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Below you'll find answers on valuation (SDE, multiples), broker fees, the sale timeline, confidentiality, Florida tax treatment, and life after the sale.
Most Florida small businesses are valued as a multiple of Seller's Discretionary Earnings (SDE) — your net profit plus your salary, benefits, and any personal expenses run through the business, plus interest, depreciation, and one-time costs. Businesses under about $5M in revenue use SDE; larger businesses with a management team in place use EBITDA instead. In 2026, most owner-operated Florida businesses sell in the 1.5x–3.5x SDE range, though certain industries (HVAC, car washes, pest control) trade higher, and others (independent restaurants, retail) trade lower. KMF provides a free valuation as part of every consultation.
SDE (Seller's Discretionary Earnings) is the true cash benefit a single owner-operator gets from the business in a year — it adds back things your accountant deducted for tax purposes (owner salary, personal vehicle, one-time legal fees, depreciation) that a buyer doesn't actually lose when they take over. Buyers, SBA lenders, and brokers all price a deal off SDE, not your net income line. Clean, well-documented add-backs directly raise your sale price.
The best time to sell is when your financials are strong for 2-3 consecutive years, not when you're burned out or forced to. Florida's population growth, tourism economy, and steady buyer demand (including relocating out-of-state buyers and SBA-financed first-time buyers) have kept Main Street deal volume healthy. Personal readiness, industry trends, and interest rates all factor in — a broker can tell you where your specific business and industry stand today.
Three years of clean, tax-return-matching financials; reducing owner dependency (documented systems, a manager who isn't you); diversifying your customer base so no single client is a large share of revenue; and recurring or contract revenue. These are the same things SBA underwriters and buyers scrutinize in due diligence — fixing them before you list, not after an offer, protects your price.
Most Florida business brokers charge a success fee of 8%–12% of the sale price for businesses under $1M, paid only at closing. Larger deals (roughly $1M–$10M+) often use a tiered "Lehman-style" scale where the percentage drops as the price climbs — for example 10% on the first $1M, 8% on the next $1M, and so on. Some brokerages also charge a minimum fee ($15K–$25K) if the sale price is small. There's typically no upfront fee — you pay when the deal closes.
With a standard success-fee agreement, no — you owe nothing unless a sale closes. Some brokers charge a modest retainer for marketing costs on larger engagements; ask upfront and get the fee structure in writing before signing a listing agreement.
Yes, but most owners underprice their business, expose confidential details too early, or spend so much time on the sale process that the business's performance suffers right when a buyer is evaluating it. A broker screens buyers, keeps your name and identity confidential until an NDA is signed, and manages negotiation so you can keep running the business.
Your broker fields every inquiry, qualifies the buyer's financial capacity and seriousness, and only shares your business's identity after an NDA is signed. You're not fielding calls from browsers or tire-kickers.
Most well-priced, well-prepared businesses sell in 6-9 months from listing to closing; the number KMF quotes as a rough benchmark is 90 days to a signed offer, with closing following after due diligence and (if applicable) SBA loan underwriting. Underpriced, poorly documented, or niche businesses can take longer.
At minimum: 3 years of financial statements or tax returns, a current P&L and balance sheet, a list of assets/equipment, lease terms (if applicable), an organizational chart or key-employee list, and any material contracts (customer, vendor, franchise). Your broker will tell you exactly what's needed for your industry and deal size.
An LOI is a non-binding written offer that outlines price, structure, and key terms before a buyer starts formal due diligence. Once you accept an LOI, the buyer typically has 30-60 days to verify your financials, contracts, and operations before signing a binding Asset Purchase Agreement (APA) and moving to closing.
The buyer (and, if SBA financing is involved, the lender) verifies your financials, reviews contracts, leases, and licenses, and may interview key staff. This is where clean books and documented add-backs pay off directly — the fewer surprises, the faster this stage moves.
Yes, but visits are scheduled discreetly, only after a buyer has signed an NDA and shown serious financial capacity, and are timed to avoid tipping off employees, customers, or competitors.
Your identity and specific business details stay confidential until a qualified buyer signs an NDA. Buyer-facing marketing describes the business generically (industry, location, revenue range) without naming it. Most owners wait until the sale is finalized, or very close to closing, before telling staff — unless retaining a key employee is part of the deal terms.
Florida has no state income tax, so you won't owe Florida capital gains tax on the sale — but federal capital gains tax still applies, and how much depends heavily on whether the deal is structured as an asset sale or a stock sale. This is a conversation to have with a CPA or M&A attorney before you sign an LOI, since deal structure can significantly change your after-tax proceeds.
Most Main Street deals in Florida are structured as asset sales, which buyers prefer because it limits their exposure to your company's past liabilities. Sellers often prefer stock sales because part of the gain can qualify for capital gains tax treatment rather than ordinary income. The right structure depends on your entity type, goodwill allocation, and tax situation — this is why a CPA should review the deal terms alongside your broker.
Yes — seller financing (where you finance part of the purchase price and the buyer pays you back over time, often 3-5 years) is common on Main Street deals and can widen your buyer pool and support a stronger sale price. It's not mandatory, and your broker can structure it so it's secured and protects you if the buyer defaults.
Many will — SBA 7(a) loans are the most common financing tool for buyers acquiring Florida small businesses, and they generally require the seller's financials to be clean, tax-return-matching, and well-documented. An SBA-financed deal takes a bit longer to close (due to lender underwriting) but expands your pool of qualified buyers significantly.
Yes, a non-compete (and non-solicitation) agreement covering a defined time period and geographic radius is standard in nearly every business sale — it protects the value the buyer just paid for. Your broker and attorney will negotiate reasonable, enforceable terms under Florida law.
A standard transition period is around 30 days of hands-on training, though this is negotiable based on the complexity of the business and the buyer's experience level — some deals include a paid consulting period beyond the initial training window.
Generally yes, as long as it falls outside the scope, industry, and geography defined in your non-compete agreement. This is negotiated as part of the purchase agreement, so review the terms carefully before signing.
This depends on deal structure and buyer intent — some buyers retain the full team, others bring in their own management. Your broker and attorney can help you negotiate employee retention terms as part of the sale if that matters to you.
KMF sells small to mid-sized businesses across Florida in industries including HVAC, plumbing, restaurants, healthcare and dental, salons, automotive, pest control, construction, distribution, education, and franchises — statewide, from Miami and Fort Lauderdale to Tampa, Orlando, and Jacksonville.
Contact KMF Business Advisors for a free consultation and expert guidance throughout your business buying or selling journey.
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