Sell Your Florida Business With a Plan for Value and Confidentiality

The Short Answer

A business can have strong revenue and still be hard to sell: incomplete records, an owner who does work a buyer must replace, a lease near its end, a license that does not transfer or one customer who matters too much. Those are reasons to prepare before the business is marketed. At BreakThru Realty a licensed broker runs the sale under Tyson E. Sam, the broker of record.

The Risk of Looking for Buyers Before Preparing the Business

Picture a restaurant with $1,000,000 in annual sales. The figure means something, but it does not tell a buyer what the owner earns. What did food, payroll, occupancy and maintenance cost? Is the owner taking wages a replacement manager would need? Is the equipment near the end of its life? Does the landlord have to approve an assignment?

A buyer needs earnings that are documented and likely to continue, and a transition that works. The seller deserves to know which facts support the asking price before any sensitive information leaves the building.

An illustrative scenario, not a BreakThru Realty transaction.

How a Confidential Sale Moves From First Call to Closing

1. Confidential discovery. What you want from the sale, what is being sold and who must not find out. Nothing is marketed at this stage.
2. Normalize the financials. Statements and tax returns are reconciled, and the owner's pay, one-time costs and capital needs are set out so a buyer can follow the earnings.
3. An asking strategy supported by evidence. A price is reasoned from the earnings, the assets and comparable sales, not taken from a multiple of revenue.
4. Marketing without the name. The business is described by industry, region and size. Its name and address are held back.
5. Non-disclosure and buyer qualification. A buyer signs a non-disclosure agreement and shows the ability to complete a purchase before identifying details are released.
6. Diligence and approvals. The buyer verifies the records. The landlord, any franchisor, licensing bodies and the buyer's lender each have their own approval.
7. Closing. Attorneys prepare the purchase agreement. Inventory, working capital and the transition are settled as the agreement provides.

A Seller's Preparation Checklist

These are the categories a buyer's review normally covers. Gathering them early shows what supports the price and what needs attention first.

What is being sold

• Assets, inventory and equipment, with what is owned and what is leased or financed
• The trade name, intellectual property, customer relationships and contracts
• Whether it is a sale of assets or of ownership interests: an attorney and a CPA advise on that

What supports the price

• Three years of statements and tax returns that agree with each other
• The owner's role, pay and benefits, and what replacing that work would cost
• One-time or personal expenses, each with a document behind it
• Capital the business will need soon

Who sees what, and when

• What may appear in an unnamed summary
• What is released only after a signed non-disclosure agreement
• What a buyer must show before sensitive records are opened

What can stop a closing

• The lease: its remaining term, and whether assignment needs the landlord's consent
• Licenses and permits, and whether they transfer
• Franchise approval, staff transition and contracts that need consent

A Seller's Net Worksheet

Work from the price to what you would keep before tax. Brokerage compensation is whatever your own agreement says, so the worksheet leaves it for you to enter. The example is hypothetical.

Formula. Proceeds before tax = sale price − brokerage compensation − business debt paid at closing − legal, escrow and closing costs − any working-capital true-up.

Hypothetical figures, not a quote and not a tax calculation. A CPA works out what the sale means for your taxes, which depends on how the deal is structured. The calculator on this page runs in your browser with the figures you enter and sends nothing anywhere.

Industries Beyond the Six With Their Own Pages

Restaurants, retail stores, salons and spas, automotive, home services and franchise resales each have a page in this section. The same confidential process applies to other industries; where the brokerage has a service page for one, it is linked.

• Laundromats: Equipment age, utility costs and the lease drive the review.
• Manufacturing: Equipment, customer concentration and the facility.
• Logistics and trucking: Contracts, fleet condition and authority to operate.
• Dental and medical practices: Licensing limits who may own a practice, so a specialist attorney is involved early.
• E-commerce: Traffic sources, supplier terms and how much depends on one channel.
• Childcare, fitness, car washes, distribution and construction: No dedicated page. Tell us the industry on the form and the conversation starts from how that business earns its income.

Business Sales, by Property or Industry

• Restaurants & Food Businesses: A full dining room is not proof of earnings. What a buyer reconciles, and the lease, license and equipment facts to settle first.
• Retail Stores: Inventory, gift cards, suppliers and the lease change a retail deal more than headline sales do. Settle them before the first offer.
• Salons & Spas: Clients follow people. Show a buyer which income belongs to the business and which could leave with a professional.
• Automotive & Repair: Lifts, technicians, waste records and the right site. A buyer tests whether the shop keeps working after the owner changes.
• Home-Service Companies: Customers, crews and a license that must outlast the owner. How a buyer tests whether a service company keeps working.
• Franchise Resales: The buyer agrees a price; the franchisor decides whether the transfer happens. Read the agreement before you market.

Questions Worth Asking First

How do I sell a business without telling employees too early?

By controlling what is published and who sees the rest. The business is described without its name or address, by industry, region and size. A buyer who wants more signs a non-disclosure agreement and shows the ability to complete a purchase before identifying details or records are released. Showings and meetings are arranged outside business hours. No process removes every risk of a leak, so decide with your broker and your attorney when key employees will be told, and what they will be told, before the business is marketed.

How is a private business valued?

From what it earns for an owner, what it would take to keep earning it and what comparable businesses have sold for. For an owner-run company the usual measure is seller's discretionary earnings: profit plus the owner's pay and documented one-time or personal expenses. For a company run by managers it is usually EBITDA. The assets, the lease, customer concentration and how much depends on the owner all move the figure. A valuation is a reasoned estimate built on evidence. It is not a fixed multiple of revenue, and a broker's opinion is not a certified appraisal.

What is included in a business sale?

Whatever the purchase agreement lists. That commonly covers equipment, furniture and fixtures, the trade name, the phone number and website, customer relationships, assignable contracts and the right to take over the lease. Inventory is often counted and priced separately at closing. Cash, receivables and the business's debts usually stay with the seller in an asset sale, though deals differ. Real estate the owner holds is a separate decision. An attorney and a CPA should advise on the structure, because it changes what transfers and how the sale is taxed.

What costs should an owner budget for when selling?

There is no single figure. Brokerage compensation depends on the agreement you negotiate and sign. Beyond it, plan for an attorney, an accountant to prepare the records and advise on tax, closing or escrow charges, the payoff of business debt and equipment loans, any transfer or assignment fees a landlord or franchisor charges, and tax on the sale. A seller's net worksheet built on your own terms, like the one on this page, shows the order of magnitude. Do not assume a standard percentage for any line.

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.

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: Sell your business confidentially.

Discuss a Confidential Business Sale

Share only what you are comfortable sharing: the industry, the area and a broad range. A licensed BreakThru Realty broker replies within one business day, the way you ask to be reached, to talk through what a buyer will want documented and how the sale stays private. No statements or tax returns are requested through this form.

The form asks for: Industry; Anything else about the business (optional); City or county; Annual revenue; Owner earnings or EBITDA; How should we reach you?; Timing; 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 and is treated as confidential. A licensed broker replies within one business day, the way you asked to be reached. Nobody at the business is contacted, and nothing is marketed unless you decide to go ahead.

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

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• How much is my business worth?
• SDE and EBITDA compared
• Business broker fees
• Sell a $1 million+ business confidentially
• The Florida Business-for-Sale Market Report
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