How does SDE differ from EBITDA when selling a business?

Seller's discretionary earnings estimates the financial benefit available to one working owner, including the owner's compensation and benefits added back; EBITDA measures operating earnings before interest, taxes, depreciation and amortisation and usually supports comparison of manager-run companies. The correct measure depends on the size of the business, how it is run and the transaction structure, and both require documented adjustments. The guide on SDE versus EBITDA on this site works through examples.

How should I sell a $1 million-plus business confidentially?

Use an anonymous teaser without identifying details, pre-screen buyers, require non-disclosure agreements and evidence of funds, then release information in stages under rules you approve. Some buyers will need lease, franchise, licence and financing approvals before a transaction closes, each of which can surface the sale, so the sequence matters. The confidential exit review sets out the workflow for your business.

How long does it take to sell a $1 million business in Florida?

Commonly several months from preparation to closing, longer where SBA financing, franchisor consent or a licence transfer is involved and shorter where the records are in order and the buyer is strategic. The Florida business-for-sale market report on this site shows how long listed businesses are taking to sell today; we do not promise a timeline.

What documents do I need to sell my business?

Three years of financial statements and tax returns plus the current year, the add-back documentation, the lease, licences and permits, customer and supplier information, staff details, contracts, equipment and inventory lists, and the corporate records. The guide on documents needed to sell a business on this site lists them; the readiness checklist in the review tells you which of yours need work.

Do business buyers in Florida use SBA loans?

Many individual buyers do, which makes the lender's underwriting part of the sale: documented earnings that carry the debt service, a lease term the lender accepts, and an owner transition the lender is comfortable with. Seller financing of part of the price is also common and can widen the buyer pool; your attorney documents the terms. Consult a lender for what a buyer can borrow.

Can I sell a multi-location or franchise business?

Yes, with additional workstreams. A multi-location business is valued on unit economics and centralised costs, and each site's lease is assigned separately. A franchise sale requires the franchisor's approval of the buyer and a transfer under the franchise agreement, which sets the timeline. The review identifies the consents and the sequence for your business; the franchise pages on this site go into the franchisor side.

For Owners of $1M+ Businesses in Florida

Sell a Business Worth $1 Million+ in Florida: Make Sure Your Exit Strategy Reflects Its Value

You built the business. A buyer will look past the revenue to what it earns and how it runs without you.

A quiet terrace overlooking a marina and the city skyline at sunset

A serious buyer will examine sustainable earnings, customer concentration, owner dependence, staff, lease terms and financial records before the asking price means anything. Before speaking with buyers, understand the value drivers, the confidentiality options and the preparation behind a credible sale. BreakThru Realty's business brokerage division prepares that review privately for owners of Florida businesses with an estimated sale value of $1 million and up, and asking for it tells no one that you are considering a sale.

BreakThru Realty · Founder and Broker of Record: Tyson E. Sam, Florida License 3565210

Request My Confidential Business Exit Review · How the Confidential Sale Process Works

Learn What Drives the Value

Seller's discretionary earnings or EBITDA, the adjustments a buyer accepts, concentration, transferability and the lease: the method that fits your business and the figures it needs.

Be Ready Before a Buyer Asks

The records, contracts, licences and staffing a buyer and an SBA lender examine, and which of yours need work before anyone sees them.

Keep It Private

An anonymous teaser, screened buyers, a non-disclosure agreement and staged release of information, with the risks that remain stated honestly.

Before You Decide

Revenue is not the valuation

A business with $1 million in revenue and little sustainable cash flow may be worth far less than one with recurring earnings and minimal owner dependence. The earnings, documented and normalised, are what a buyer pays for.

The first buyer sets the tone

Information released before screening, or a price with no method behind it, reaches the market as a signal. Preparation and sequence protect both the price and the confidentiality.

Some risks cannot be removed

Confidentiality can be protected by process, not guaranteed. The review tells you which risks the workflow removes and which it only reduces, so the decision is informed.

What You Receive: Confidential Business Exit Review

A private conversation and a written review of what drives your business's value, what a buyer will ask to see, how confidentiality is kept and what preparation a credible sale takes, prepared by a licensed BreakThru Realty business broker.

Included once the broker has what the review needs

An owner goals interview: what you want from the sale, when, and what has to stay private
The valuation approach that fits your business, seller's discretionary earnings, EBITDA or assets, and the adjustments a buyer will accept and reject
A buyer and diligence readiness checklist: the records, contracts, licences, lease and staffing a serious buyer examines, and which of yours need work
The confidentiality workflow: anonymous teaser, buyer screening, non-disclosure agreement, staged release of information, and the risks that cannot be removed
The likely buyer types for a business of your size and sector, and how each will finance it
The representation steps, fee basis and what you would be agreeing to, in writing, before you decide anything

What it does not promise

A valuation without financial statements
Complete secrecy
An assured sale or price

Prepared by hand by a licensed BreakThru Realty broker; nothing is generated automatically and no figure for your own asset is published.

How the Sale Is Run

Review your goals, privately. What you want from the sale, when, who must not know, whether the real estate is part of it, and what you would do afterwards. Nothing is written down with the business's name until you say so.
Analyse the earnings and the risks. SDE or EBITDA with documented add-backs, customer and supplier concentration, owner dependence, staff, licences, the lease, equipment and the records a buyer will test.
Choose the method and the position. The valuation approach that fits, the preparation worth doing first, and the buyer types, individual, strategic, private equity or search fund, the business suits.
Prepare the business and the package. An anonymous teaser, a confidential information memorandum once the facts are verified and authorised, and the document and transfer checklist, lease, franchisor, licences, lender.
Market and screen. Buyers are screened, sign a non-disclosure agreement and show evidence of funds or financing before any identifying information is released, in stages you approve.
Negotiate and close. Letters of intent compared on price, structure, financing and certainty; due diligence coordinated; lease assignment, franchisor consent, licence transfer and lender workstreams managed with your attorney and CPA to closing.

Is a Business With $1 Million in Revenue Worth $1 Million?

No automatic relationship exists. A buyer considers earnings, operating risk, industry, concentration, staff, growth, lease and transferable assets. Enter your normalised earnings, the measure that fits and the multiple you assume, and the arithmetic shows an illustrative price and what would be left after debt. The multiple is your assumption, not a market benchmark.

As an illustration only: $420,000 of normalised SDE at an assumed 2.5 times is $1,050,000; $500,000 of EBITDA at an assumed 4.0 times is $2,000,000. The multiples are assumptions for the arithmetic, not current market benchmarks for any business.

An illustration with figures you enter, not an estimate of your property or business. BreakThru Realty does not publish a value for a specific asset; the review is prepared by a licensed broker and given to you in writing. The calculator on this page runs in your browser with the figures you enter and sends nothing anywhere.

How a $1 Million+ Business Is Valued

A $2 million asking price should be tested against sustainable earnings, the transaction method that fits the industry, debt, working capital, the assets included, buyer financing and transfer risk. For an owner-run business the measure is seller's discretionary earnings, the financial benefit available to one working owner, with documented add-backs; for a business run by a management team it is EBITDA, which supports comparison with other manager-run companies. Both require adjustments a buyer will accept, and a buyer will reject the ones that cannot be documented. The review identifies the method that applies to your business, the records it needs, and the information a buyer will request, in writing and to you only. It is a broker's review, not an appraisal, and BreakThru Realty does not publish a value for any business.

Who Buys $1 Million+ Businesses in Florida, and How They Pay

Individual buyers, often relocating or leaving a corporate career, who finance with an SBA loan and need the business to carry the debt service; strategic buyers in the same or an adjacent industry who pay for customers, contracts, licences and staff; private equity and search funds for businesses with a management team and recurring earnings; and, for franchises, approved operators the franchisor will accept. Each finances differently, each diligences differently, and each cares about different risks. An SBA lender, for instance, will underwrite the earnings, the lease term and the owner's transition; a strategic buyer will look at concentration and contracts first. The review names the buyer types your business suits and what each will want to see.

Keeping the Sale Confidential

The business is marketed without its name, location or identifying detail: an anonymous teaser describes the industry, the size and the earnings. A buyer who responds is screened, signs a non-disclosure agreement and shows evidence of funds or a financing plan before anything identifying is released, and information is released in stages you approve, with the most sensitive records last. Staff, customers, suppliers and competitors are not told, and tours are arranged as something other than a sale. What the process cannot do is make a sale invisible: a buyer who recognises the business from the teaser, a lender's inquiry, a landlord's consent request or a licence transfer can each surface it. The review sets out which risks the workflow removes and which it only reduces.

What a Buyer Will Ask to See

Three years of financial statements and tax returns and the current year to date, reconciled to each other; the add-backs with their documentation; a customer and supplier list with concentration; the lease and its assignment terms; the licences, permits and qualifiers the business runs on; the staff list with roles, tenure and what each knows; service contracts, recurring revenue and backlog; equipment, vehicles and inventory; and anything the owner does that nobody else can. The readiness checklist in the review tells you which of these are in order, which need work before anyone sees them, and which a buyer or lender will insist on. A business whose records survive diligence sells for more than the same business whose records do not.

The Business and the Building

If you own the premises, the business and the real estate are two assets with two buyer pools and often two prices. The business is valued on its earnings and transferability; the real estate on the lease it could carry or on comparable sales. Owners frequently net more by selling the building to an investor on a lease the business signs and the business to an operator, than by selling both to one buyer. If you lease, the remaining term, the options and the landlord's consent to assignment are part of the business's value and should be addressed before a buyer raises them. BreakThru Realty's commercial division handles the real estate side; your attorney and CPA advise on the structure and the tax consequences of each route.

What Representation Involves, and What It Costs

If you proceed after the review, representation means a written agreement setting out the scope, the valuation basis, the marketing and buyer-screening process, the confidentiality terms, the reporting you receive and the fee, which is negotiated with you and documented before anything is marketed; there is no standard fee and we do not describe one. While the business is marketed you receive a regular report of inquiries, screened buyers, information released and offers, without the business being named in anything public. BreakThru Realty is a licensed Florida real estate brokerage whose business brokerage division sells businesses as a licensed activity; it does not provide legal, accounting, appraisal or securities advice, and your attorney and CPA are part of every sale.

Before You Ask: The Objections Owners Raise

Will my employees, customers or competitors find out?: The workflow is built to stop that: an anonymous teaser, screened buyers under non-disclosure, information released in stages, tours arranged as something else, and no public mention of the name. It reduces the risk substantially; it cannot remove it entirely, because a buyer may recognise the business or a consent request may surface it. The review tells you which risks remain and when in the process each arises.
Is my revenue the valuation?: No. Buyers pay for sustainable, documented earnings, seller's discretionary earnings or EBITDA with add-backs they accept, read against the assets included, customer concentration, growth, transferability and the financing available to them. A business with high revenue and thin cash flow can be worth less than a smaller one with recurring earnings and little owner dependence.
Do I need a buyer before I list?: No, and a sale that starts from one unsolicited buyer usually starts at that buyer's price. Preparation first, then qualification of every buyer who responds, is what lets you compare offers on price, structure and certainty. If a buyer has already approached you, the review helps you test the approach before you answer it.
Do I have to share my financial statements publicly?: No. Nothing identifying is public. Statements go, in stages you approve, to buyers who have been screened, signed a non-disclosure agreement and shown evidence of funds or financing, through a secure method we give you. Please do not email statements to anyone, including us, until that method is in place.
What happens to the building or the lease?: If you own it, the real estate can be sold with the business, separately or kept and leased to the buyer, and the routes are priced differently; if you lease, the term, the options and the landlord's consent are part of the value and are addressed before a buyer raises them. Your attorney and CPA advise on the structure; BreakThru Realty's commercial division handles the real estate side.
What are the fees?: Negotiated with you and set out in the representation agreement before the business is marketed. There is no standard fee for a business sale and we do not quote one as customary; what you are told is the basis, when it is earned and what it covers.
Can I keep running the business while it is for sale?: Yes, and you should: buyers pay for a business that is performing, and a sale commonly takes months. The process is designed around that, with tours by arrangement, information requests batched, and the owner's time protected. The review sets out what the sale will ask of you and when.
What if I do not want to sell yet?: Then the review is the right first step rather than a listing. Many owners ask two or three years ahead to learn which earnings to document, which contracts to put in writing, which roles to delegate and which lease terms to fix, so the business is worth more and sells more easily when they do decide. There is no fee and no obligation.
How is selling a business different from selling its real estate?: The business is an operating asset valued on earnings and transferability and bought by an operator or an investor in businesses; the real estate is valued on income or comparable sales and bought by a property investor or an owner-user. They can be sold together, separately or in sequence, and the right route depends on the figures and the tax consequences, which your CPA advises on.

Request My Confidential Business Exit Review

The industry, the county, your own estimate of the sale value, where you are in the decision and the private way to reach you. Do not include the business's name. A licensed business broker acknowledges the request the same business day; please do not send financial statements until we give you a secure way to do so.

This is an online form on this page. It asks for your name and either an email address or a phone number, then: Industry; County; Your estimate of the sale value; Where you are; The private way to reach you. It does not ask for financial statements, a rent roll or any document.

Thank you. We received your request to discuss a potential business sale. Our first conversation focuses on your goals, timing and the information needed to assess value. Please do not email sensitive financial statements until we provide a secure method. You are not committing to list your business by requesting this discussion, and nothing about it is shared or published.

Prefer to talk? (786) 914-1017 · sales@breakthrurealty.com

Who Is Responsible, and What You Can Check

Responsible broker	Tyson E. Sam, Founder and Broker of Record, Florida real estate license 3565210
License verification	Florida Department of Business and Professional Regulation public license search
Market data	BeachesMLS and the public record; every published figure has a methodology
Research	BreakThru Realty Research: the monthly luxury, commercial and business-for-sale reports
What we do not publish	Testimonials, transaction counts, sales volumes or a value for your own asset

Questions Owners Search For

How does SDE differ from EBITDA when selling a business?: Seller's discretionary earnings estimates the financial benefit available to one working owner, including the owner's compensation and benefits added back; EBITDA measures operating earnings before interest, taxes, depreciation and amortisation and usually supports comparison of manager-run companies. The correct measure depends on the size of the business, how it is run and the transaction structure, and both require documented adjustments. The guide on SDE versus EBITDA on this site works through examples.
How should I sell a $1 million-plus business confidentially?: Use an anonymous teaser without identifying details, pre-screen buyers, require non-disclosure agreements and evidence of funds, then release information in stages under rules you approve. Some buyers will need lease, franchise, licence and financing approvals before a transaction closes, each of which can surface the sale, so the sequence matters. The confidential exit review sets out the workflow for your business.
How long does it take to sell a $1 million business in Florida?: Commonly several months from preparation to closing, longer where SBA financing, franchisor consent or a licence transfer is involved and shorter where the records are in order and the buyer is strategic. The Florida business-for-sale market report on this site shows how long listed businesses are taking to sell today; we do not promise a timeline.
What documents do I need to sell my business?: Three years of financial statements and tax returns plus the current year, the add-back documentation, the lease, licences and permits, customer and supplier information, staff details, contracts, equipment and inventory lists, and the corporate records. The guide on documents needed to sell a business on this site lists them; the readiness checklist in the review tells you which of yours need work.
Do business buyers in Florida use SBA loans?: Many individual buyers do, which makes the lender's underwriting part of the sale: documented earnings that carry the debt service, a lease term the lender accepts, and an owner transition the lender is comfortable with. Seller financing of part of the price is also common and can widen the buyer pool; your attorney documents the terms. Consult a lender for what a buyer can borrow.
Can I sell a multi-location or franchise business?: Yes, with additional workstreams. A multi-location business is valued on unit economics and centralised costs, and each site's lease is assigned separately. A franchise sale requires the franchisor's approval of the buyer and a transfer under the franchise agreement, which sets the timeline. The review identifies the consents and the sequence for your business; the franchise pages on this site go into the franchisor side.