Tools / Deal analyzer

Deal Analyzer

Model SDE, seller note, equity injection, and DSCR under current SOP rules. Six numbers decide the answer; the rest is here when you want it.

Year-1 DSCR1.98× STRONG
EquityPass Sources vs usesBalanced
CFADS$832k
Debt service$419k
Cash at close$300k
Start from a worked dealPick the closest shape, then change any number.
1

What you are buying

The price and the earnings underneath it. These two move the answer more than anything else on the page.

Purchase price$
$1.0M$10.0M
SDE basis$
$100k$3.0M
Owner-operator earnings before salary, interest, and taxes · year 1 of the ten-year plan starts here
Total project costWhat has to be funded at close, not just the price
Purchase price$3,000,000
SBA guaranty fee$70,625
Closing costs$75,000
Working capital$200,000
Total project cost$3,345,625
Price multiple3.00× SDE
Equity you must inject$334,563 (10% of cost)

Project costs

Everything beyond the price that still has to be funded at close. All three feed the total above, and so the equity you must inject.

Working capital in project$
Rough sizing: revenue × (AR days less AP days)/365 + payroll buffer
Closing costs$
Legal, QoE, lender, and other transaction fees
Inventory carve-out$
Consignment structure · roughly P&L-neutral
2

How you are paying for it

The bank loan, the seller's paper, and your own check. Sources have to equal uses before anything else matters.

SBA 7(a) loan$
$0$5M cap
At prime 6.75% + 2.25% = 9.00%, about $32,936/mo over 10 yrs
Margin over prime%
Typical acquisition deals 1.75 to 2.5 over prime
Seller note (amortizing)$
8.00% over 10 yrs, 1 yr interest-only · $2,000/mo in year 1
Your cash at close$
Counts in full toward the equity injection
Balanced: sources match uses (+$4k)
Sources & usesBoth bars must match for the deal to close
SOURCES$2.60M$3.35MUSES$3.00M$3.35M
SBA 7(a)Seller noteStandby noteCash + SBLOCUses (price · fee · closing · WC)
Equity injection test✓ PASS
Required (10% of project cost)$334,563
Your cash + borrowed injection$300,000
Standby note counted$150,000
Counted toward injection$450,000

Structure details

The terms on the paper above: what the seller note costs, how long it runs, and what counts toward your injection.

Seller note rate%
Broker sheets open near 10%; every point saved is cash flow
Seller note amortizationyrs
Short amortizations crush DSCR: stretch toward 10 years
Interest-only periodyr
IO years lift Year-1 DSCR: the bank underwrites Year 1
Seller standby note$
$0 payments for life of the SBA loan · counts toward at most half of the equity requirement
Borrowed injection (SBLOC)$
Allowed as injection when repaid from outside the business
SBLOC rate (personal carry)%
No SBLOC draw in this structure
3

Does it clear the bank's bar

Cash flow available for debt service, divided by what the structure owes in Year 1. This is the number that gets the loan approved.

Cash flow the bank countsSDE adjusted for how the business actually runs after close
SDE basis$1,000,000
Less operator salaries, loaded 12%-$168,000
Plus departing-staff add-back$0
Plus rent saving$0
Plus sublease income$0
Plus other opex delta$0
Cash flow available for debt service$832,000
Year-1 DSCRThe coverage test every SBA acquisition is approved on
1.98× STRONG
1.151.251.50
SBA 7(a) payments$395,228/yr
Seller note, interest only yr 1 to 1$24,000/yr
Year-1 debt service$419,228/yr
Headroom at the 1.25× acquisition floor+$246,372/yr

Coverage falls to 1.90× from year 2, when the seller note starts amortizing. SBA's floor is 1.15× through Sep 30, 2026, and 1.25× for acquisitions from Oct 1, 2026, measured on historical numbers. Max debt service this cash flow supports at that floor: $666k/yr.

Operations adjustments

How the business actually runs after close. Each one moves the cash flow the bank counts, and so the coverage ratio above.

Owner-operator salaries$
Loaded cost $168k/yr with 12% payroll load
Departing-staff add-back$
Verify against actual payroll before counting it
Rent assumed in seller's SDE$
The rent baked into the seller's stated earnings
Post-close rent$
Saves $0k/yr vs the rent in SDE
Sublease income$
Banks will not underwrite until signed: model as upside only
Other opex delta$
Positive = net savings added to cash flow

Every loan in the structure with its balance, rate, and payment.

InstrumentBalanceRateMonthlyAnnual
SBA 7(a) · 10 yr$2.60M9.00%$32,936$395k
Seller note · IO yrs 1 to 1$300k8.00%$2,000$24k
Seller note · amortizing after$3,640$44k
Standby note · full standby$150kn/a$0$0
Total · Year 1$34,936$419k
Year 1 splits into $251,180 of interest and $168,048 of principal. Principal is equity you build, not a cost of the deal. The SBA note runs its full 10 years, and the seller note is retired in year 11, with payments stepping up to $3,640/mo once the interest-only period ends.

SBA flexes to fill the gap; every other lever held as set.

SDE basis$2.55M$2.75M$2.90M$3.10M$3.25M$3.45M
85% · $850k
1.96
1.80
1.69
1.57
1.49
1.39
95% · $950k
2.25
2.06
1.94
1.80
1.71
1.60
Current · $1.00M
2.39
2.19
2.07
1.92
1.82
1.70
110% · $1.10M
2.68
2.46
2.31
2.15
2.04
1.91
< 1.15: below any SBA floor1.15 to 1.25: clears the pre-Oct 2026 floor, not the 8.1 acquisition floor1.25 to 1.50: bankable 1.50: strong
4

What ten years look like

The same structure carried forward: cash you keep after every loan payment and estimated taxes, and the debt you pay down along the way.

Plan assumptions

Year 1 starts at the $1.00M SDE basis set in step 1, so the plan can never run on different earnings than the deal above it. These four levers carry it forward.

SDE growth /yr%
Applied to SDE and operator salaries alike
Eff. tax rate%
Blended rate on estimated taxable income
Goodwill amort. /yr$
15-yr §197, asset sale only
Standby accrual%
Accrues, paid at yr-10 balloon
10-yr cumulative FCF$4.00Mafter debt svc + est. tax
Yr-1 cash-on-cash106%$318k on $300k in
Min DSCR1.97×year 2
Debt principal repaid$2.86Mequity built via paydown
Y1$318kY2Y3Y4Y5Y6Y7Y8Y9Y10$505k$4.00M
Free cash flow / yr (after debt svc & est. tax)Cumulative cash retained
Standby balloon due yr 10: $324k ($150k + accrual @ 8.0%) · Assumes salaries grow with SDE; rent savings and other adjustments held flat; tax approximated as rate × (CFADS - interest - goodwill amort.), consult your CPA.