Due Diligence Guide · Security Services

Due Diligence Guide: Acquiring a Security Services Company

A structured framework for evaluating contract quality, licensing compliance, workforce stability, and operational risk in lower middle market security services acquisitions.

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Security services businesses offer recurring contract revenue and essential-service positioning, but acquisitions carry real risk from labor volatility, licensing complexity, and client concentration. This guide helps buyers systematically evaluate a target across financial, operational, and compliance dimensions before closing.

Security Services Due Diligence Phases

01

Phase 1: Financial & Contract Quality Review

Validate revenue quality, EBITDA sustainability, and contract durability before advancing to deeper diligence.

Normalize EBITDA for owner compensation and one-time expensescritical

Recalculate trailing 3-year EBITDA removing above-market owner salary, personal expenses, and non-recurring costs to establish true earnings power.

Analyze client contract terms and concentration riskcritical

Review all active contracts for length, renewal clauses, assignability provisions, and whether any single client exceeds 20% of revenue.

Verify billing rates and wage spread by contractimportant

Confirm each contract's bill rate covers fully-loaded labor costs including wages, overtime, taxes, and workers' comp, ensuring positive margin per site.

02

Phase 2: Licensing, Compliance & Insurance

Confirm the business operates legally across all jurisdictions and that coverage transfers cleanly to a new owner.

Audit all state and local guard agency licensescritical

Verify the company entity license, individual officer licenses, and armed guard permits are current, in good standing, and transferable upon ownership change.

Review insurance policies for adequacy and transferabilitycritical

Confirm general liability, workers' compensation, and professional liability coverage limits are appropriate and whether policies follow the business or require reissuance post-close.

Check for OSHA violations, litigation, and use-of-force incidentsimportant

Pull OSHA records, active litigation, and incident reports. Unresolved use-of-force or negligent-hiring claims represent significant post-close liability exposure.

03

Phase 3: Workforce, Operations & Technology

Assess workforce stability, operational infrastructure, and technology capabilities that determine post-acquisition performance.

Calculate annual employee turnover rate and overtime dependencycritical

Turnover above 100% annually signals systemic HR problems. High overtime reliance artificially inflates labor costs and signals chronic understaffing requiring immediate capital.

Evaluate dispatch systems, scheduling software, and client reporting toolsimportant

Identify all technology platforms used for shift scheduling, incident reporting, and client portals. Assess licensing ownership, integration capability, and upgrade requirements.

Assess owner dependency and middle management depthcritical

Determine whether operations, client relationships, and scheduling can function without the seller. Absence of supervisory staff creates serious transition and retention risk.

04

Phase 4: SBA Financing and Deal Structure Validation

Verify the Security Services acquisition qualifies for SBA financing, the purchase price is supportable by the verified cash flow, and the deal structure protects the buyer's downside.

SBA Eligibility Confirmationcritical

Confirm the Security Services meets SBA 7(a) eligibility requirements: the business is for-profit, U.S.-based, within SBA size standards, and the buyer meets personal financial requirements. Some industries have specific SBA restrictions — verify before LOI.

Normalized EBITDA vs. SBA Debt Service Coveragecritical

Model verified normalized EBITDA against projected SBA loan payments at current rates. A $1M SBA 7(a) loan at 10.5% over 10 years costs approximately $13,000/month. The Security Services must generate at least 1.25x debt service coverage after a market-rate manager salary to pass underwriting.

Seller Note and Earnout Structure Reviewimportant

Confirm the seller note is properly subordinated to the SBA loan and goes on 24-month standby as required by SBA rules. If an earnout is included, define exact measurement metrics, time period, and dispute resolution process before signing the purchase agreement.

Security Services-Specific Due Diligence Items

  • Confirm all armed guard certifications, firearm permits, and state-specific training hour requirements are documented for every officer carrying a weapon on duty.
  • Verify government and institutional contracts for assignment restrictions, background check requirements, and agency approval processes that could delay or block ownership transfer.
  • Assess proprietary monitoring capabilities, access control integrations, or specialized niches such as executive protection or event security that command premium billing rates.
  • Review payroll records to identify any security officers misclassified as independent contractors, which creates IRS liability and violates most state guard licensing statutes.
  • Evaluate geographic licensing footprint relative to where guards are physically deployed to catch any unlicensed operations in adjacent counties or states.
  • Verify that the purchase price divided by verified normalized EBITDA produces a multiple consistent with current market comparables for Security Services transactions — overpaying by 0.5x–1.0x EBITDA is the most common buyer error in this sector.
  • Confirm the lease terms are assignable to the buyer with the landlord's written consent, and that the remaining lease term extends at least through the SBA loan term — lenders require this before funding.
  • Request copies of all material vendor contracts, supplier agreements, and service relationships — confirm which are transferable, which require novation, and which may terminate on change of ownership.

Standard Document Request List

Before signing a Letter of Intent, request these documents from the seller. Missing or incomplete items are a red flag — not a reason to proceed without them.

  • 3 years of business tax returns (Schedule C or Form 1120)
  • Last 3 years profit & loss statements (monthly detail)
  • Current balance sheet and accounts receivable aging
  • Customer/client list with revenue by account (anonymized)
  • All active contracts, subscriptions, and recurring agreements
  • Equipment list with condition and estimated replacement cost
  • Employee roster with tenure, title, and compensation
  • Any pending or threatened litigation or regulatory complaints
  • Owner compensation and discretionary expense add-backs
  • Year-to-date financials vs. prior year same period

Frequently Asked Questions

What EBITDA multiple should I expect to pay for a security services company?

Lower middle market security firms typically trade at 3.5x to 6x EBITDA. Higher multiples reflect diversified long-term contracts, armed or specialized services, and strong management teams operating independently of the owner.

Can I use an SBA loan to acquire a security services company?

Yes. Security services businesses are SBA 7(a) eligible. Expect to inject 10–20% equity, with sellers often carrying a 10–20% note on standby. Licensing transferability and clean financials are critical for SBA lender approval.

What is the biggest deal-killer in security services acquisitions?

Customer concentration is the top risk. A single client representing 30–40% of revenue that holds a month-to-month contract can collapse deal value overnight if lost during or after transition.

How long should the seller stay involved after closing?

A 6–12 month transition consulting agreement is standard. Client relationships, licensing continuity, and workforce stability all benefit from a structured handoff, especially when the owner holds key government or institutional relationships.

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