Defending your number on either side

Whether you're buying or selling, your offer or ask should be defensible in three sentences, backed by a one-page worksheet you can pull up if challenged.

As a buyer:

> "Based on $18,500 monthly recurring at a 92% retention rate and tight Tampa geography, with a comparable route closing at 11.5x last quarter and a +1.0x adjustment for auto-pay penetration, my offer of $213,000 reflects 11.5x adjusted for the seller's 30-day transition commitment, with a 20% holdback released over 180 days against retention milestones."

That sentence does five things:
1. Anchors the recurring number you're paying on (not "all revenue")
2. Anchors the comp
3. Names the adjustment with magnitude
4. States the structure
5. Implies the holdback is the seller's protection too, they get the rest if the route holds

As a seller:

> "At 95% recurring, 2% annual churn, included truck and software, and an HOA contract through 2028 with assignment consent already secured, this route prices at 13x trailing recurring or $240,500. I'm open to seller financing on up to 25% of the purchase price at a market interest rate."

That sentence:
1. Frontloads your strongest data points
2. Anchors a specific multiple, not a range
3. Resolves the biggest closing risk (assignment consent) preemptively
4. Opens a structural lever (financing) that helps the buyer say yes

The one-page valuation worksheet. Build a one-pager that lists:

- Trailing 12-month recurring revenue, monthly average, and most recent 3 months
- Account count, average ticket, ticket distribution
- Trailing 12-month and 24-month gross churn
- Billing mix (% auto-pay)
- Geographic density (zip code count for the bulk of the route)
- Comp set (3–5 comps with notes)
- Base multiple from comps
- Adjustments (each with rationale and magnitude)
- Adjusted multiple
- Implied valuation (recurring × multiple + equipment + other)
- Proposed deal structure (down payment, holdback, financing, transition)

This document, on one page, is the most powerful tool in your negotiation toolkit. It's also the document a CPA or attorney can review and improve before you go live.

On counter-offers. When a counter comes back, don't react emotionally. Update the worksheet. If the buyer's counter implies a different multiple, ask which line item they're disagreeing with. If the seller's counter implies a different multiple, do the same. The conversation moves from "your number vs my number" to "which assumption do we disagree on", and the latter is solvable.

Getting professional help when stakes are high. For deals over a meaningful threshold for you (everyone's threshold is different), engage:
- A CPA familiar with small-business M&A and your state's tax rules
- An attorney for the purchase agreement, non-compete, and contract assignments
- An M&A advisor or business broker if you don't want to negotiate yourself
- A licensed business appraiser if you need a formal valuation report (e.g., for SBA financing, divorce, or estate planning)

This course is education from operators, not professional advice. Specific. Anchored. Hard to argue with, and even harder to be wrong about when you've done the homework.