How the broker of record leads it
Buy the Business Behind the Listing, Not the Listing Description
A profitable-looking business is a starting point, not a decision. Before you commit capital, learn what cash flow is documented, which employees and licenses the operation needs, how the lease transfers and what working capital stays in the business.
Build My Business Acquisition Shortlist · Browse Florida Businesses for Sale
The Short Answer
A listing tells you what a seller wants to receive. A buyer's work is to establish what the business really produces, what must be invested to run it and which risks continue after the seller hands over the keys. That starts with your own goals and capital, then screening, verification and professional diligence. At BreakThru Realty a licensed broker works with buyers under Tyson E. Sam, the broker of record.
A Business That Earns Money and a Business That Supports a New Owner
Suppose a small service company is advertised with $350,000 in seller's discretionary earnings. That number may reflect the owner's benefit plus certain adjustments. It does not tell you whether you will need a $120,000 general manager, whether aging equipment has to be replaced or whether customers will leave when the owner does.
A careful buyer reviews each adjustment the seller claims, the seller's actual role, how much revenue recurs, how stable the staff is, the capital the business will need and the value of the contracts that legally transfer. A high earnings figure is where the questions start.
A hypothetical example. It is not a real listing or a verified figure.
From an Acquisition Brief to a Closing
Write the brief before browsing hundreds of listings. Are you buying a job, managing a team, expanding a company you own or acquiring cash flow as an investment? Each is a different search.
- Goals and capital. The capital you have, how you expect to pay, the industry, how far you will travel, the time you will give it and the income you need. For anything about a loan, consult a lender.
- Screen. Industry fit, location, asking price, the seller's broad earnings claim and the reason for selling.
- Confidentiality and qualification. You sign a non-disclosure agreement and show the ability to complete a purchase before a business is identified to you.
- Preliminary financial review. Statements, tax returns and the seller's adjustments are read together to see whether the earnings claim holds up.
- Letter of intent. Price, structure, what is included, the conditions and the time allowed for diligence are put in writing.
- Professional diligence. An accountant tests the numbers and an attorney the contracts, the lease and the licenses. The landlord and any franchisor are approached for consent.
- Closing and transition. The conditions are satisfied, working capital and inventory are settled and the seller's handover begins.
A Fifteen-Point Diligence Matrix
What to verify before closing, and who normally verifies it.
| Area | What to verify | Who checks it |
|---|---|---|
| Financial statements | That three years of statements agree with the tax returns | Your accountant |
| Bank deposits | That deposits support the revenue reported | Your accountant |
| Add-backs | A document behind every adjustment to earnings | Your accountant |
| Owner's role | The hours and tasks, and what replacing them costs | You, with the seller |
| Payroll | Who is employed, at what pay, and how they are classified | Your accountant and attorney |
| Lease | Remaining term, rent increases, options and assignment terms | Your attorney |
| Landlord consent | Whether assignment or a new lease is available, and on what conditions | Your attorney and broker |
| Assets | What is owned, its condition and any liens against it | You, with a lien search |
| Inventory | Quantity, age and how it is priced at closing | You, at a count |
| Working capital | What stays in the business and what the seller keeps | Your accountant |
| Licenses and permits | Which are needed and whether they transfer | Your attorney |
| Customer concentration | How much revenue depends on the largest customers | You, from the records |
| Contracts | Which need consent to assign | Your attorney |
| Financing | The terms a lender will offer and what the lender requires | Your lender |
| Transition | Training, introductions and any agreement not to compete | Your attorney, with the seller |
Questions to Ask Before You Make an Offer
About the earnings
- Which documents support the earnings in the listing?
- Which adjustments has the seller made, and why?
- What would it cost to replace the work the owner does?
About what you are buying
- Which assets are included, and is real estate part of it?
- What working capital and inventory come with the business?
- What is the status of the lease and the licenses?
About what has to be approved
- Does the landlord, a franchisor or a licensing body have to approve you?
- Which contracts need consent to transfer?
- How long will the seller stay, and on what terms?
Questions Worth Asking First
- How does working with a broker as a business buyer function?
- Start by asking which relationship the brokerage will have with you, and get the answer in writing. In Florida a brokerage commonly acts as a transaction broker, giving limited representation to both sides of a sale, unless a different relationship is established. Ask who pays the brokerage and when. In practice the broker helps you define what you are looking for, brings businesses that fit, handles the non-disclosure step, relays information and coordinates the offer and the approvals. Your accountant and attorney do the financial and legal diligence.
- What is the difference between seller's discretionary earnings and EBITDA?
- Seller's discretionary earnings, or SDE, is used mostly for smaller owner-run businesses: profit plus the owner's pay and benefits and certain one-time or personal expenses. EBITDA is earnings before interest, taxes, depreciation and amortization, and suits companies run by managers, because it already includes the cost of running the business. Which fits depends on the company and the deal. Neither is the cash a buyer takes home. That comes after loan payments, a salary for whoever replaces the owner, taxes and the capital the business needs.
- What documents should a buyer review before closing?
- Three years of financial statements and tax returns, bank statements, sales tax filings, the payroll records, the lease and every amendment, equipment lists with any liens, the main customer and supplier contracts, licenses and permits, insurance and, for a franchise, the franchise agreement and disclosure document. Read them with an accountant and an attorney. The aim is to confirm that the earnings in the listing are documented, that what you are paying for transfers to you and that nothing owed by the seller follows the business.
- What happens when the business lease cannot be assigned?
- Then the location is not something the seller can deliver alone. Many leases require the landlord's written consent to an assignment, and a landlord may ask for a new personal guaranty, a higher deposit or new terms. Sometimes a new lease is negotiated instead. If neither is available, the business may have to move, which changes what it is worth. Check the lease with an attorney early and make the landlord's consent a condition of your offer, so you are not committed to a business that cannot stay where it trades.
Who Does What
- A licensed BreakThru Realty broker runs the engagement: the conversations with you, the marketing and the buyers or sellers on the other side.
- Tyson is the broker of record: the licensed Florida broker accountable for the brokerage and every agent under it. He reviews the offers, contracts and closing statements that move through the company.
- In Florida, selling a business for someone else for a fee is real estate brokerage, so business sales run under the same brokerage license and the same broker supervision as property sales.
| Broker of record | Tyson E. Sam, Founder and Broker of Record, BreakThru Realty |
|---|---|
| Florida real estate license | 3565210 |
| Also listed as | Tyson Sam, the spelling in MLS records and on the listing sites they feed |
| Brokerage | BreakThru Realty LLC, a licensed Florida real estate brokerage |
Brokerage compensation is negotiable and is agreed in writing before any work is marketed. No fee or rate on this page is a standard one.
BreakThru Realty is a real estate brokerage. It does not give legal, tax, lending, engineering or appraisal advice: an attorney, a CPA, a lender, an inspector or an appraiser answers those questions, and a broker's opinion of value is not an appraisal.
A business for sale is described without naming it. Its name, location and financial records are released to a buyer only after a signed non-disclosure agreement and a review of the buyer's ability to complete the purchase. No process removes every risk of a leak, so what is shared and when is agreed with the owner first.
This Page Explains the Thinking. The Service Page Does the Work.
What the brokerage does for you, step by step, and how to start is on its own page: Businesses for sale.
Every figure on this page is an illustration: arithmetic on assumed inputs, shown so the reasoning can be followed. None is market data, a comparable sale, an appraisal, a forecast or the result of a BreakThru Realty transaction.
Build Your Business Acquisition Shortlist
Tell us the kind of business you want to own, where, and the budget you are working with. A licensed BreakThru Realty broker replies within one business day to go through businesses on the market that fit and what to verify before an offer. Financial details of a listing are released after a non-disclosure agreement.
The form asks for: Industry or type of business; Purchase budget; Preferred counties or cities; How you expect to pay; Timing; Your experience; then your name, an email address or a phone number, and your consent to be contacted about the request. It asks for no documents.
Your request is with BreakThru Realty. A licensed broker replies within one business day to go through businesses for sale that fit your brief and how to screen them. A listing's financial details are shared after a signed non-disclosure agreement.
Prefer to talk? (786) 914-1017 · sales@breakthrurealty.com