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Choosing a business broker is one of the most important decisions you’ll make when selling your business. The right broker will help you achieve maximum value, protect your confidentiality, and close the deal efficiently. The wrong one will waste your time, undervalue your business, and leave you frustrated. Here’s how to evaluate your options in St. Augustine and Northeast Florida.

What Does a Business Broker Actually Do?

A business broker acts as your agent throughout the sale process. Key responsibilities include:

• Valuing your business and advising on asking price
• Preparing marketing materials (confidential business review, blind profile)
• Marketing the business to qualified buyers while maintaining confidentiality
• Vetting and qualifying buyers before sharing your information
• Managing buyer NDAs and information flow
• Negotiating offers and deal terms on your behalf
• Coordinating due diligence and managing the transaction to closing
• Working with attorneys, accountants, and lenders involved in the deal

Questions to Ask Any Broker Before Signing

How Many Businesses Have You Sold in This Area?

Local market experience matters. A broker who has sold businesses in St. Augustine and Northeast Florida understands local buyer pools, industry dynamics, and the nuances of the regional market. Ask for specific examples — not just general claims.

How Will You Value My Business?

Be wary of brokers who give you a valuation without reviewing your financials. A credible valuation requires a detailed review of your tax returns, P&Ls, and add-backs. A broker who tells you your business is worth a number before seeing the numbers is telling you what you want to hear — not what’s accurate.

How Will You Market My Business?

Ask specifically: where will the listing be posted? What buyer databases does the broker have access to? How do they reach financial buyers, strategic buyers, and individual buyers? A broker with a large proprietary buyer database can create competition; a broker who just posts on one website cannot.

What Are Your Fees and Listing Agreement Terms?

Most business brokers work on success-based commissions — typically 8%–12% of the sale price for smaller businesses, declining to 5%–8% for larger deals. Be cautious of brokers who charge large upfront fees or who require very long exclusive listing periods (more than 12 months) without performance benchmarks.

Will You Be My Primary Contact?

Some brokerages hand your listing off to junior staff after signing. Make sure you know who will actually be managing your deal — and that you’ll have direct access to that person throughout the process.

Red Flags to Watch For

• Unrealistically high valuations designed to win your listing (known as “buying the listing”)
• No verifiable track record of closed transactions
• Pressure to sign immediately without time to review the listing agreement
• Lack of a clear marketing plan
• No process for maintaining confidentiality
• Large upfront fees before any buyers are found

Why Local Expertise Matters in St. Augustine

St. Augustine is a unique market — a historic tourist destination with a growing local economy, a specific demographic profile, and real estate dynamics that influence how businesses are valued and sold here. A broker with deep local roots understands how the St. Johns County economy works, who the active buyers are, and how to position your specific business for the strongest result.

If you’re evaluating business brokers in St. Augustine or Northeast Florida, I welcome the conversation. I’ll tell you exactly how I work, what I’ve sold, and how I’d approach your specific business — with no pressure and no obligation.

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Franchise businesses are bought and sold regularly throughout Florida — but valuing them is different from valuing an independent business. If you own a franchise in St. Augustine or Northeast Florida and are thinking about selling, here’s what you need to know about how buyers and brokers approach franchise valuations.

How Franchises Are Different From Independent Businesses

A franchise buyer is purchasing two things: the business operations and the right to use the franchise system. That second component — the franchise agreement — introduces complexities that independent business sales don’t have.

• Franchisor approval — Most franchise agreements require the franchisor to approve any transfer of ownership. The buyer must meet the franchisor’s financial and operational qualifications
• Transfer fees — Franchisors typically charge a transfer fee (often $5,000–$50,000 depending on the brand)
• New franchise agreement — The buyer may receive a new franchise agreement rather than assuming yours — potentially with different terms, royalty rates, or territory restrictions
• Remaining term — How many years are left on your franchise agreement significantly affects value

How Franchise Businesses Are Valued

Most franchise businesses are valued using the same SDE or EBITDA multiple approach as independent businesses — but the multiples and methodology are influenced by franchise-specific factors:

Brand Strength

A well-known national franchise (think a major fast food brand or nationally recognized service franchise) will command higher multiples than a regional or lesser-known brand. Buyers pay for the recognition, systems, and support that a strong brand provides.

Remaining Franchise Agreement Term

If your franchise agreement has many years remaining (or the franchisor typically grants renewals easily), that’s a positive. If the term is short and renewal is uncertain, buyers will discount accordingly — because they’re not sure how long they’ll have the right to operate.

Unit Economics

How does your unit’s performance compare to system averages? A franchise location performing above average is more valuable; an underperformer is harder to sell. Franchisors often provide Item 19 financial performance representations in their FDD — buyers will compare your numbers to those benchmarks.

Territory Protections

Does your franchise agreement grant exclusive or protected territory? Strong territory protections enhance value; no-territory or encroached territories reduce it.

The Resale vs. New Unit Question

Buyers comparing a resale (buying your existing franchise) vs. buying a new franchise from the franchisor will weigh: the cost difference, the ramp-up time for a new unit, and the track record of your existing operation. A profitable franchise with a documented history is typically worth a premium over an unproven new unit — even if the sticker price is higher.

Working With a Broker on Franchise Sales

Franchise resales require a broker who understands both the M&A process and the specific franchisor’s transfer requirements. The franchisor’s approval process runs parallel to the buyer’s due diligence — coordinating both timelines is essential to a smooth closing.

If you own a franchise in St. Augustine or Northeast Florida and are thinking about selling, I can help you understand what your unit is worth, how to position it for qualified buyers, and how to navigate the franchisor approval process efficiently.

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Healthcare businesses — medical practices, dental offices, physical therapy clinics, home health agencies, and other health-related operations — are among the most complex to sell. They’re also among the most valuable. If you own a healthcare business in Northeast Florida, here’s what you need to know.

Why Healthcare Business Sales Are Complex

Healthcare businesses face regulatory, licensing, and structural requirements that most other businesses don’t. Key complexities include:

• Professional licensing requirements — Many healthcare businesses require the owner or clinical staff to hold active Florida professional licenses (MD, DO, DDS, PT, etc.)
• Corporate practice of medicine laws — In Florida, only licensed physicians can own medical practices in certain structures, which limits who can be a buyer
• Medicare/Medicaid enrollment — Government payer participation is tied to the individual provider and must be re-enrolled under new ownership
• HIPAA compliance — Patient data and records require careful handling during any ownership transition
• Payer credentialing — Insurance credentialing for the new owner can take 90–180 days, affecting revenue during the transition

Who Can Buy a Florida Medical Practice?

Florida’s laws restrict ownership of some healthcare entities. For medical practices, the buyer must typically be a licensed physician or a properly structured entity (like a professional association or PA). However, Management Services Organizations (MSOs) and private equity groups have developed compliant structures that allow non-physician investors to effectively acquire healthcare practices while remaining within Florida law.

Dental practices, optometry practices, and many ancillary healthcare businesses have different ownership rules — some more flexible than physician practices. Understanding which rules apply to your specific practice type is essential before going to market.

How Healthcare Businesses Are Valued

Healthcare business valuations depend heavily on the practice type, payer mix, and revenue model:

• Fee-for-service practices: Often valued on 1x–2x annual collections or 3x–5x EBITDA
• Recurring/subscription models (concierge medicine, membership dental): Higher multiples due to revenue predictability
• Home health and ancillary businesses: Valued on EBITDA multiples, heavily dependent on Medicare/Medicaid vs. private pay mix

Key value drivers include the payer mix (higher private pay = higher value), patient volume and retention, clinical staff quality, and whether the practice can operate without the founding physician.

Planning Your Exit Timeline

Healthcare practice sales take longer than most business sales — plan for 12 to 18 months from decision to close. The payer credentialing process alone can add 90–180 days to the transition period. Starting the planning process early gives you the most options and the cleanest outcome.

Key steps to take 12+ months before selling:

• Get a professional practice valuation
• Review your payer contracts for assignment provisions
• Document clinical workflows and reduce personal dependence
• Ensure HIPAA compliance and records management are in order
• Consult with a healthcare attorney on the deal structure options for your practice type

If you own a healthcare business in St. Augustine or Northeast Florida and are thinking about your exit, I work with specialized healthcare M&A advisors and attorneys to help practice owners navigate this complex process. Let’s start with a confidential conversation.

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When you run your own business, it’s common — and perfectly legal — to run personal expenses through the company, pay yourself a below-market salary, or carry costs that wouldn’t exist under new ownership. When it comes time to sell, these items need to be identified and added back to show what the business actually earns. That process is called recasting — and it can significantly increase the value of your business.

What Does Recasting Mean?

Recasting — also called normalizing or restating — is the process of adjusting your financial statements to reflect the true economic earnings of the business as it would operate under typical ownership conditions. The goal is to calculate Seller’s Discretionary Earnings (SDE), which is the most commonly used metric for valuing small businesses.

SDE starts with your net income and adds back:

• Your owner’s salary and compensation
• Personal expenses run through the business (vehicle, phone, travel, health insurance, life insurance)
• One-time or non-recurring expenses (legal settlement, equipment purchase, flood damage, etc.)
• Depreciation and amortization
• Interest expense
• Any above-market rent paid to a related party
• Non-cash expenses

Why Recasting Matters So Much

Since most small businesses are valued as a multiple of SDE (typically 2x to 4x), every dollar you can legitimately add back to SDE increases the value of your business by that multiple.

Example: If your business shows $150,000 in net income on paper but you have $80,000 in legitimate add-backs, your recast SDE is $230,000. At a 3x multiple, that’s the difference between a $450,000 valuation and a $690,000 valuation — a $240,000 difference in asking price.

Common Add-Back Items

Owner Compensation

If you pay yourself $120,000 per year as the owner, that salary is added back to SDE — because the buyer will replace you and pay themselves from the earnings. This is the largest add-back in most small business sales.

Personal Expenses

Personal vehicle costs, cell phones, personal travel, owner health and life insurance premiums, and similar items that wouldn’t continue under new ownership are legitimate add-backs. These need to be documented and supported with evidence.

One-Time Events

If you had a legal expense, equipment replacement, or other unusual cost in a particular year, it can be added back if it truly was a one-time, non-recurring event. Buyers will scrutinize these carefully.

Family Member Salaries

If you pay a family member above or below market rate, the difference can be normalized. If your spouse is on payroll at $80,000 but the role would cost $40,000 to replace, the $40,000 difference is an add-back.

What Buyers Will Challenge

Not every add-back will be accepted without scrutiny. Buyers and their advisors will question:

• Add-backs without supporting documentation
• “One-time” expenses that appear in multiple years
• Inflated personal expense add-backs that seem disproportionate
• Revenue or income that can’t be verified in bank statements

The key is to only add back legitimate, documentable items — and be prepared to defend every one of them with receipts, bank records, or tax documentation.

Getting Help With Recast Financials

Preparing a professional recast income statement is one of the first things I do with sellers before listing a business. Done correctly, it presents your business in the most favorable — and defensible — light to buyers and their lenders.

If you’re selling a business in St. Augustine or Northeast Florida, let’s talk about what your recast earnings look like and how they translate to a valuation.

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Florida’s construction and contracting sector has been booming — and experienced buyers know it. If you own a general contracting, specialty trade, or construction-related business in Northeast Florida, there’s strong demand for what you’ve built. Here’s how to position your business for a successful sale.

What Makes Construction Businesses Attractive to Buyers

Florida’s continued population growth and development pipeline make construction businesses highly sought after. Buyers are attracted to:

• Strong revenue with high deal values
• Recurring relationships with developers, GCs, or property managers
• Licensed, skilled workforce that’s hard to build from scratch
• Florida contractor licenses that have real value and take time to obtain

Unique Challenges in Construction Business Sales

Contractor Licensing

Florida contractor licenses are held by individuals, not businesses. A Certified General Contractor or specialty trade license is tied to the qualifier — meaning the buyer either needs their own license or must find a qualifying agent. This is one of the most significant transition challenges in construction business sales and must be addressed in the deal structure.

Revenue Concentration

Many construction businesses have high revenue concentration — a few large clients, developers, or GC relationships that drive the majority of work. Buyers will carefully evaluate whether those relationships will survive the ownership transition. Sellers who can document that business relationships are with the company (not personally with the owner) are in a much stronger position.

Backlog and Work in Progress

Buyers will want to see your current backlog of contracted work — it provides visibility into near-term revenue and reduces transition risk. A strong backlog at the time of sale is one of the most compelling value drivers in a construction deal.

Equipment and Asset-Heavy Balance Sheets

Construction businesses often have significant equipment — trucks, trailers, tools, and heavy machinery. Buyers need to understand the condition, age, and remaining useful life of these assets. Equipment that’s well-maintained and recently serviced adds value; deferred maintenance creates negotiating leverage for buyers.

How Construction Businesses Are Valued

Construction businesses are typically valued on SDE multiples for smaller operations (under $1M SDE) or EBITDA multiples for larger ones. Multiples range widely — from 2x to 5x — based on:

• Revenue and earnings consistency
• Quality and transferability of the contractor license
• Client diversification and backlog strength
• Workforce stability and key employee retention
• Equipment condition and value
• Geographic concentration and growth market position

Preparing to Sell Your Construction Business

• Start 12–24 months early — licensing transitions take time to plan
• Document your client relationships and ensure they’re with the company, not just you personally
• Build and document a backlog of contracted work
• Get your equipment appraised and address deferred maintenance
• Clean up your financials — separate personal expenses from business expenses
• Identify a clear plan for the licensing qualifier transition

If you own a construction or contracting business in St. Augustine or Northeast Florida and are thinking about selling, let’s talk. I work with trade and construction business owners to navigate the unique challenges of these transactions and find the right buyers.

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St. Augustine’s historic district and thriving tourist economy make it one of the most interesting retail markets in Northeast Florida. If you own a retail business here and are thinking about selling, here’s what you need to know about the process — and how to get the best outcome.

What Makes Retail Businesses Unique to Sell

Retail businesses have characteristics that set them apart from service businesses or manufacturing operations:

• Significant inventory — Inventory value can be substantial and is usually negotiated separately from the business value
• Location is everything — A good lease in a high-traffic location can be the most valuable asset in the deal
• Seasonality — Many St. Augustine retail businesses see significant seasonal swings tied to tourism
• Thin margins — Retail margins are often tight, which means SDE multiples tend to be at the lower end
• Customer loyalty vs. foot traffic — Businesses that depend on tourist foot traffic are valued differently than those with loyal local repeat customers

How Retail Businesses Are Valued in St. Augustine

Most retail businesses are valued using Seller’s Discretionary Earnings (SDE) at a multiple of 1.5x to 3x, depending on:

• Revenue consistency and growth trend
• Lease quality (length, rent-to-revenue ratio, assignability)
• Whether the concept is easy to replicate by the buyer
• Strength of online presence and e-commerce revenue
• Inventory freshness and turnover
• Tourism vs. local customer mix

Inventory is typically valued separately — either at cost or at agreed fair market value — and added to the business price. The exact methodology is negotiated in the purchase agreement.

The Lease Is Critical

For St. Augustine retail, your lease is often the deal. A well-located shop in the historic district with favorable rent and years of remaining term is highly attractive. A lease that’s expiring, at above-market rent, or with a difficult landlord can significantly reduce interest — or kill a deal entirely.

Before listing, review your lease carefully:

• How many years remain, including renewal options?
• Is the lease assignable to a new owner?
• What are the rent escalation provisions?
• How cooperative is your landlord likely to be?

Seasonal Businesses: How to Present Them Accurately

If your retail business has significant seasonal swings (common in tourist-heavy St. Augustine), make sure buyers understand the full annual picture. Provide monthly revenue breakdowns rather than just annual totals. This gives buyers confidence in the seasonal pattern and reduces the chance of misunderstandings later.

The best time to go to market is typically in the fall or early winter — giving buyers time to do due diligence and close before the tourist season kicks in, so they capture the strong spring and summer revenues.

What Buyers Look for in St. Augustine Retail

• Consistent revenue with 2+ years of financial history
• Favorable lease with remaining term
• A concept the buyer can operate without the current owner
• Trained staff (ideally willing to stay)
• Established supplier relationships with transferable terms
• Strong online presence and reviews

If you own a retail business in St. Augustine and are thinking about selling, I specialize in helping business owners in this market get maximum value from their exit. Let’s have a confidential conversation about what your business is worth and the best path forward.

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The Business Purchase Agreement — sometimes called a Purchase and Sale Agreement or Definitive Agreement — is the binding contract that finalizes the sale of your business. Everything before it is preliminary. This document is the deal. Here’s what Florida business sellers need to understand before signing.

What Is a Business Purchase Agreement?

A Business Purchase Agreement (BPA) is a legally binding contract between the buyer and seller that documents every term of the business sale. It supersedes the Letter of Intent and includes all the details worked out during due diligence and negotiations.

Unlike the LOI — which is mostly non-binding — the BPA is fully enforceable. Once both parties sign, you are contractually obligated to complete the sale on the agreed terms.

What Does a Business Purchase Agreement Cover?

Purchase Price and Payment Terms

The total purchase price, how it’s structured (cash, seller note, earnout), the closing payment amount, and any escrow or holdback provisions.

Assets Included and Excluded

In an asset sale, the BPA specifies exactly which assets are being purchased — equipment, inventory, intellectual property, customer lists, goodwill — and which are explicitly excluded (cash, accounts receivable, real estate, personal property not related to the business).

Representations and Warranties

This section is where each party makes formal statements about the truth of facts related to the transaction. As the seller, you will represent that: your financials are accurate, there are no undisclosed liabilities, the business has all required licenses and permits, there are no pending lawsuits, and more.

Breaching a representation after closing can expose you to indemnification claims — so these must be reviewed carefully.

Indemnification

Indemnification clauses define who is responsible if a problem surfaces after closing. Sellers typically indemnify buyers for pre-closing liabilities; buyers indemnify sellers for post-closing obligations. The scope, caps, and duration of indemnification are heavily negotiated.

Non-Compete and Non-Solicitation

Most BPAs include a non-compete clause restricting you from starting or working in a competing business for a defined period (typically 2–5 years) and geographic area. Florida has specific laws governing non-compete enforceability — make sure the scope is reasonable and that you understand what you’re agreeing to.

Transition and Training Obligations

The BPA will specify what you owe the buyer in terms of post-closing support — typically a training and transition period of 2–8 weeks, sometimes longer. Understand exactly what’s required before you sign.

Closing Conditions

What must happen before closing can occur? Common conditions include: landlord consent to lease assignment, regulatory approvals, third-party consents to contract transfers, and financing approval.

Common Mistakes Sellers Make With the BPA

• Signing without having a qualified M&A attorney review it
• Agreeing to overly broad representations without disclosure schedules to limit liability
• Accepting indemnification caps that are too high or survival periods that are too long
• Not reading the non-compete carefully — it affects your future
• Failing to clarify exactly which assets and liabilities are included

The Business Purchase Agreement is the most important document in the transaction. If you’re selling a business in St. Augustine or Northeast Florida, having the right advisors review it before you sign can protect you from costly problems down the road.

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For many business owners in St. Augustine, their employees are like family. One of the hardest parts of selling a business is not knowing what will happen to the people who helped build it. Here’s what you need to know — and how to protect your team through the transition.

There Is No Legal Requirement to Retain Employees

Florida is an at-will employment state, which means neither you nor the buyer is legally required to keep any specific employee after a sale. In an asset sale (the most common structure for small businesses), the employees are technically terminated by the seller and re-hired by the buyer — if the buyer chooses to do so.

In a stock sale, the corporate entity continues unchanged, so employees technically remain employed without interruption — but the buyer still has the authority to make staffing changes after closing.

What Most Buyers Actually Want

Most buyers — especially those buying a business to operate it — want to retain the existing team. Your employees carry institutional knowledge, customer relationships, and operational expertise that the buyer is paying for. High employee turnover after a sale is one of the biggest risks buyers face.

In fact, a stable, experienced team is one of the factors that increases a business’s value. Buyers pay more for businesses where the workforce is likely to stay.

How to Protect Your Employees in the Sale

Negotiate Employee Retention Provisions

You can negotiate provisions in the purchase agreement that require the buyer to offer employment to your key staff for a defined period post-closing, at comparable compensation. While you can’t guarantee jobs forever, you can create contractual obligations that provide your team with a transition runway.

Provide Retention Bonuses

Some sellers fund retention bonuses for key employees — paid if the employee stays through a defined period after closing. This benefits everyone: your employees are financially incentivized to stay, which reduces transition risk for the buyer and helps justify a higher purchase price.

Keep the Sale Confidential Until the Right Time

Premature disclosure of a pending sale is one of the most common causes of employee attrition. Key employees who hear the business is for sale often start job searching out of anxiety — not because they plan to leave. Managing confidentiality carefully protects both your team and your deal.

When to Tell Your Employees

Timing the disclosure of a sale to employees is one of the most sensitive decisions in the process. The general best practice:

• Don’t tell employees during the marketing phase — Too early, and you risk panic and attrition before the deal is even close
• Tell key managers once a deal is signed but before it’s public — Give them time to process and ask questions before the broader team finds out
• Tell the full team shortly before or at closing — The new owner should ideally be introduced at the same time, giving employees a face to associate with the transition

What About Benefits, PTO, and Accrued Obligations?

In an asset sale, accrued employee benefits — vacation, PTO, sick leave — are typically the seller’s responsibility up to closing. The purchase agreement should clearly spell out who is responsible for paying out any accrued obligations. This is negotiable, but sellers should expect to either pay these out at closing or have the amounts deducted from the sale proceeds.

If you’re selling a business in St. Augustine and have concerns about your team’s future, let’s talk. Structuring the deal in a way that protects your employees — while maximizing your outcome — is something I’ve helped many owners navigate.

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Working capital is one of the most misunderstood — and most negotiated — elements of a business sale. Many sellers are surprised to learn that even after agreeing on a price, the working capital calculation can meaningfully change what they actually walk away with at closing.

What Is Working Capital?

Working capital is the difference between a business’s current assets and its current liabilities. In simple terms, it’s the liquid resources the business needs to operate day-to-day.

Working Capital = Current Assets − Current Liabilities

Current assets typically include cash, accounts receivable, and inventory. Current liabilities typically include accounts payable, accrued expenses, and short-term debt.

Why Does Working Capital Matter in a Business Sale?

When a buyer purchases your business, they expect to receive it with enough working capital to operate without immediately needing to inject additional cash. If the business is delivered with less working capital than a normalized level, the buyer is effectively paying for a business that needs a cash infusion on day one.

This is why most business purchase agreements include a working capital target — an agreed-upon level of working capital that should be in the business at closing. If the actual working capital at closing is above the target, the seller may receive more. If it’s below, the seller owes the difference.

How Is the Working Capital Target Set?

The target is usually set based on a trailing average of the business’s working capital over the prior 12 months. The idea is to deliver the business with the same level of liquidity it normally operates with — not artificially inflated or stripped down.

Setting this number fairly is one of the most technically complex parts of a purchase agreement negotiation. Definitions matter: what counts as a current asset? Is cash included or excluded? How is inventory valued? These questions need precise answers in the contract.

Common Working Capital Pitfalls for Sellers

Stripping Cash Before Closing

Some sellers try to pull out as much cash as possible before closing — which is fine if the deal is structured to exclude cash. But if cash is included in the working capital calculation, drawing it down will create a shortfall at closing and reduce your net proceeds.

Letting Receivables Age

As you approach closing, slow-paying customers can cause accounts receivable to age or become uncollectible. If receivables are included in the working capital calculation, aged or uncollectible receivables will reduce the working capital delivered — and potentially the seller’s proceeds.

Inventory Surprises

For product-based businesses, inventory valuation at closing can be a significant negotiating point. Buyers will want to exclude slow-moving, obsolete, or damaged inventory from the calculation. Getting ahead of this with a clean, current inventory count is essential.

Tips for Sellers on Working Capital

• Understand your normalized working capital well before you go to market
• Keep operations running normally through closing — don’t strip the business
• Make sure the working capital definition in the purchase agreement is precise and fair
• Have your accountant review the calculation methodology before you sign
• Build a working capital adjustment mechanism into the deal that includes a post-closing true-up period (typically 60–90 days)

If you’re preparing to sell a business in St. Augustine or Northeast Florida, understanding working capital before you go to market can prevent expensive surprises at closing. I’m happy to walk you through how this typically works in deals I’ve managed.

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When buyers and sellers can’t agree on a single price for a business, an earnout is often proposed as a solution. It sounds reasonable on the surface — you get paid based on how the business performs after the sale. But earnouts come with real risks that sellers in St. Augustine need to understand before agreeing to one.

What Is an Earnout?

An earnout is a provision in a business purchase agreement where a portion of the sale price is contingent on the business achieving certain performance targets after closing. Rather than paying the full agreed price at closing, the buyer pays a base amount upfront — and additional payments to the seller over time if the business hits agreed-upon milestones.

Example: You and a buyer agree your business is worth $1.5M, but the buyer is only willing to commit $1.1M at closing. They propose an earnout: if the business generates $600K or more in revenue in each of the next two years, they’ll pay you an additional $200K per year. You get up to $1.5M total — but only if the business performs.

When Are Earnouts Used?

Earnouts typically appear when:

• The buyer and seller disagree on the business’s value or growth trajectory
• The business has been growing rapidly and the seller wants credit for future earnings
• There’s uncertainty about whether key customers or contracts will survive the transition
• The buyer’s financing is limited and they can’t fund the full purchase price at closing

The Risks of Earnouts for Sellers

Earnouts benefit buyers far more than sellers. Here’s why sellers should approach them with caution:

You No Longer Control the Outcome

Once you sell the business, the buyer controls operations. They make decisions about pricing, staffing, marketing, and expenses. If those decisions — intentionally or not — cause revenue or profit to fall short of earnout targets, you don’t get paid. And you have little recourse.

Disputes Are Common

Earnout disagreements are among the most litigated issues in M&A. Sellers and buyers often disagree about how performance is measured, how expenses are allocated, and whether targets were fairly achievable. Even clearly written earnout agreements end up in arbitration.

The Money May Never Come

Studies of earnout deals consistently show that sellers collect their full earnout less than half the time. Buyers have both the incentive and the ability — through accounting decisions and operational choices — to make the numbers not hit.

When an Earnout Might Make Sense

Despite the risks, there are situations where earnouts are reasonable:

• The earnout period is short (12 months or less)
• The targets are based on gross revenue rather than profit (harder to manipulate)
• The seller is staying involved in operations and maintains some influence over results
• The base payment at closing already covers your minimum acceptable price
• The earnout is a relatively small portion of the total deal value

How to Protect Yourself If You Accept an Earnout

• Use revenue, not profit, as the metric — Revenue is harder to manipulate than EBITDA or net income
• Keep the period short — One year is better than three
• Define every term explicitly — What counts as revenue? What expenses are included? Who prepares the financials?
• Get audit rights — The right to independently verify the numbers
• Include a change-of-control provision — If the buyer sells the business, the earnout accelerates and becomes due immediately
• Work with an experienced M&A attorney — Earnout language is highly technical and the details matter enormously

The Better Alternative: Negotiate a Clean Price at Closing

The best outcome for most sellers is a fair price paid in full at closing — no earnout, no uncertainty. A skilled business broker can often bridge the valuation gap through competitive marketing (creating multiple offers) and skilled negotiation, making earnouts unnecessary.

If you’re selling a business in St. Augustine or Northeast Florida and a buyer is proposing an earnout, let’s talk before you sign anything. Understanding the risks is the first step to protecting your payout.

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