How to Value, Prepare, and Sell Your Roofing Business the Right Way

If you own a roofing company and you have been approached by a buyer, received a cold email from “private equity,” or even just started wondering what your business is worth, this episode is for you. Paul Sanaman sat down with Claudio Vilas, founder of The Roofing Biz Broker, to break down exactly how roofing businesses are valued, what gets you the highest multiple, and why waiting too long is the most expensive mistake you can make. No fluff. Just the numbers, the process, and the truth about what PE is doing to the roofing industry right now.

• !
  Do not answer that first PE call alone. Many so-called “private equity” buyers are just fishing. They have no real money behind them. Before you engage, verify their assets under management, dry powder, and deal history. The wrong conversation at the wrong time kills your leverage before you have even started.
• !
  If you want to exit in five years, you needed to start planning yesterday. Buyers look back three years minimum. Then they will ask you to stay two more. That means you need five years of runway from today to do this right. Most owners start too late and leave money on the table because of it.
• 1
  Roofing companies typically sell for 4x to 6x EBITDA. That multiple is not fixed. It depends on whether the business can run without the owner. An owner-dependent company with $1M EBITDA is worth far less than a systemized one with the same number.
• 2
  Cash accounting will cost you at the closing table. Buyers use accrual accounting. If your books are on a cash basis, expect surprises when the numbers get restated. Switch to accrual now, not when you are already in due diligence.
• 3
  Adjusted EBITDA is what actually gets valued. Owner perks, personal expenses run through the business, and one-time events all get added back. Know your adjusted number before you walk into any buyer conversation.
• 4
  A good deal is not just the price. The quality of the buyer matters as much as the number on the check. Claudio evaluates whether buyers are playing win-win or win-lose from the very first LOI conversation.
• 5
  Selling does not mean leaving. Many owners stay on as advisors, board members, or as the internal M&A lead helping the new platform grow. For the right owner, that is the best outcome of all.

A good deal is not only how much money you make. It is the money, the terms and conditions after they buy you, and the quality of the buyer.

Claudio Vilas, CMSBB, CBI, CMAP

Paul Sanaman opened with a blunt observation: private equity is coming for the roofing industry. Either they buy your company or they out-compete you until you close. Claudio did not argue. He agreed. Then he spent the next 20 minutes explaining what to do about it.

The first thing Claudio addressed was valuation. Roofing companies sell for 4 to 6 times EBITDA. That is the number. But EBITDA is not the same as net profit on your tax return. Buyers use accrual accounting. Most small business owners use cash accounting. That difference alone creates surprises at the closing table, and most of those surprises do not favor the seller.

Then there is adjusted EBITDA. This is where most owners leave money on the table. If you have been running personal expenses through the business, those get added back. One-time events, like a major lawsuit or a job that will not repeat, get added back too. The goal is to show the buyer what the business actually earns on a normalized basis. Online valuation tools cannot do this. They guess. Claudio’s process does not guess.

The multiplier itself depends on one thing above everything else: can the business run without the owner? A roofing company that makes $1M a year where the owner does sales, production oversight, and client relationships is worth less than one that makes the same amount with a management team in place. Buyers are not buying a job. They are buying a machine.

On preparation, Claudio was direct. Five years. Not three. Not two. If you want to sell in five years, you start today. Get on accrual accounting. Build your leadership team. Implement SOPs. Get a CRM. Close your books monthly. These are not optional. They are the difference between a company that sells at a strong multiple and one that sells cheap, or does not sell at all.

When it comes to the sale itself, Claudio was clear: do not answer that first PE call alone. Many of these buyers are not real. They have no money. They are fishing for information. The ones who are real need to be vetted. How much do they have in assets under management? How much dry powder? How many deals have they closed? These are not hostile questions. They are due diligence. The same kind the buyer is running on you.

The process Claudio runs takes six to eight months. He contacts approximately 1,000 vetted buyers, posts to platforms like Axial, collects NDAs, and negotiates LOIs. From that pool, he identifies buyers playing win-win versus those playing win-lose. A high offer from a bad buyer is still a bad deal. The terms after the sale, what happens to your crew, whether the buyer actually builds on what you created, these things are part of the deal too.

Claudio closed with a point that does not get said enough. Selling does not mean walking away. Many owners transition into advisory roles, board positions, or become the M&A lead helping the new PE platform acquire other companies. That can be a better outcome than retirement, especially for owners who still have something to contribute.

The window is open. PE is consolidating the roofing industry right now. That creates leverage for sellers. It also creates pressure. The owners who prepare early, understand their numbers, and go through a real process come out on top. The ones who wait, or take the first offer that lands in their inbox, are the ones who regret it.

Ready to Talk?

Find out what your roofing company is worth and what a real exit process looks like.

Contact Claudio Today

All conversations are confidential.

Episode Details

About the Guest

Schedule a Consultation

30-minute confidential call. No obligation. No pressure.

Book a Call