Sell
A sale is not a listing. It is a recast of the books, a controlled conversation with people who can actually close, and a transfer of a living company without scaring the people who make it run.
Talk in confidenceRetirement, health, a partner who wants out, a child who does not want the shop, a buyer who has already called, fatigue. Those are real reasons. “I heard multiples are high” is not a reason. Multiples move. A company that depends on you, with messy books and a lease that expires in nine months, does not sell at a magazine number.
The useful question is whether a funded buyer can see a future in the company without you in every job. If the answer is not yet, the work is readiness, not a listing. We will tell you which it is.
Two or three years of clean financials, a manager who is not you, customer concentration that would not kill the company if one account left, and a lease or building that can transfer: that is what a buyer, and a bank, can live with.
What we do on a sale
Tax returns are written to pay as little tax as is lawful. Buyers pay for cash. We rebuild seller’s discretionary earnings so the conversation is about the business, not about the truck that was expensed or the spouse on payroll.
We look at what similar Florida companies have actually closed at, at the quality of the earnings, and at how much of the story is you. Then we pick a range a serious buyer can take to a lender.
A confidential information memorandum is a controlled document: history, recast, customers in the aggregate, leases, equipment, people, risks. It is not a Craigslist ad with a multiple attached.
NDA first. Then proof they can close: capital, credit, or a lender who will talk. Industry fit matters. A competitor fishing for your customer list does not get the file.
The deal is not the letter of intent. The deal is what survives the quality of earnings, the lease assignment, the license transfers, and the working-capital true-up. We stay in that room.
Entity, assets, real property if it conveys, vehicles, contracts, employees. Florida treats much of this as real estate. We close it as one transaction, with your attorney, not around them.
They buy cash flow they believe will continue, a team that will show up on Monday, a lease or a building they can occupy, and a name customers already know. They do not buy your truck collection, your optimism, or the year you had before COVID unless the last three years still show it.
Add-backs have to be real: owner salary above a replacement manager, one-time legal, a remodel that will not recur. Personal expenses run through the company are not a secret weapon. They are a diligence problem. We would rather clean that up before a buyer’s CPA finds it.
If the real estate is owned, we decide whether it sells with the company, leases back, or stays in the family. That choice changes the price, the tax, and who can finance the deal. It is not a detail for week twelve.
Buyers write a check. Sellers pay tax. The only number that matters at the kitchen table is what remains. Because the principals are CPAs, we treat structure as part of the listing work, not a problem for the tax preparer in March.
Asset sale versus sale of the equity. How the price is allocated. Whether the building conveys, leases back, or stays in the family. Cash at close versus paper you take back. Recapture on the equipment you depreciated for twenty years. Florida has no personal income tax. The federal return still does this work.
We sit with your CPA so the purchase agreement and the tax plan are the same document in two fonts. Foundry does not replace that CPA. We make sure the brokerage file does not blow up the return. The point is simple: more after-tax profit in your pocket, and a deal a buyer can still fund.
Most sales fail in the building, not in the CIM. Someone talks. A key person starts looking. A vendor tightens terms. We keep the process small: you, us, your attorney, and buyers who have signed. Tours happen after hours or as “insurance” or “a banker” until you decide otherwise.
There is a moment, usually after a serious letter of intent, when a manager has to be told. We plan that moment. We do not improvise it in the parking lot.
If we both think there is a deal, we sign a listing or advisory agreement. It names the company, the range, the confidentiality rules, the term, and how we are paid. Success-based compensation is the norm in this work. Large upfront “marketing” fees are not how we operate.
You keep your attorney. You keep your CPA. Foundry does not replace them. We make sure the sale does not get ahead of the tax and the documents.
If the right answer is wait, clean up, and sell in twenty-four months, that is the engagement. We would rather tell you that in the first hour than list a company that will sit.