Confidential — Acquisition Brief
The Deal Sheet · Feb 2026
Business-Level Analysis — Deal #112
Commercial & HOA Landscaping Firm, Fauquier County, VA
Full acquisition analysis: financials, market context, valuation, risk assessment, and 100-day integration plan.
View Original Listing ↗ Conditional Fair ask at 2.54x reported SDE in a strong market, but equipment, owner role, revenue mix and licensing are undisclosed. Proceed only if diligence verifies $356.9K SDE and the fleet conveys.
$2,027,000
2024 Revenue
$356,900 reported
Est. SDE (Est. $514,860 benchmark reconstruction)
2.25x–3.0x reported SDE
Est. Fair Multiple
Est. $780,000–$1,070,000
Est. Fair Value
01 — Business Overview
At a Glance
About $2.0M commercial and HOA landscape firm serving the DC Metro exurbs. It combines recurring maintenance contracts with project-based construction. It has an experienced crew and established licensing, and the real estate is leased. Asking price is $905K.
6.0
Revenue Quality
Diversified commercial + residential mix with strong recurring base
6.0
Market Position
Las Vegas: extreme heat demand, population boom, construction surge
4.0
Information Quality
Limited public data — full financials behind NDA; requires verification
Key Strengths
- Commercial/HOA maintenance contracts provide recurring, budget-driven revenue that is less cyclical than residential work
- Fauquier County median household income is $130,189, about 40% above the VA average, with an A-rated economy
- Mixed revenue streams (maintenance plus construction) smooth demand and create upsell paths
- Asking price of 2.54x reported SDE is in line with VA comps (2.45x–3.25x)
- Established contractor licensing removes a key barrier for a new owner
- Reported DSCR of 2.71x on SBA debt gives a solid coverage cushion
Key Questions
- What is the owner's role and compensation? Is any owner salary already included in the $356.9K SDE?
- Is all equipment and fleet included? Provide an asset list with ages, titles and liens.
- Who holds the DPOR license as Qualified Individual, and will that person stay post-close?
- What is the revenue split between maintenance contracts, enhancements and construction?
- What share of revenue comes from the top 5 HOA/commercial clients, and what are contract terms and renewal dates?
- Does the company use H-2B labor? What are headcount, tenure and the wage structure?
- What are the lease terms, rent, remaining term and assignment rights?
- Why is the seller exiting, and how is the business 'relocatable'?
02 — Financial Analysis
Reconstructed P&L
Estimated Income Statement
| Line Item | Amount | % Revenue | Benchmark |
|---|---|---|---|
| COGS (Materials) | –$608,100 | 30.0% | Industry avg: 30.0% |
| Direct Labor | –$810,800 | 40.0% | Industry avg: 40.0% |
| Gross Profit | $608,100 | 30.0% | Calculated |
| Vehicle / Fleet | –$60,810 | 3.0% | Industry range: 2-5% |
| Insurance (GL, WC, Auto) | –$50,675 | 2.5% | Industry range: 2-4% |
| Office / Admin / Software | –$40,540 | 2.0% | Industry range: 1-3% |
| Marketing | –$20,270 | 1.0% | Industry range: 0.5-3% |
| Rent / Facilities | –$40,540 | 2.0% | Industry range: 1-4% |
| Other Overhead | –$30,405 | 1.5% | Industry range: 1-3% |
| Depreciation | –$8,108 | 0.4% | Industry range: 0.3-0.5% |
| EBITDA (Est.) | $364,860 | 18.0% | Benchmark: 15–20% healthy |
| Estimated SDE | ~$514,860 | 25.4% |
SBA Financing Model
Estimated SDE of ~$514,860 can support SBA 7(a) debt service on a $905,000 acquisition. Assuming 10% down ($90,500) and a 10-year term at ~10.5% SBA rates, annual debt service is approximately $131,885. Estimated pre-tax income to owner: ~$382,975+ after debt service.
03 — Working Capital & Seasonality
Cash Flow Reality Check
Est. $162,160 (~8% of revenue)
Est. Working Capital Needed
Est. $227,024 (Dec–Mar trough plus spring ramp)
Peak Capital Requirement
Medium
Seasonality Risk
Monthly Revenue Seasonality (1.0 = Average Month)
Jan
0.40x
Feb
0.50x
Mar
0.90x
Apr
1.20x
May
1.40x
Jun
1.40x
Jul
1.30x
Aug
1.20x
Sep
1.10x
Oct
0.80x
Nov
0.50x
Dec
0.30x
Cash Conversion Cycle
Days Receivable
25 days
Days Payable
15 days
Net Cash Cycle
10 days
Assessment
Healthy; short cash cycle
Working Capital Recommendations
- Revolving Line of Credit: Secure a $200K–$250K LOC at close to cover the Dec–Mar trough and spring payroll ramp.
- 12-Month Contract Billing: Bill HOA/commercial maintenance in 12 equal installments to level winter cash inflow.
- Winter Revenue: Add snow/ice management for existing commercial and HOA clients to lift Dec–Feb index.
- Working Capital Peg: Negotiate a normalized WC peg (~$162K) delivered at close; avoid closing in Nov–Feb without adjustment.
04 — Revenue Quality
How Sticky Is the Revenue?
Revenue Breakdown by Type
Est. Commercial/HOA maintenance contracts (Recurring) 55%
Est. Enhancements (mulch, color, irrigation) (Repeat) 15%
Est. Landscape construction/installation (One-Time) 25%
Est. Seasonal services (leaf, cleanup) (Repeat) 5%
Customer Concentration (Est.)
Top 1 Customer
~15%
Top 5 Customers
~35%
Top 10 Customers
~50%
Concentration Risk: Moderate — HOA boards and property managers rebid annually. Losing a top client (~$300K) would cut SDE materially given about 30% gross margins.
Revenue Retention Estimate: Est. 85–90% annual contract retention, typical for commercial/HOA maintenance with stable crew service quality.
Estimated percentage of revenue retained after an ownership transition, based on industry benchmarks and business characteristics.
Churn Risk Factors
Ownership change triggers HOA rebids (Medium likelihood)
Mitigation: Seller-led introductions, transition consulting period, earnout tied to retention
Service decline from crew turnover (High likelihood)
Mitigation: Foreman retention bonuses, wage review, H-2B planning
PE-backed competitors underbidding (Medium likelihood)
Mitigation: Multi-year contracts, relationship management, quality reporting to boards
Construction demand slowdown (Medium likelihood)
Mitigation: Prioritize maintenance growth; flex construction crews to enhancements
03 — Valuation Assessment
What's This Business Worth?
Valuation Triangulation
| Method | Low | Mid | High |
|---|---|---|---|
| Reported SDE multiple ($356,900 × 2.25x / 2.6x / 3.0x) | $803,025 | $927,940 | $1,070,700 |
| Est. EBITDA multiple ($356,900 − $150K manager = $206,900 × 3.5x / 4.25x / 5.0x) | $724,150 | $879,325 | $1,034,500 |
| Revenue multiple ($2,027,000 × 0.40x / 0.475x / 0.55x) | $810,800 | $962,825 | $1,114,850 |
Blended Fair Value
Est. $779,000–$1,073,000; average midpoint ~$923,000 ((927,940+879,325+962,825)/3). Ask of $905K sits just below midpoint.
Premium Factors
Recurring commercial/HOA maintenance contracts
8%
Affluent, growing DC Metro exurban market
8%
Established licensing and experienced workforce
6%
PE consolidator interest supports exit multiple
6%
Discount Factors
Equipment/fleet inclusion undisclosed
8%
Owner role and reason for sale not disclosed
7%
Industry-wide labor shortage and wage inflation to $15 by 2028
7%
Seasonality: Dec–Feb revenue index 0.3–0.5
5%
HOA contracts subject to annual board rebids
5%
04 — Market Context
Market & Comparable Transactions
Fauquier ($130K median HHI, 1.32% growth since 2020) sits on the DC Metro growth edge. The market is fragmented: 7 verified local firms plus regional operators. PE platforms (Ruppert, Landscape Workshop) are actively consolidating.
| Comparable | Revenue | Multiple | Location |
|---|---|---|---|
| Well-established commercial landscaping business | Not disclosed | 3.25x cash flow ($1,175,125 / $361,577) | James City County, VA |
| Turnkey landscape company with recurring revenue | $263,000 | 2.45x cash flow ($240,000 / $98,000) | Central Virginia |
| Ruppert acquisition of Greatscapes (strategic, Aug 2025) | Not disclosed | Not disclosed | Winchester, VA |
| Industry benchmark: commercial maintenance firms, $1–5M revenue (Est.) | $1M–$5M | Est. 2.5x–3.5x SDE; 4.5x–5.5x EBITDA for platforms | Mid-Atlantic |
Bull Case
SDE verifies at $356.9K and the fleet conveys. Annual contract escalators plus enhancement upsells grow revenue 5–8%/yr. In 4–5 years, SDE of $450K+ could be sold to a PE platform at 5–6x EBITDA.
Bear Case
Owner's labor is uncompensated in SDE. Normalizing for a $150K manager cuts cash to $206.9K, leaving $75K after debt (1.57x DSCR). The loss of one HOA client plus wage inflation could eliminate the cushion.
06 — Competitive Landscape
Who You're Up Against
15–25 (7 verified licensed contractors in Fauquier plus regional and franchise operators)
Est. Local Competitors
Fragmented
Market Structure
Low; market dominated by independents with growing PE-backed platform presence
Franchise Penetration
Key Local Competitors
| Company | Type | Est. Revenue | Threat Level |
|---|---|---|---|
| Orange Landscaping & Construction | Independent | Est. $3M–$6M | Class A licensed, family-owned multi-service operator serving Fauquier |
| River's Edge Landscaping | Independent | Est. $2M–$5M | Design-build specialist in the Loudoun/Fauquier corridor |
| Earth Effects Landscapes (Marshall, VA) | Independent | Est. $1M–$3M | 30+ years in business, full-service residential and commercial |
| Ruppert Landscape (Greatscapes, Winchester) | PE-Backed | Est. $400M+ (regional platform) | Expanding in VA via Greatscapes acquisition (Aug 2025); strong in commercial bids |
| Landscape Workshop (Ares Management) | PE-Backed | Est. $300M+ (14-state platform) | Actively acquiring mid-sized operators; also a potential exit buyer |
Competitive Advantages
Established HOA/commercial contract base
Moderate
Licensing in place (contractor and likely pesticide)
Moderate
Experienced workforce in a labor-scarce market
Weak
Local relationships with property managers
Moderate
Moat Assessment
Narrow moat. Value rests on contract relationships and crew stability, both transferable but fragile. Fragmentation and PE interest make the business more valuable as a platform or exit target.
05 — Risk Assessment
Risk Scores & Due Diligence
8.0
Market Risk
Low — HVAC is essential in Las Vegas
3.0
Operational Risk
High — Labor + owner dependency unknown
5.5
Financial Risk
Medium — Estimated financials only
Due Diligence Priorities
- 1. Quality of Earnings: Reconcile $356.9K SDE to 3 years of tax returns and bank deposits. Confirm owner compensation treatment and identify all add-backs.
- 2. Equipment & Fleet Audit: Get a full asset list with VINs, hours, ages, liens and an independent appraisal. Confirm all operating assets convey and estimate 3-year capex.
- 3. Customer Contract Review: Review all HOA/commercial contracts for term, assignment/change-of-control clauses, escalators and renewal dates. Build a top-10 concentration schedule.
- 4. Licensing & Qualified Individual: Verify DPOR license class, the Qualified Individual, and the pesticide business license and certified applicator. Secure retention or replacement before close.
- 5. Labor Stability: Get the census of crew leads and foremen with tenure, pay and H-2B dependence. Interview key managers and assess I-9 compliance.
- 6. Revenue Mix & Margins: Split revenue and gross margin by maintenance, enhancement and construction. Review construction backlog and bid pipeline.
08 — Transfer Checklist
What Needs to Transfer
Est. $45K–$95K one-time
Total Estimated Transfer Cost
Est. $45K–$95K one-time (excl. annual insurance premiums)
60–120 days
Estimated Time to Complete
Deal Transfer Checklist
✗
License Virginia DPOR Contractor License (Class A/B/C) Critical
Cost: $400–$1,500 Time: 30–60 days Entity license needs a Qualified Individual; retain current QI or hire a replacement
✗
License VDACS Pesticide Business License Critical
Cost: $100–$300 Time: 2–4 weeks New owner entity must apply; requires a Certified Pesticide Applicator on staff
✗
License Fauquier County business license (BPOL)
Cost: $50–$500 Time: 1–2 weeks Re-register under buyer entity
✗
Insurance General Liability policy Critical
Cost: Est. $15K–$25K/yr Time: 2–3 weeks New policy bound at close; HOA contracts require COIs
✗
Insurance Workers' Compensation Critical
Cost: Est. $25K–$45K/yr Time: 2–3 weeks Request experience mod and loss runs from seller
✗
Insurance Commercial Auto / Fleet Critical
Cost: Est. $15K–$25K/yr Time: 2 weeks Requires vehicle titles transferred and driver MVRs
✓
Contract HOA/commercial maintenance contracts Critical
Cost: Legal review $3K–$7K Time: 30–60 days Check assignment and change-of-control clauses; get consents for top clients
✓
Contract Facility lease Critical
Cost: $1K–$3K legal Time: 30–45 days Landlord consent needed; seek term covering the SBA loan period
✓
Contract Equipment leases and vehicle titles Critical
Cost: $1K–$3K Time: 2–4 weeks Lien searches; lender consent on financed units
✗
Regulatory H-2B labor certifications (if used)
Cost: Est. $5K–$15K Time: 90–150 days Employer-specific; successor-in-interest filing may apply; timing affects spring staffing
✗
Regulatory SBA 7(a) loan approval and entity setup Critical
Cost: Est. $15K–$25K fees Time: 60–90 days Includes guaranty fee, appraisal and legal
✓
Operational Key employee retention (foremen, QI) Critical
Cost: Est. $20K–$40K bonuses Time: At close Stay bonuses vesting over 12 months
✓
Operational Software, phone numbers, website, vendor accounts
Cost: $500–$2K Time: 1–2 weeks Nursery and materials supplier credit terms must be re-established
Potential Deal Breakers
- Qualified Individual departs with no licensed replacement
- Material equipment or fleet excluded from the sale
- Top client (>15%) refuses assignment or signals rebid
- Tax returns fail to support $356.9K SDE within 10%
06 — Post-Acquisition Plan
100-Day Integration Playbook
Days 1–30
Stabilize & Retain
Protect customers and crew through the ownership transition.
- Personal intro meetings with top 10 HOA/commercial clients alongside seller
- Retention bonuses for foremen and the Qualified Individual
- Confirm insurance, licenses and payroll continuity
- Secure a $200K–$250K working capital line before winter
Days 31–90
Systems & Visibility
Install financial and operational controls.
- Implement job costing by crew and property (e.g., Aspire/LMN)
- Weekly KPI dashboard: labor %, route density, AR aging
- Review contract pricing against Virginia wage schedule to $15/hr
- Audit fleet and plan replacement capex
Months 4–12
Grow Recurring Base
Expand margin and contracted revenue.
- Push enhancement upsells (mulch, irrigation, seasonal color) to existing HOAs
- Add 3–5% annual escalators at renewals
- Launch snow/ice services to offset winter trough
- Target HOA and commercial property managers in Loudoun/Prince William
Value Creation Waterfall (3-Year Outlook)
Acquisition Price
$2.2M
+ Organic Revenue Growth (15%/yr)
+$2.1M Rev
+ Margin Expansion (to 20% EBITDA)
+$250K EBITDA
+ Multiple Expansion (3.5x → 5.5x)
+$2.0M uplift
Est. Enterprise Value (Year 3)
$5.5M – $7.0M
07 — Final Recommendation
Our Verdict
Verdict: Conditional — Proceed to LOI
Conditional buy. Pricing is fair against reported SDE and the market is attractive, but the listing omits equipment, owner role and revenue mix. Underwrite on the $356.9K reported SDE, not the $514.9K benchmark, and close only after QoE and an asset audit.
Recommended Next Steps
- Sign NDA and request CIM, 3 years of tax returns, P&Ls and YTD financials
- Request equipment list, lease abstract and customer revenue schedule
- Confirm license holder and Qualified Individual retention plan
- Submit non-binding IOI at $825K contingent on diligence
- Engage SBA lender for pre-qualification and a QoE provider
- Schedule site visit and foreman interviews
Suggested Offer Structure
$825,000 (2.31x reported SDE), including all equipment and normalized working capital. Structure: 10% buyer equity, 5% seller standby note, SBA loan (~$701K, Est. $113.5K/yr debt service). Walk away above $905K.
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Related Resources
Sources
BizBuySell listing #2542979 (https://www.bizbuysell.com/business-opportunity/established-landscaping-firm-in-a-rapidly-expanding-region/2542979/) · U.S. Census / Fauquier County economic data · Virginia DPOR contractor licensing requirements · Virginia VDACS pesticide business licensing · Industry labor surveys (2025) and U.S. DOL H-2B FY2024 certification data · Virginia minimum wage schedule (2026–2028) · Comparable BizBuySell VA landscaping listings