
Eric Lawrence Frazier, MBA
Advisory Services
Real Estate Broker CA DRE 01143484 · Mortgage Originator NMLS 461807
Your Trusted Advisor in Business and Wealth
Business Compass™
Business Compass™ · Acquisition Analysis
Valley Comfort HVAC
Service · Investment Recommendation
01 · Acquisition Assessment
Professional Investment Summary
Investment Position
PursueAt an asking price of $850,000, the acquisition is offered at 2.66× reported annual SDE of $320,000. The current screening recommendation is Pursue.
Underwriting Score
98/100
Pursue ≥ 70 · Decline < 50
Earnings Multiple
2.66×
Target ≤ 3.00× SDE
Debt Coverage
1.94×
Minimum 1.25×
Capital Structure
10% Equity
$85,000 Modeled Contribution
Modeled financing assumes 10% equity and 90% debt at 10.5% interest over 10 years. Terms are assumptions, not a lender quote.
Annual Cash Flow Bridge
- Reported SDE
- $320,000
- Owner / Manager Compensation
- − $80,000
- Acquisition Debt Service
- − $123,870
- Residual Cash Flow
- $116,130
Underwriting Conditions
Intangible allocation: 74% of purchase price allocated to goodwill.
The disclosed figures meet the current screening criteria. Proceed to document-based due diligence; this result is not an authorization to purchase or a financing commitment.
Scope of Review. Preliminary screening based on seller-represented inputs, not an independent valuation, credit approval, or verified purchase recommendation. Missing information is not evidence of satisfactory performance. Cash flow excludes undisclosed capital expenditures and working-capital needs.
02 · Investor Perspective
What These Numbers Mean
01
Earnings & Purchase Price
The $850,000 asking price equals 2.66 times annual seller’s discretionary earnings of $320,000. SDE includes the reported owner’s compensation and add-backs; it is not the cash remaining after paying a replacement operator and acquisition debt.
02
Valuation Discipline
The current acquisition criteria target a price of 3.00× SDE or less, with a ceiling of 4.00×. This listing is within the target. The multiple is a screening measure, not an independent valuation or a guaranteed recovery period.
03
Cash Available to the Investor
With $85,000 of equity, modeled annual loan payments are $123,870. After those payments and $80,000 of owner/manager compensation, annual residual cash flow is $116,130 before undisclosed capital expenditures, working-capital requirements, and taxes.
04
Capacity to Service Debt
After owner/manager compensation, the business has $1.94 available for each $1 of modeled debt service. This meets the current 1.25× coverage requirement. Coverage alone does not establish lender approval or resolve operating and transfer risks.
05
Return on Invested Equity
Modeled annual residual cash flow represents 137% of the $85,000 equity contribution. This leveraged cash-on-cash estimate is not a guaranteed return and excludes additional capital needs and unverified adjustments.
06
Purchase Price Allocation
The model attributes $630,000—74% of the asking price—to goodwill after deducting disclosed inventory, equipment, and real estate values. This residual allocation is not an appraisal of intangible assets or confirmation of resale value.
Decision Implications
The disclosed figures meet the current screening criteria. Proceed to document-based due diligence; this result is not an authorization to purchase or a financing commitment.
Financing & Return Analysis
Goodwill allocation: $630,000 · Assumes 90% loan, 10 yrs, 10.5%.
Investment Metrics
Valuation & Asset Coverage
- Revenue Multiple (P/R)
- 0.44×
- Asking price ÷ gross revenue
- Unlevered Payback Period
- 2.7 yrs
- Asking price ÷ SDE
- Tangible Asset Coverage
- 25.9%
- Inventory + equipment ÷ price
Profitability & Earnings
- SDE Margin
- 16.7%
- SDE ÷ revenue
- Net Profit Margin
- 9.9%
- Net income ÷ revenue
- Owner Compensation Ratio
- 4.9%
- Owner salary ÷ revenue
Revenue Growth
- Year-over-Year Revenue Growth
- 7.9%
- vs. year before
- Revenue CAGR (3-Year History)
- 7.9%
- Compound annual growth rate
- Cumulative Revenue Growth
- 16.4%
- Latest revenue ÷ earliest revenue − 1
Customer Economics & Revenue Quality
- Customer Acquisition Cost (CAC)
- $90
- Marketing spend ÷ new customers
- Average Revenue per Customer (ARPC)
- $1,011
- Last-year revenue ÷ active customers
- Marketing Expense Ratio
- 2.0%
- Ad spend ÷ revenue
- Recurring Revenue Mix
- 45.0%
- Contracted / repeat
- Non-Recurring Revenue Mix
- 55.0%
- 100% − recurring revenue share
- Largest Customer Concentration
- 4.0%
- Concentration risk
Operating Efficiency
- Revenue per Employee
- $137,143
- Revenue ÷ employees
- SDE per Employee
- $22,857
- SDE ÷ employees; includes owner benefit
- Occupancy Cost Ratio
- 2.2%
- Yearly rent ÷ revenue
Evidence Behind the Recommendation
Underwriting Factors
- Valuation (Price / SDE)2.66× SDE — at or below target multiple
- Debt service coverage (DSCR)1.94× after market owner compensation (90% loan, 10 yrs, 10.5%)
- Revenue trajectory+16% over 3 yrs
- Operating history18 years operating history
- Lease tenure14 yrs incl. options — covers 10-yr amortization
- Occupancy cost ratio2% of gross revenue
- Intangible allocation74% of purchase price allocated to goodwill
- Key-person riskSemi-absentee (manager runs it)
- Customer concentrationLargest customer 4%
- Customer data integrityVerifiable customer records
- Recurring revenue mix45% contracted / recurring revenue
- Seller financingSeller note offered — aligned interest, reduced equity requirement
Your Decision Roadmap
Recommended Next Action
Begin Due Diligence
Request the supporting documents below from the seller or listing broker before committing capital. Confirm earnings, financing and transferability.
Verify Before Committing Capital
Due Diligence Requirements
- 01Three years of business tax returns, reconciled to stated SDE
- 02YTD P&L and balance sheet; trailing-twelve-month (TTM) recast
- 0312 months of bank statements — proof-of-cash reconciliation to revenue
- 04Lease, renewal options, and landlord estoppel / consent to assignment
- 05Fixed-asset schedule (age, condition) and inventory count at close
- 06Customer revenue by account — top-10 concentration and retention
- 07Payroll registers and owner compensation normalization (W-2 vs 1099)
- 08Entity documents, licenses, permits; UCC lien, tax lien and litigation search
Buying a Business · The Process · The Numbers
Frequently Asked Questions
Buying a Business & the Acquisition Process
What Does a Pursue Recommendation Actually Mean?
It means the disclosed figures meet the current screening criteria—not that the business is proven, fairly appraised or approved for financing. Verify earnings, transfer rights, working capital and risks before committing.
What Should I Request Before Buying a Business?
Request three years of tax returns and financial statements, current year results, bank records, payroll, asset lists, customer information and all material leases, licenses and contracts. Reconcile reported earnings to supporting records with your accountant and advisor.
Am I Buying the Business Assets or the Company Itself?
An asset purchase acquires specified assets and agreed obligations. An equity purchase acquires ownership in the entity, which may retain existing liabilities. Tax treatment, contracts and transfer requirements differ; have legal and tax advisors review the structure.
How Much Cash Will I Need Beyond the Down Payment?
Budget for closing costs, professional fees, inventory adjustments, working capital, reserves and necessary equipment spending. The modeled equity injection is not the complete cash requirement. Obtain a transaction-specific sources-and-uses budget.
Can I Rely on the Seller’s Discretionary Earnings?
Only after verification. Identify each adjustment and determine whether it truly stops after the sale. Deduct replacement management, acquisition debt and other cash requirements when evaluating the income available to you.
Will a Good Debt Coverage Ratio Guarantee a Loan?
No. A lender also evaluates verified earnings, credit, experience, collateral, equity, loan-program requirements and transaction risk. The report’s financing assumptions are not an approval or lender quote.
Why Can a Profitable Business Still Receive Decline?
Earnings do not cure non-transferable leases or licenses, unresolved environmental issues or other disqualifying risks. Review the factors and underlying evidence; a lower price may not resolve an operational or legal barrier.
What Happens Between Finding a Listing and Closing?
A typical sequence includes initial screening, confidentiality agreement, evidence review, indicative terms or a letter of intent, detailed due diligence, financing and transfer approvals, definitive agreements and closing. Sequence and timing vary by transaction.
How Should I Negotiate the Asking Price?
Base terms on verified sustainable earnings, comparable transactions, asset condition, required capital and transfer risks. Consider price together with seller financing, contingencies and working-capital terms; a low headline price is not necessarily a better investment.
What If Important Information Is Missing From the Listing?
Treat missing information as an unresolved question, not as zero risk or confirmed performance. Ask for the evidence specified in the glossary and rerun the analysis when verified inputs become available.
Questions About Every Investment Term
How Should I Evaluate SDE per Employee?
Higher is generally favorable when the owner’s workload, staffing hours, service quality and accounting are comparable. $40,000 alone is neither good nor bad: it may be strong for a labor-intensive shop and weak for a high-margin advisory firm. An unpaid full-time owner or excluded contractors can make it look artificially high.
What Should I Ask the Seller to Prove?
Obtain payroll, part-time hours, contractor costs, the owner’s weekly duties and three years of recast earnings. This report uses reported headcount, not verified full-time equivalents.
How Should I Evaluate Owner Compensation Ratio?
Neither high nor low is automatically better. A low ratio may reflect unpaid owner labor; a high ratio may reflect the owner doing several jobs. Compare with the market cost of replacing those duties.
What Should I Ask the Seller to Prove?
Request payroll, distributions, owner duties and local salary comparisons.
How Should I Evaluate Cumulative Revenue Growth?
Higher is generally favorable, but price increases or acquisitions can conceal declining customer demand. Confirm profit and cash collection grew too.
What Should I Ask the Seller to Prove?
Compare annual tax returns, revenue ledgers, units sold and price changes.
How Should I Evaluate Non-Recurring Revenue Mix?
Lower can improve predictability, but a successful retail business may naturally have mostly transactional sales. Repeat customers are not the same as enforceable contracts.
What Should I Ask the Seller to Prove?
Review customer cohorts, bookings, pipeline conversion and contract definitions.
How Should I Evaluate SDE (Seller’s Discretionary Earnings)?
Higher is favorable only if earnings are repeatable and verified. Subtract replacement labor, financing, capital needs and taxes before deciding what you can actually take home.
What Should I Ask the Seller to Prove?
Request tax returns, payroll and a line-by-line add-back schedule. Do not add the same expense twice.
How Should I Evaluate Price / SDE Multiple?
Lower generally reduces valuation risk for equivalent businesses. A low multiple may signal weak earnings or transfer problems; a high one needs stronger growth and quality. The report’s targets are screening criteria, not universal market values.
What Should I Ask the Seller to Prove?
Compare actual closed transactions in the same industry, size and geography; distinguish asking prices from sale prices.
How Should I Evaluate DSCR (Debt Service Coverage Ratio)?
Higher means more payment cushion. Below 1.00× cannot cover the included debt from the modeled cash flow. At 1.00× there is no cushion. The selected minimum and strong target govern this report; a lender may calculate DSCR differently.
What Should I Ask the Seller to Prove?
Confirm the lender’s definition, all required debt, owner pay, interest rate, amortization and cash requirements.
How Should I Evaluate Debt Service?
Lower payments help cash flow, but longer terms can increase total interest and a balloon may create refinancing risk. Read the full payment schedule.
What Should I Ask the Seller to Prove?
Obtain the amortization schedule, fees, variable-rate terms and balloon details.
How Should I Evaluate Equity Injection?
More equity lowers leverage but ties up more capital. Less equity increases debt and can exaggerate cash-on-cash return. Loan requirements depend on the program and deal.
What Should I Ask the Seller to Prove?
Confirm lender eligibility, source of funds and a complete closing and working-capital budget.
How Should I Evaluate Cash-on-Cash Return?
Higher is attractive only when the cash is sustainable. Heavy borrowing can create a high percentage and high failure risk at the same time.
What Should I Ask the Seller to Prove?
Include all invested cash, taxes, capital expenditures, working capital and debt terms in a complete return analysis.
How Should I Evaluate Free Cash Flow After Debt Service?
Higher is generally better. A positive number is not automatically distributable cash; ongoing capital spending, working capital and taxes still matter.
What Should I Ask the Seller to Prove?
Request a cash-flow budget, maintenance capital plan and seasonal working-capital schedule.
How Should I Evaluate Goodwill?
Neither high nor low is decisive. High goodwill can be reasonable for a transferable service business but offers less tangible collateral. Missing asset values overstate the residual.
What Should I Ask the Seller to Prove?
Verify asset inclusion, customer transfer, intellectual property and an advisor-reviewed purchase-price allocation.
How Should I Evaluate Tangible Assets / FF&E?
More assets are not automatically better: obsolete inventory and aging equipment can require cash rather than protect it.
What Should I Ask the Seller to Prove?
Obtain asset schedules, inspections, inventory aging, lien searches and independent valuations.
How Should I Evaluate Revenue Multiple (P/R)?
Lower may be attractive only when margins and risk are comparable. Never value a low-margin business solely because its revenue multiple looks inexpensive.
What Should I Ask the Seller to Prove?
Compare industry-specific closed transactions and verify earnings, not just sales.
How Should I Evaluate CAGR?
Higher is favorable if profitable and repeatable. Three annual observations contain two intervals; do not divide by three. A strong average can conceal a weak latest year.
What Should I Ask the Seller to Prove?
Review every annual result, acquisitions, price changes, margins and the latest monthly trend.
How Should I Evaluate YoY?
Higher generally indicates growth, but one unusually weak prior year can make a rebound appear exceptional.
What Should I Ask the Seller to Prove?
Compare matching periods, seasonality, price changes and one-time revenue.
How Should I Evaluate SDE Margin / Net Margin?
Higher generally means stronger earnings efficiency within the same industry. Low labor cost or deferred repairs can inflate margins; a high SDE margin can still leave little cash after replacing the owner.
What Should I Ask the Seller to Prove?
Reconcile net income to SDE and review wages, gross margins, maintenance and industry comparisons.
How Should I Evaluate CAC (Customer Acquisition Cost)?
Lower is generally favorable for customers of equal quality. Compare CAC with contribution profit over the customer relationship, not revenue alone. $120 is expensive for a $50-profit customer and potentially attractive for a retained $1,000-profit customer.
What Should I Ask the Seller to Prove?
Request channel spend, acquisition dates, unique new-customer counts, contribution margins and retention cohorts.
How Should I Evaluate ARPC?
Higher can reflect better pricing or engagement, but also concentration in a few large customers. Compare customer mix, profitability and repeat purchases.
What Should I Ask the Seller to Prove?
Define active customers consistently and review customer-level sales, margins and retention.
How Should I Evaluate Marketing Expense Ratio?
Lower is not always better. Underinvestment can reduce future demand; a higher ratio can be justified if new customers produce profitable, retained revenue.
What Should I Ask the Seller to Prove?
Review campaign attribution, CAC, contribution profit and customer cohorts—not spend alone.
How Should I Evaluate Revenue per Employee / FTE?
Higher can indicate productivity but also outsourcing, understaffing or unpaid owner work. Sales productivity is not profit productivity.
What Should I Ask the Seller to Prove?
Obtain payroll hours, contractor spend and owner duties; compare identical staffing definitions.
How Should I Evaluate Occupancy Cost Ratio?
Lower generally leaves more room for profit, but location may drive sales. The screener uses up to 10% as favorable, over 10% through 15% as caution and over 15% as adverse; these are app screening bands, not universal industry standards.
What Should I Ask the Seller to Prove?
Review rent schedule, common-area charges, renewal terms, taxes, insurance and location dependence.
How Should I Evaluate Tangible Asset Coverage?
Higher may provide more asset backing, but book values are not cash recovery and asset-heavy operations often require more reinvestment.
What Should I Ask the Seller to Prove?
Inspect included assets and verify inventory aging, ownership, liens and market resale values.
How Should I Evaluate Recurring Revenue Mix?
Higher generally improves predictability when customers retain and agreements transfer. The screener’s bands are below 15%, 15% to under 40%, and 40% or more—not universal quality grades.
What Should I Ask the Seller to Prove?
Review contracts, renewal rates, cancellations, concentration and assignment rights.
How Should I Evaluate Customer Concentration?
Lower generally reduces single-customer risk. This screener uses up to 10% as favorable, over 10% through 25% as caution and over 25% as adverse. Contracts and retention still matter.
What Should I Ask the Seller to Prove?
Request top-ten revenue and gross profit, contracts, renewal dates and customer transfer plans.
How Should I Evaluate Key-Person Risk?
Less dependency generally improves transferability. An absentee claim is not evidence that the business runs independently.
What Should I Ask the Seller to Prove?
Review duties, licensing, customer interviews, staff tenure and transition obligations.
How Should I Evaluate Payback Period (Unlevered)?
Shorter is generally preferable at equivalent quality. In this report it is mathematically the same ratio as Price / SDE, expressed in years—not an independent valuation signal.
What Should I Ask the Seller to Prove?
Prepare a multi-year cash-flow model including taxes, labor replacement and capital needs.
How Should I Evaluate Asset Sale vs. Stock Sale?
There is no numerical ranking. Evaluate transferability, tax consequences, assumed liabilities and legal protections together.
What Should I Ask the Seller to Prove?
Use transaction counsel and a tax advisor; review successor liability, contracts and excluded obligations.
How Should I Evaluate Add-Backs / Recast?
Larger add-backs do not mean a better business. Aggressive adjustments can inflate price and debt capacity while real expenses remain.
What Should I Ask the Seller to Prove?
Request invoices, tax returns, payroll and a detailed adjustment bridge reviewed by an accountant.
How Should I Evaluate TTM?
There is no good or bad TTM number on its own. Compare it with prior matching periods and annual filings to identify current direction.
What Should I Ask the Seller to Prove?
Obtain monthly P&Ls, bank records and matching prior-year periods.
How Should I Evaluate Proof of Cash?
The quality of reconciliation matters—not the size of deposits. A mismatch may be timing, but unexplained differences undermine earnings credibility.
What Should I Ask the Seller to Prove?
Request bank statements, merchant settlements, sales ledgers, receivables and accountant review.
How Should I Evaluate Estoppel?
No numerical score applies. Clear, current landlord confirmation reduces uncertainty; a signed statement is not a substitute for reviewing the lease.
What Should I Ask the Seller to Prove?
Have counsel reconcile the lease, amendments, estoppel and assignment consent.
How Should I Evaluate UCC Lien?
Fewer unresolved claims generally reduces closing risk. A lien can be routine if correctly paid and released; a clean UCC search does not identify every possible liability.
What Should I Ask the Seller to Prove?
Obtain current searches, payoff letters and releases; review tax and other liens separately.
How Should I Evaluate Phase I ESA?
There is no dollar benchmark for a good report. The objective is to understand exposure; absence of identified concerns is not a guarantee of no contamination.
What Should I Ask the Seller to Prove?
Engage a qualified environmental professional and counsel; investigate further when recommended.
How Should I Evaluate Seller Note?
A larger seller note is not automatically better. It can reduce upfront cash, but deferred payments, balloons and lender requirements change risk.
What Should I Ask the Seller to Prove?
Review all note terms, standby requirements, collateral, priority, balloon and total debt service.
How Should I Evaluate LOI?
No numerical rating applies. Precision and appropriate conditions matter more than length or an attractive headline price.
What Should I Ask the Seller to Prove?
Have counsel review binding language, deposits, exclusivity, financing and termination rights.
Investment Education
Glossary
A number becomes useful when its calculation, business context and evidence are understood. Examples below are hypothetical—not facts about this listing. Rating guides describe evidence and risk, not guaranteed outcomes. Numerical screening bands are identified explicitly; other measures require relevant industry comparisons.
SDE per Employee
What It Measures
Annual seller’s discretionary earnings allocated across the reported employee count. It measures owner benefit relative to staffing—not what each employee earns or produces individually.
Calculation / Assessment
Annual SDE ÷ reported employees
Worked Example
$200,000 SDE ÷ 5 employees = $40,000 per employee per year. With the same 5 employees, $100,000 SDE gives $20,000; $300,000 gives $60,000. These are teaching examples, not industry cutoffs.
How to Interpret It
Higher is generally favorable when the owner’s workload, staffing hours, service quality and accounting are comparable. $40,000 alone is neither good nor bad: it may be strong for a labor-intensive shop and weak for a high-margin advisory firm. An unpaid full-time owner or excluded contractors can make it look artificially high.
From Weak to Excellent
- Weak / High RiskNegative SDE per employee means the business is losing money on this measure; investigate the underlying earnings.
- Needs InvestigationPositive earnings but below comparable businesses, or falling over time; assess whether staffing and owner pay are sustainable.
- StrongAt or above comparable businesses with consistent staffing and verified earnings.
- Excellent / ResilientSustained improvement above relevant peers, after normalizing owner work and contractor costs, without weakening service.
Evidence to Request
Obtain payroll, part-time hours, contractor costs, the owner’s weekly duties and three years of recast earnings. This report uses reported headcount, not verified full-time equivalents.
Owner Compensation Ratio
What It Measures
The share of sales paid as reported owner salary. It excludes distributions and other add-backs.
Calculation / Assessment
Owner salary ÷ annual revenue × 100
Worked Example
$80,000 salary ÷ $800,000 revenue = 10%. Each sales dollar includes 10 cents of owner salary.
How to Interpret It
Neither high nor low is automatically better. A low ratio may reflect unpaid owner labor; a high ratio may reflect the owner doing several jobs. Compare with the market cost of replacing those duties.
From Weak to Excellent
- Weak / High RiskUnreported or implausible pay hides the true cost of operations.
- Needs InvestigationPay is disclosed but duties and replacement cost are uncertain.
- StrongPay reasonably matches documented duties and market replacement cost.
- Excellent / ResilientIndependent staffing and pay evidence support earnings after replacing the owner.
Evidence to Request
Request payroll, distributions, owner duties and local salary comparisons.
Cumulative Revenue Growth
What It Measures
The total sales increase or decrease from the earliest to latest year—not an annual growth rate.
Calculation / Assessment
(Latest revenue ÷ earliest revenue − 1) × 100
Worked Example
Sales rising from $500,000 to $605,000 equal 21% total growth. Three annual observations span two growth intervals.
How to Interpret It
Higher is generally favorable, but price increases or acquisitions can conceal declining customer demand. Confirm profit and cash collection grew too.
From Weak to Excellent
- Weak / High RiskPersistent contraction without a credible recovery plan.
- Needs InvestigationFlat or erratic sales; inflation may mean real demand declined.
- StrongVerified total growth with stable margins and customer retention.
- Excellent / ResilientSustained profitable growth from diversified, repeatable demand.
Evidence to Request
Compare annual tax returns, revenue ledgers, units sold and price changes.
Non-Recurring Revenue Mix
What It Measures
Revenue not identified as recurring or contracted. One-time revenue must generally be won again.
Calculation / Assessment
100% − recurring revenue share
Worked Example
If 60% is recurring, 40% is non-recurring. On $1 million of sales, $400,000 depends on non-recurring transactions.
How to Interpret It
Lower can improve predictability, but a successful retail business may naturally have mostly transactional sales. Repeat customers are not the same as enforceable contracts.
From Weak to Excellent
- Weak / High RiskOne-time work dominates and the sales pipeline is unsupported.
- Needs InvestigationTransactional sales are viable but fluctuate or depend on the owner.
- StrongRepeatable demand and documented pipeline support future sales.
- Excellent / ResilientDiversified repeat demand remains strong through ownership changes and downturns.
Evidence to Request
Review customer cohorts, bookings, pipeline conversion and contract definitions.
SDE (Seller’s Discretionary Earnings)
What It Measures
The estimated annual economic benefit to one working owner before acquisition debt. It is not cash available to a passive investor.
Calculation / Assessment
Net income + reported owner salary + accepted add-backs
Worked Example
$100,000 net income + $80,000 owner salary + $20,000 supported add-backs = $200,000 SDE. A $70,000 replacement manager leaves $130,000 before acquisition debt.
How to Interpret It
Higher is favorable only if earnings are repeatable and verified. Subtract replacement labor, financing, capital needs and taxes before deciding what you can actually take home.
From Weak to Excellent
- Weak / High RiskLosses or material unsupported add-backs.
- Needs InvestigationPositive benefit but volatile earnings or incomplete verification.
- StrongRecurring earnings reconcile to tax returns and bank records.
- Excellent / ResilientDurable, growing, independently supported earnings survive owner replacement and stress tests.
Evidence to Request
Request tax returns, payroll and a line-by-line add-back schedule. Do not add the same expense twice.
Price / SDE Multiple
What It Measures
The asking price relative to annual owner benefit. It compares purchase cost with earnings, not with revenue.
Calculation / Assessment
Asking price ÷ annual SDE
Worked Example
$600,000 price ÷ $200,000 SDE = 3.0×. You pay three times one year’s owner benefit before financing and other cash requirements.
How to Interpret It
Lower generally reduces valuation risk for equivalent businesses. A low multiple may signal weak earnings or transfer problems; a high one needs stronger growth and quality. The report’s targets are screening criteria, not universal market values.
From Weak to Excellent
- Weak / High RiskAbove the selected ceiling without defensible earnings or comparable sales.
- Needs InvestigationAbove target but potentially supported by quality, growth or better terms.
- StrongWithin target and consistent with relevant closed transactions.
- Excellent / ResilientAttractive relative to comparable sales with independently verified, transferable earnings.
Evidence to Request
Compare actual closed transactions in the same industry, size and geography; distinguish asking prices from sale prices.
DSCR (Debt Service Coverage Ratio)
What It Measures
Cash available for debt payments divided by required principal and interest. Here, available cash is SDE less replacement owner or manager salary.
Calculation / Assessment
(SDE − replacement salary) ÷ annual acquisition debt service
Worked Example
($200,000 SDE − $80,000 replacement salary) ÷ $100,000 debt service = 1.20×. Only $20,000 remains before taxes, capital spending and working-capital changes.
How to Interpret It
Higher means more payment cushion. Below 1.00× cannot cover the included debt from the modeled cash flow. At 1.00× there is no cushion. The selected minimum and strong target govern this report; a lender may calculate DSCR differently.
From Weak to Excellent
- Weak / High RiskBelow 1.00×: cash falls short of included payments.
- Needs InvestigationAt 1.00× or above but below the selected strong target: cushion may be thin; check the selected minimum.
- StrongMeets the selected strong target using supported cash flow.
- Excellent / ResilientRemains above the selected strong target after realistic revenue and expense stress tests.
Evidence to Request
Confirm the lender’s definition, all required debt, owner pay, interest rate, amortization and cash requirements.
Debt Service
What It Measures
Required loan principal and interest payments over a year. Principal reduces debt; interest is the borrowing cost.
Calculation / Assessment
Monthly principal-and-interest payment × 12
Worked Example
$5,000 monthly payments = $60,000 annual debt service. $90,000 of cash available gives 1.50× coverage.
How to Interpret It
Lower payments help cash flow, but longer terms can increase total interest and a balloon may create refinancing risk. Read the full payment schedule.
From Weak to Excellent
- Weak / High RiskPayments exceed sustainable available cash.
- Needs InvestigationPayments are covered with little reserve or a major balloon risk.
- StrongPayments fit verified cash flow with appropriate reserves.
- Excellent / ResilientPayments stay affordable under stress with manageable maturity and refinancing exposure.
Evidence to Request
Obtain the amortization schedule, fees, variable-rate terms and balloon details.
Equity Injection
What It Measures
Buyer funds contributed toward the acquisition. The report models a down payment, not the full cash needed to close and operate.
Calculation / Assessment
Purchase price × down-payment percentage
Worked Example
$600,000 × 10% = $60,000 modeled equity. Legal costs, lender fees, inventory adjustments and operating reserves may require additional cash.
How to Interpret It
More equity lowers leverage but ties up more capital. Less equity increases debt and can exaggerate cash-on-cash return. Loan requirements depend on the program and deal.
From Weak to Excellent
- Weak / High RiskContribution is borrowed or leaves no viable operating reserve.
- Needs InvestigationClosing funds are available but reserves are thin.
- StrongContribution and realistic operating reserves are documented.
- Excellent / ResilientAdequate liquidity remains after closing and under a downside scenario.
Evidence to Request
Confirm lender eligibility, source of funds and a complete closing and working-capital budget.
Cash-on-Cash Return
What It Measures
Modeled annual residual cash relative to the modeled down payment. It is not a guaranteed yield or total investment return.
Calculation / Assessment
Annual cash after modeled salary and debt ÷ down payment × 100
Worked Example
$30,000 residual cash ÷ $100,000 down payment = 30%. If another $50,000 is needed at closing, the return on $150,000 is 20% before omitted costs.
How to Interpret It
Higher is attractive only when the cash is sustainable. Heavy borrowing can create a high percentage and high failure risk at the same time.
From Weak to Excellent
- Weak / High RiskNegative cash after modeled obligations.
- Needs InvestigationPositive but below your risk-adjusted target or reliant on thin reserves.
- StrongMeets your target with verified earnings and complete cash requirements.
- Excellent / ResilientExceeds the target and remains attractive after downside testing and necessary reinvestment.
Evidence to Request
Include all invested cash, taxes, capital expenditures, working capital and debt terms in a complete return analysis.
Free Cash Flow After Debt Service
What It Measures
The report’s modeled cash remaining after replacement salary and acquisition debt. It is a screening estimate, not fully adjusted free cash flow.
Calculation / Assessment
SDE − replacement salary − annual debt service
Worked Example
$200,000 − $80,000 salary − $90,000 debt = $30,000. A $15,000 equipment replacement leaves $15,000 before taxes and other cash needs.
How to Interpret It
Higher is generally better. A positive number is not automatically distributable cash; ongoing capital spending, working capital and taxes still matter.
From Weak to Excellent
- Weak / High RiskNegative residual cash.
- Needs InvestigationPositive cash but insufficient for necessary reinvestment and reserves.
- StrongCash covers reinvestment, reserves and the buyer’s target.
- Excellent / ResilientDurable surplus remains after realistic downturn and expense scenarios.
Evidence to Request
Request a cash-flow budget, maintenance capital plan and seasonal working-capital schedule.
Goodwill
What It Measures
The modeled price remaining after disclosed inventory, equipment and included real estate. It approximates intangible value, not an accounting or tax appraisal.
Calculation / Assessment
Price − inventory − equipment − included real-estate value
Worked Example
$600,000 price − $150,000 inventory/equipment − $0 included real estate = $450,000 implied goodwill, or 75% of price.
How to Interpret It
Neither high nor low is decisive. High goodwill can be reasonable for a transferable service business but offers less tangible collateral. Missing asset values overstate the residual.
From Weak to Excellent
- Weak / High RiskValue depends on owner relationships that may not transfer.
- Needs InvestigationIntangible value is material but retention evidence is incomplete.
- StrongContracts, brand and customer retention support the allocation.
- Excellent / ResilientIndependent valuation and durable transferable earnings support the intangible premium.
Evidence to Request
Verify asset inclusion, customer transfer, intellectual property and an advisor-reviewed purchase-price allocation.
Tangible Assets / FF&E
What It Measures
Inventory, furniture, fixtures and equipment that support operations. Book value, replacement cost and resale value are different measures.
Calculation / Assessment
Sum of supported values for the included physical assets
Worked Example
$40,000 saleable inventory + $110,000 equipment = $150,000 physical assets. Equipment listed at $110,000 may sell for much less in liquidation.
How to Interpret It
More assets are not automatically better: obsolete inventory and aging equipment can require cash rather than protect it.
From Weak to Excellent
- Weak / High RiskObsolete, encumbered or missing assets.
- Needs InvestigationUseful assets but uncertain value, condition or ownership.
- StrongInspected, usable assets with supported values and clear title.
- Excellent / ResilientWell-maintained assets fit future needs with independent values and no hidden replacement burden.
Evidence to Request
Obtain asset schedules, inspections, inventory aging, lien searches and independent valuations.
Revenue Multiple (P/R)
What It Measures
Asking price relative to annual sales. It ignores how much sales become earnings.
Calculation / Assessment
Asking price ÷ latest annual revenue
Worked Example
$600,000 ÷ $1,000,000 sales = 0.60× revenue. A business earning $50,000 and one earning $200,000 can both have the same 0.60× ratio.
How to Interpret It
Lower may be attractive only when margins and risk are comparable. Never value a low-margin business solely because its revenue multiple looks inexpensive.
From Weak to Excellent
- Weak / High RiskPrice is unsupported by earnings and relevant sales comparisons.
- Needs InvestigationRevenue-based pricing with incomplete margin evidence.
- StrongConsistent with comparable transactions and supported profitability.
- Excellent / ResilientAttractive against relevant peers with strong transferable earnings and cash conversion.
Evidence to Request
Compare industry-specific closed transactions and verify earnings, not just sales.
CAGR
What It Measures
The constant annual growth rate that would connect the first and last sales figures. It smooths volatility rather than showing each year’s path.
Calculation / Assessment
(Latest revenue ÷ earliest revenue)^(1 ÷ elapsed years) − 1
Worked Example
$500,000 to $605,000 over two annual intervals gives 10% CAGR: $500,000 × 1.10 × 1.10 = $605,000.
How to Interpret It
Higher is favorable if profitable and repeatable. Three annual observations contain two intervals; do not divide by three. A strong average can conceal a weak latest year.
From Weak to Excellent
- Weak / High RiskNegative long-term growth with weakening demand.
- Needs InvestigationFlat or inconsistent growth, or growth driven only by price increases.
- StrongVerified positive growth with maintained margins.
- Excellent / ResilientSustained profitable growth supported by customer demand and capacity.
Evidence to Request
Review every annual result, acquisitions, price changes, margins and the latest monthly trend.
YoY
What It Measures
Year-over-year change comparing the latest year with the preceding year.
Calculation / Assessment
(Latest-year revenue ÷ prior-year revenue − 1) × 100
Worked Example
$550,000 this year ÷ $500,000 last year − 1 = 10% growth. A move to $450,000 would be −10%.
How to Interpret It
Higher generally indicates growth, but one unusually weak prior year can make a rebound appear exceptional.
From Weak to Excellent
- Weak / High RiskVerified decline accompanied by weakening margins or retention.
- Needs InvestigationFlat, volatile or temporary rebound sales.
- StrongProfitable growth against a representative prior year.
- Excellent / ResilientProfitable growth repeats across multiple periods without concentration or capacity strain.
Evidence to Request
Compare matching periods, seasonality, price changes and one-time revenue.
SDE Margin / Net Margin
What It Measures
The share of revenue represented by owner benefit or accounting net income. These use different numerators and should not be treated as interchangeable.
Calculation / Assessment
SDE ÷ revenue × 100; net income ÷ revenue × 100
Worked Example
On $1 million sales, $200,000 SDE gives 20% SDE margin; $100,000 net income gives 10% net margin. Owner salary and add-backs explain the difference.
How to Interpret It
Higher generally means stronger earnings efficiency within the same industry. Low labor cost or deferred repairs can inflate margins; a high SDE margin can still leave little cash after replacing the owner.
From Weak to Excellent
- Weak / High RiskNegative or falling normalized margins.
- Needs InvestigationPositive but below comparable firms or reliant on unverified add-backs.
- StrongStable margins supported by comparable accounting and market wages.
- Excellent / ResilientSustained above-peer margins with strong cash conversion and adequate reinvestment.
Evidence to Request
Reconcile net income to SDE and review wages, gross margins, maintenance and industry comparisons.
CAC (Customer Acquisition Cost)
What It Measures
The report’s estimate of marketing spend per new customer. A full CAC analysis may also include sales staff, commissions and other acquisition costs.
Calculation / Assessment
Reported annual marketing spend ÷ new customers acquired
Worked Example
$12,000 marketing ÷ 100 new customers = $120 CAC. If each generates $300 revenue at 40% contribution margin, first-purchase contribution is $120—only enough to recover this marketing cost.
How to Interpret It
Lower is generally favorable for customers of equal quality. Compare CAC with contribution profit over the customer relationship, not revenue alone. $120 is expensive for a $50-profit customer and potentially attractive for a retained $1,000-profit customer.
From Weak to Excellent
- Weak / High RiskExpected customer contribution does not recover acquisition cost.
- Needs InvestigationAcquisition cost is recovered slowly or attribution and retention are uncertain.
- StrongVerified contribution comfortably covers acquisition cost within a manageable payback period.
- Excellent / ResilientCohorts repeatedly generate strong contribution after acquisition costs across scalable channels.
Evidence to Request
Request channel spend, acquisition dates, unique new-customer counts, contribution margins and retention cohorts.
ARPC
What It Measures
Average annual revenue per active customer. It measures sales, not customer profit or lifetime value.
Calculation / Assessment
Latest annual revenue ÷ active customers for the matching period
Worked Example
$600,000 annual revenue ÷ 1,000 active customers = $600 per customer. At 30% contribution margin, that represents $180 contribution before acquisition and overhead.
How to Interpret It
Higher can reflect better pricing or engagement, but also concentration in a few large customers. Compare customer mix, profitability and repeat purchases.
From Weak to Excellent
- Weak / High RiskFalling revenue per customer alongside poor retention or margins.
- Needs InvestigationStable revenue but uncertain contribution or uneven customer mix.
- StrongHealthy per-customer contribution with diversified repeat demand.
- Excellent / ResilientGrowing contribution per customer with strong retention and no excessive concentration.
Evidence to Request
Define active customers consistently and review customer-level sales, margins and retention.
Marketing Expense Ratio
What It Measures
The portion of annual sales spent on reported advertising and marketing.
Calculation / Assessment
Marketing spend ÷ annual revenue × 100
Worked Example
$30,000 marketing ÷ $600,000 revenue = 5%. That is 5 cents of marketing for each sales dollar.
How to Interpret It
Lower is not always better. Underinvestment can reduce future demand; a higher ratio can be justified if new customers produce profitable, retained revenue.
From Weak to Excellent
- Weak / High RiskSpending produces inadequate contribution or customer growth.
- Needs InvestigationReturn is uncertain or demand relies on one fragile channel.
- StrongMeasured acquisition and retention justify the spending level.
- Excellent / ResilientRepeatable profitable channels support growth with clear attribution and controlled payback.
Evidence to Request
Review campaign attribution, CAC, contribution profit and customer cohorts—not spend alone.
Revenue per Employee / FTE
What It Measures
Sales allocated across staff. The report label may say FTE, but the current calculation uses reported employees; it is not a verified hours-adjusted FTE measure.
Calculation / Assessment
Annual revenue ÷ reported employees
Worked Example
$1 million sales ÷ 5 employees = $200,000 per employee. If those are five half-time staff, the hours-adjusted denominator could be 2.5 FTE, yielding $400,000 per FTE.
How to Interpret It
Higher can indicate productivity but also outsourcing, understaffing or unpaid owner work. Sales productivity is not profit productivity.
From Weak to Excellent
- Weak / High RiskLow productivity with unsustainable labor cost or service problems.
- Needs InvestigationPositive output but below relevant peers or inconsistently defined staffing.
- StrongCompetitive output with appropriate staffing and healthy margins.
- Excellent / ResilientStrong sustained output with normalized labor, quality and profit conversion.
Evidence to Request
Obtain payroll hours, contractor spend and owner duties; compare identical staffing definitions.
Occupancy Cost Ratio
What It Measures
Annual reported rent as a share of sales. This report does not automatically include common-area charges, property tax, insurance or utilities.
Calculation / Assessment
Monthly rent × 12 ÷ annual revenue × 100
Worked Example
$5,000 monthly rent × 12 ÷ $600,000 sales = 10%. Another $12,000 in annual occupancy charges would lift the all-in ratio to 12%.
How to Interpret It
Lower generally leaves more room for profit, but location may drive sales. The screener uses up to 10% as favorable, over 10% through 15% as caution and over 15% as adverse; these are app screening bands, not universal industry standards.
From Weak to Excellent
- Weak / High RiskAbove 15% in the screener; investigate whether margins support the burden.
- Needs InvestigationOver 10% through 15% in the screener; examine all-in costs and lease increases.
- StrongAt or below 10% in the screener with supported rent and sales.
- Excellent / ResilientAffordable all-in occupancy remains sustainable after rent increases and revenue stress.
Evidence to Request
Review rent schedule, common-area charges, renewal terms, taxes, insurance and location dependence.
Tangible Asset Coverage
What It Measures
Disclosed inventory and equipment relative to price. This report’s metric excludes real estate and does not establish liquidation recovery.
Calculation / Assessment
(Inventory + equipment) ÷ asking price × 100
Worked Example
($50,000 inventory + $100,000 equipment) ÷ $600,000 price = 25%. Three-quarters of the price is not covered by those disclosed asset values.
How to Interpret It
Higher may provide more asset backing, but book values are not cash recovery and asset-heavy operations often require more reinvestment.
From Weak to Excellent
- Weak / High RiskAssets are unusable, overstated or subject to unresolved claims.
- Needs InvestigationLow coverage or uncertain resale values; intangible earnings must justify price.
- StrongVerified useful assets provide reasonable backing for the business model.
- Excellent / ResilientIndependent realizable values, clear title and durable earnings support the price together.
Evidence to Request
Inspect included assets and verify inventory aging, ownership, liens and market resale values.
Recurring Revenue Mix
What It Measures
The share of revenue identified as recurring, contracted or repeat. These categories differ in enforceability and certainty.
Calculation / Assessment
Recurring revenue ÷ total revenue × 100
Worked Example
$600,000 recurring revenue ÷ $1 million sales = 60%. If $200,000 comes from cancellable accounts, the entire 60% is not guaranteed.
How to Interpret It
Higher generally improves predictability when customers retain and agreements transfer. The screener’s bands are below 15%, 15% to under 40%, and 40% or more—not universal quality grades.
From Weak to Excellent
- Weak / High RiskBelow 15% in the screener or claimed recurring sales are unsupported.
- Needs Investigation15% to under 40% in the screener; inspect renewal and cancellation risk.
- Strong40% or more in the screener with supported retention and transferable relationships.
- Excellent / ResilientDiversified, profitable recurring sales persist through renewals and ownership transfer.
Evidence to Request
Review contracts, renewal rates, cancellations, concentration and assignment rights.
Customer Concentration
What It Measures
The share of annual revenue from the largest customer. It measures dependency, not that customer’s profitability or likelihood of leaving.
Calculation / Assessment
Largest customer’s annual sales ÷ total annual sales × 100
Worked Example
$250,000 from one client ÷ $1 million total sales = 25%. Losing the account removes one-quarter of sales, but the profit impact depends on its costs.
How to Interpret It
Lower generally reduces single-customer risk. This screener uses up to 10% as favorable, over 10% through 25% as caution and over 25% as adverse. Contracts and retention still matter.
From Weak to Excellent
- Weak / High RiskAbove 25% in the screener; model loss of the largest account.
- Needs InvestigationOver 10% through 25% in the screener; investigate renewal and owner ties.
- StrongAt or below 10% in the screener with diversified retained accounts.
- Excellent / ResilientDiversification and transferable relationships withstand loss of a major account without threatening viability.
Evidence to Request
Request top-ten revenue and gross profit, contracts, renewal dates and customer transfer plans.
Key-Person Risk
What It Measures
The degree to which earnings depend on the seller’s relationships, skills, license or day-to-day work.
Calculation / Assessment
Assess duties, customer relationships, licenses and replacement cost
Worked Example
A CPA owner serves 60% of clients personally. Even with $200,000 SDE, replacing the owner may require a licensed manager and a client transition plan.
How to Interpret It
Less dependency generally improves transferability. An absentee claim is not evidence that the business runs independently.
From Weak to Excellent
- Weak / High RiskEssential owner skills or relationships cannot reasonably transfer.
- Needs InvestigationReplacement is possible but cost or retention is uncertain.
- StrongDocumented staff, systems and a realistic transition support transfer.
- Excellent / ResilientThe business has already operated successfully without the owner, with resilient staff and customer relationships.
Evidence to Request
Review duties, licensing, customer interviews, staff tenure and transition obligations.
Payback Period (Unlevered)
What It Measures
Purchase price divided by current SDE. It is a simple earnings-based recovery estimate that ignores debt and assumes earnings remain unchanged.
Calculation / Assessment
Asking price ÷ annual SDE
Worked Example
$600,000 ÷ $200,000 SDE = 3 years. This is not a promise of recovering your cash in three years because salary, taxes and reinvestment reduce available cash.
How to Interpret It
Shorter is generally preferable at equivalent quality. In this report it is mathematically the same ratio as Price / SDE, expressed in years—not an independent valuation signal.
From Weak to Excellent
- Weak / High RiskLong recovery unsupported by earnings quality or buyer criteria.
- Needs InvestigationRecovery exceeds your target or relies on optimistic growth.
- StrongRecovery aligns with your target and verified recurring earnings.
- Excellent / ResilientAttractive recovery remains supported after realistic salary, reinvestment and downside adjustments.
Evidence to Request
Prepare a multi-year cash-flow model including taxes, labor replacement and capital needs.
Asset Sale vs. Stock Sale
What It Measures
An asset sale acquires specified assets and rights; a stock sale acquires the entity. Liability exposure differs, but neither structure automatically removes every historical risk.
Calculation / Assessment
Define exactly what transfers and what obligations remain
Worked Example
A $600,000 asset deal may buy equipment, inventory and brand while requiring new lease consent. A stock deal may preserve contracts but also retain the entity’s tax and legal exposures.
How to Interpret It
There is no numerical ranking. Evaluate transferability, tax consequences, assumed liabilities and legal protections together.
From Weak to Excellent
- Weak / High RiskUnknown obligations or essential rights cannot transfer.
- Needs InvestigationStructure is proposed but diligence and consents are incomplete.
- StrongCounsel identifies liabilities, required consents and tax treatment.
- Excellent / ResilientClear scope, completed diligence, enforceable protections and required approvals support closing.
Evidence to Request
Use transaction counsel and a tax advisor; review successor liability, contracts and excluded obligations.
Add-Backs / Recast
What It Measures
Adjustments that estimate normalized owner benefit from reported earnings. Only supported, eligible expenses should be removed.
Calculation / Assessment
Reported earnings + supported normalization adjustments
Worked Example
$100,000 net income + $80,000 owner salary + $10,000 genuinely non-recurring legal cost = $190,000. Recurring $15,000 repairs are not automatically removable.
How to Interpret It
Larger add-backs do not mean a better business. Aggressive adjustments can inflate price and debt capacity while real expenses remain.
From Weak to Excellent
- Weak / High RiskMaterial unsupported, duplicated or recurring costs are added back.
- Needs InvestigationSome support exists but eligibility or replacement costs are uncertain.
- StrongEach adjustment is documented, non-duplicated and consistent with ongoing operations.
- Excellent / ResilientIndependent recast reconciles to records and remains conservative after replacement costs.
Evidence to Request
Request invoices, tax returns, payroll and a detailed adjustment bridge reviewed by an accountant.
TTM
What It Measures
Trailing twelve months: the latest continuous twelve-month period of results, rather than a forecast or calendar year.
Calculation / Assessment
Sum of the most recent 12 complete months
Worked Example
For a review ending September, TTM runs from the prior October through September. $40,000 average monthly sales would total $480,000, but actual monthly totals should be used.
How to Interpret It
There is no good or bad TTM number on its own. Compare it with prior matching periods and annual filings to identify current direction.
From Weak to Excellent
- Weak / High RiskIncomplete months or unexplained deterioration.
- Needs InvestigationComplete period but unreconciled figures or unusual seasonality.
- StrongComplete reconciled period consistent with the underlying trend.
- Excellent / ResilientCurrent reconciled monthly evidence confirms durable earnings and explains all material deviations.
Evidence to Request
Obtain monthly P&Ls, bank records and matching prior-year periods.
Proof of Cash
What It Measures
Reconciliation of sales and collections to bank activity and accounting records. Deposits alone are not necessarily revenue.
Calculation / Assessment
Reconcile sales, receivables and timing to deposits; exclude loans, transfers and other non-sales receipts
Worked Example
$500,000 deposits less $50,000 loan proceeds and $20,000 transfers leave $430,000 potential customer receipts. Receivable movements and sales taxes must still be reconciled.
How to Interpret It
The quality of reconciliation matters—not the size of deposits. A mismatch may be timing, but unexplained differences undermine earnings credibility.
From Weak to Excellent
- Weak / High RiskMaterial unexplained gaps or non-sales deposits presented as revenue.
- Needs InvestigationPartial records or unresolved timing differences.
- StrongSales, collections and bank activity reconcile with documented adjustments.
- Excellent / ResilientIndependent reconciliation across multiple periods supports reported revenue and earnings.
Evidence to Request
Request bank statements, merchant settlements, sales ledgers, receivables and accountant review.
Estoppel
What It Measures
A landlord’s confirmation of specified lease facts such as rent, term, deposits and known defaults. It does not by itself grant assignment consent.
Calculation / Assessment
Confirm lease facts against the proposed transfer
Worked Example
The listing claims five years remain, but the landlord confirms only two. The shorter confirmed term changes site-control and financing risk.
How to Interpret It
No numerical score applies. Clear, current landlord confirmation reduces uncertainty; a signed statement is not a substitute for reviewing the lease.
From Weak to Excellent
- Weak / High RiskMaterial conflicts, unresolved defaults or unavailable required consent.
- Needs InvestigationLease facts or landlord position remain unconfirmed.
- StrongLandlord confirms key terms and required transfer approvals are understood.
- Excellent / ResilientCurrent documentation, adequate tenure and required consents support continued occupancy.
Evidence to Request
Have counsel reconcile the lease, amendments, estoppel and assignment consent.
UCC Lien
What It Measures
A filing that may give a creditor a security interest in business assets. It identifies potential claims; it is not proof of the current payoff amount.
Calculation / Assessment
Search applicable filings and match collateral to acquired assets
Worked Example
Equipment included in the sale secures a seller loan with a $40,000 payoff. Closing must address that claim and obtain the appropriate release.
How to Interpret It
Fewer unresolved claims generally reduces closing risk. A lien can be routine if correctly paid and released; a clean UCC search does not identify every possible liability.
From Weak to Excellent
- Weak / High RiskUnresolved claims prevent delivery of required title.
- Needs InvestigationClaims are identified but payoff or release arrangements are incomplete.
- StrongPayoffs and releases are documented for acquired collateral.
- Excellent / ResilientCounsel confirms title and completes coordinated releases with the closing funds.
Evidence to Request
Obtain current searches, payoff letters and releases; review tax and other liens separately.
Phase I ESA
What It Measures
An environmental site assessment identifying potential environmental concerns through records, inspection and interviews. It normally does not include sampling.
Calculation / Assessment
Review environmental history and recognized environmental conditions
Worked Example
A former auto-repair site may have underground tanks or solvent use. A Phase I concern may require a Phase II investigation before buying or leasing.
How to Interpret It
There is no dollar benchmark for a good report. The objective is to understand exposure; absence of identified concerns is not a guarantee of no contamination.
From Weak to Excellent
- Weak / High RiskMaterial unresolved environmental exposure.
- Needs InvestigationConcerns require further investigation or cost estimates.
- StrongQualified review identifies no unresolved material concerns for the intended use.
- Excellent / ResilientAppropriate follow-up, risk allocation and advisor/lender review address identified exposure.
Evidence to Request
Engage a qualified environmental professional and counsel; investigate further when recommended.
Seller Note
What It Measures
A loan from the seller financing part of the price. Its rate, payment timing, security and priority determine its usefulness.
Calculation / Assessment
Purchase price financed by seller under agreed loan terms
Worked Example
A $600,000 purchase includes a $100,000 seller note. If it requires $12,000 annual payments, include those payments when testing total debt coverage.
How to Interpret It
A larger seller note is not automatically better. It can reduce upfront cash, but deferred payments, balloons and lender requirements change risk.
From Weak to Excellent
- Weak / High RiskUnaffordable payments or terms conflict with senior financing.
- Needs InvestigationPotentially useful financing with unclear priority or maturity.
- StrongDocumented terms fit cash flow and senior-lender requirements.
- Excellent / ResilientBalanced, enforceable terms support a stable transfer and remain affordable under stress.
Evidence to Request
Review all note terms, standby requirements, collateral, priority, balloon and total debt service.
LOI
What It Measures
A letter of intent outlining proposed acquisition terms before definitive agreements. Some provisions may be binding even when the purchase proposal is not.
Calculation / Assessment
Outline price, structure, conditions, diligence, timing and any binding provisions
Worked Example
A $600,000 proposal is conditioned on verified $200,000 SDE, financing and lease consent. Confidentiality or exclusivity may still bind the parties.
How to Interpret It
No numerical rating applies. Precision and appropriate conditions matter more than length or an attractive headline price.
From Weak to Excellent
- Weak / High RiskUnclear obligations or premature commitments without diligence protection.
- Needs InvestigationBasic terms exist but financing, scope or conditions remain vague.
- StrongAdvisor-reviewed terms clearly identify conditions and binding provisions.
- Excellent / ResilientClear commercially workable terms preserve diligence protections and a realistic closing process.
Evidence to Request
Have counsel review binding language, deposits, exclusivity, financing and termination rights.
Further Reading
These resources explain valuation context, repayment ability and due diligence; they do not establish universal grading bands for every metric.
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