Planned exits — where the owner begins working with an advisor 24–36 months before the target sale date — consistently produce better outcomes on every measurable dimension: price, terms, and post-close satisfaction.

An exit strategy is a documented plan for transitioning ownership of your business — including target timeline, target buyer profile, value enhancement priorities, tax optimization structure, and post-close personal financial plan. Not every owner needs a multi-year formal strategy; some businesses are already in market-ready condition. But for most owners, having even a 12-month action plan aligned with a broker’s market knowledge produces a materially better sale outcome than simply “deciding to sell” and listing the business within 30 days.

We market your business using a blind profile — a document that describes your company’s industry, revenue range, geographic market, and financial metrics without revealing the company name, address, or any identifying details. Every prospective buyer must execute a mutual NDA before receiving any additional information. We never post your business name or address on public listing platforms. Buyer site visits are scheduled outside of business hours or framed as “management consulting” visits when necessary. Your employees, vendors, and customers are typically not notified until a contract is executed and a closing date is set.

This is one of the primary risks of self-managed sales and poorly run broker engagements. If a competitor learns your business is for sale, they may approach your key employees, accelerate competitive campaigns, or attempt to influence your customer relationships before you can close. Our NDA enforcement process is designed specifically to prevent this. If a competitor does breach an NDA, the agreement provides legal recourse — though prevention is always preferable. Our qualification screening also identifies and screens out buyers who appear to be competitive intelligence gatherers rather than genuine acquirers.

Yes, in most cases. We routinely complete entire transaction processes — from listing through closing — without a single employee being notified until the final days before closing. The key is controlling information flow at every stage: who receives the CIM, who is present for site visits, and how due diligence document requests are framed internally. The owner’s transition from operator to seller needs to be invisible to the workforce until you choose to make it visible. We coach clients on how to manage this dynamic throughout the process.

The buyer pool at this price point is diverse. Individual owner-operators — often funded by SBA 7(a) loans — are the most active buyers under $3M. Search fund operators and self-funded searchers are increasingly active in the $2M–$7M range. Small private equity groups and family offices dominate the $5M–$25M range, typically seeking platform acquisitions in fragmented service industries. Strategic acquirers (competitors or adjacent-market companies) are present at all price points but are most active when the target business has geographic coverage, licensing, or customer relationships they cannot replicate organically.

Private equity groups underwrite acquisitions using institutional standards: they require normalized EBITDA (not SDE), professional-grade financial statements, and management infrastructure that allows the business to scale without the seller. They negotiate more aggressively on reps and warranties, working capital pegs, and earnout structures. They typically have faster decision-making timelines than individual buyers but more demanding due diligence requirements. For sellers, PE buyers often offer higher headline prices — but the net proceeds after earnout risk, rollover equity requirements, and transaction cost allocation may be comparable to or lower than well-structured individual buyer deals.

Before any buyer receives your confidential information memorandum, we verify: (1) proof of liquid capital sufficient to cover the down payment (typically 10–20% of purchase price for SBA deals, higher for conventional), (2) a credit profile consistent with SBA eligibility or conventional financing, (3) relevant industry or management experience, and (4) a credible acquisition rationale. For PE and institutional buyers, we review fund documentation and prior acquisition history. Unqualified buyers waste everyone’s time and create confidentiality risk — our qualification gate prevents both.

A Letter of Intent is a non-binding (except for specific provisions like exclusivity and confidentiality) agreement that outlines the key economic and structural terms of a proposed acquisition: purchase price, deal structure (asset vs. stock), working capital peg, earnout provisions, exclusivity period, and any seller financing terms. Negotiating an LOI effectively means understanding which terms have the most post-close economic impact (working capital peg, earnout milestones, indemnification caps) and not conceding them casually in exchange for headline price. We negotiate LOI terms on behalf of sellers before execution so the final agreement reflects the seller’s actual objectives.

An earnout is a contingent payment structure in which a portion of the purchase price is paid over time, conditioned on the business achieving specified financial targets after closing. Earnouts are common when there is a valuation gap between buyer and seller expectations, or when the buyer wants to manage risk associated with customer concentration, key-person dependence, or projected revenue growth. Whether to accept an earnout depends on: how achievable the milestones are under new ownership, how much control you retain over the business post-close, and how the earnout is structured legally. We negotiate earnout terms — milestone definition, measurement period, accounting methodology — to ensure they are genuinely achievable before advising a seller to accept them.

Most small business transactions are structured as asset sales, in which the buyer acquires specific assets and assumes specific liabilities — leaving the seller’s legal entity (and its historical liabilities) behind. Buyers strongly prefer asset sales because they receive a stepped-up tax basis in acquired assets, reducing future depreciation costs. Sellers often prefer stock sales because the gain is taxed at capital gains rates rather than ordinary income rates, and because all liabilities transfer with the entity. The optimal structure depends on the specific tax situation of both parties and should be determined in coordination with a transaction CPA before LOI — not after.

Seller financing is a structure in which the seller accepts a promissory note for a portion of the purchase price, payable over 3–7 years at a negotiated interest rate (typically 6–8%). It is most common in deals where the buyer’s financing falls short of the full purchase price or where a seller is willing to support the buyer’s success in exchange for higher total proceeds. Seller financing signals to buyers that the seller has confidence in the business’s continued performance. It does carry risk — if the buyer defaults, the seller must pursue collections or foreclose on the business assets. We help sellers structure and collateralize seller notes to minimize this risk.

Due diligence is the buyer’s comprehensive review of everything they are purchasing. It covers financial records (3 years of tax returns and financials, QofE review), legal documents (contracts, leases, licenses, litigation history), operational information (employee records, systems documentation, vendor agreements), and sometimes environmental assessments or equipment appraisals. A typical due diligence period runs 30–90 days post-LOI. Sellers who maintain a well-organized virtual data room from the beginning of the process dramatically reduce due diligence friction and the risk of buyer withdrawal due to information gaps.

A Quality of Earnings report is an independent financial analysis — typically conducted by a third-party CPA firm engaged by the buyer — that verifies the accuracy and sustainability of the seller’s reported earnings. It tests add-back claims, examines revenue recognition policies, identifies one-time vs. recurring items, and assesses working capital trends. Most PE-backed buyers require a QofE. Many SBA lenders now require a seller-prepared version as part of the loan package. Sellers who proactively prepare a sell-side QofE before going to market control the narrative and reduce the risk of post-QofE price renegotiation.

The SBA 7(a) loan program is the most common financing vehicle for small business acquisitions in the United States. Qualified buyers can borrow up to $5M (as of current SBA guidelines) to fund business acquisitions, with down payments as low as 10%, repayment terms up to 10 years, and competitive interest rates. SBA eligibility depends on the buyer’s credit profile, industry type, business cash flow, and several regulatory conditions (the business must be for-profit, US-based, and meet SBA size standards). Many of our transactions are SBA-financed — we maintain active relationships with SBA-preferred lenders who specialize in acquisition financing and can move efficiently once an LOI is signed.

Yes — unconditionally. The purchase agreement, bill of sale, assignment of contracts, non-compete agreement, and transition services agreement are all legally binding documents with significant financial and liability implications. An attorney who specializes in business acquisitions (M&A counsel, not a general practice attorney) is not optional — it is one of the highest-return investments you will make in the transaction. We can provide referrals to M&A counsel experienced in Florida business transactions at multiple price points.

Florida has no state income tax on individuals, which is a meaningful advantage for business sellers compared to most other states. Federal taxes, however, apply in full. In an asset sale, different asset categories are taxed at different rates: goodwill and long-term capital assets are taxed at long-term capital gains rates (0–20% depending on your income); ordinary-income assets (inventory, accounts receivable, covenant-not-to-compete payments, depreciation recapture on equipment) are taxed at ordinary income rates (up to 37%). The blended effective tax rate on a typical Florida business sale ranges from 18–28%, depending on deal structure and asset allocation. Engage a CPA with business transaction experience before signing an LOI.

A non-compete agreement (or covenant not to compete) is a contractual obligation that restricts the seller from starting or joining a competing business within a defined geographic area and time period after the sale. Buyers and their lenders universally require them — without a non-compete, the goodwill the buyer is purchasing has no legal protection. Typical non-competes in Florida business sales run 3–5 years within the company’s trade area. Florida Statutes Section 542.335 governs the enforceability of non-competes in business sale contexts — the standards are more permissive than employee non-competes, making seller non-competes generally enforceable if properly drafted. The compensation attributed to the non-compete in the purchase price allocation is taxed as ordinary income to the seller.

A business closing is a coordinated legal and financial event, typically conducted remotely via DocuSign and wire transfer (though in-person closings remain common for complex transactions). The buyer and seller (and their respective counsel) execute the final purchase agreement, bill of sale, assignment documents, and ancillary agreements (non-compete, transition services agreement, lease assignment). The buyer’s lender releases funds to the closing agent or escrow, who distributes proceeds to the seller after satisfying any outstanding liens or seller-side obligations. Our team manages the closing checklist and timeline to ensure all conditions are satisfied and the wire arrives on schedule.

Working capital (typically defined as current assets minus current liabilities) represents the “fuel in the tank” that a new owner needs to operate the business from Day 1. Buyers and sellers negotiate a target working capital amount at LOI — usually based on a 12-month trailing average. If the actual working capital delivered at closing is above the target, the seller receives additional proceeds; if it is below the target, the purchase price is reduced accordingly. The working capital peg is frequently the most contentious post-LOI negotiation item. We help sellers establish a favorable peg definition and target during LOI negotiation, before the purchase agreement is drafted.

Most business sales include a seller transition period of 30–90 days, during which the seller provides hands-on training, customer introductions, and operational knowledge transfer to the new owner. For highly owner-dependent businesses or complex operations, buyers may require 6–12 months of consulting availability. Transition terms are negotiated in the purchase agreement and may be compensated or uncompensated depending on the deal structure. Longer transition obligations can also be used creatively — as part of an earnout structure or a consulting agreement that provides the seller with ongoing income and capital gains treatment.

Yes — partial recapitalizations and minority stake sales are viable alternatives to full exits, particularly for owners who want liquidity but intend to remain operationally involved. PE groups and family offices frequently structure majority-recapitalization transactions in which they acquire 51–80% of the business while the owner retains an equity stake, rolls their management role forward, and participates in a second liquidity event when the PE group sells its position 3–7 years later. These structures require different advisory expertise than a straightforward full sale — but they are increasingly common in Florida’s lower-middle-market.

Internal transfers — to family members or management buyout (MBO) candidates — are an entirely viable exit path, but they require careful structuring. Key considerations include: how the buyer will finance the acquisition (seller financing, SBA loans, and employee stock ownership plans are common mechanisms), gift and estate tax implications for family transfers, and how to structure the transition so the seller receives maximum value rather than a discounted “family” price. We advise on internal transfer structures and can coordinate with the buyer’s lender and the seller’s CPA to optimize the outcome for all parties.

A management buyout is an acquisition in which the existing management team purchases the business from the owner, typically funded through a combination of SBA financing, seller financing, and personal capital from the management team. MBOs offer sellers a smooth operational transition (experienced buyers who know the business), confidentiality (no external buyer process required), and often faster execution. The challenge is ensuring the management team is financially qualified, properly motivated, and legally structured as a buyer — this requires the same professional advisory as any external sale transaction.

Licensed businesses require additional steps during the sale process. In Florida, many professional and contractor licenses are individual (not entity-level), which means the buyer must hold — or immediately obtain — the required license before operating legally. For medical practices, AHCA notification and Medicaid/Medicare billing number transfer protocols apply. For HVAC and electrical contractors, the buyer typically needs a qualifying agent license or must hire a licensed qualifier as a condition of closing. These license-transfer requirements are predictable and manageable if planned in advance — they become deal-killers only when ignored until the final weeks before closing. We address licensing requirements in the CIM and buyer qualification process from Day 1.