A distribution business with low SDE/EBITDA to gross sales

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April 07, 2025

by a searcher from Texas A&M University in College Station-Bryan, TX, TX, USA

Looking at a business (distributor) where the EBITDA is low (low 6 figures) vs sales (5~ 10m). I think the business is solid, just not run as fiscally tight as need to do a typical cash flow 7A loan. It is also a industry I already own an business in and am familiar with. This would be an expansion to another state through acquisition for me. So the questions are ... Deal structure:I'm think high seller note then refi in 2 years. Convention 7A cash flow loans aren't going to work. can i get other debt for this? What sort of investors would be interested in this, and what price? what other option are there and what else have others done?
Pluses: well established business, with leased facilities, customers, suppliers and employees. Gross profit is with in line with industry averageNegatives: AP is greater than current inventory and AR combined (both a point of caution and possible place for improvement). labor expenses is too high, also some other ancillary costs. basically all money, once taken by the owner, finds a home somewhere else.

Less looking for advice on the quality of the deal, than ways to make it work. I am open to cautions on what to watch out for and what are no-go red flags. Also what options are out there for funding it?

thanks
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Reply by a searcher
from Northwestern University in Minneapolis, MN, USA
Great discussion recently on SF about structuring earn out like objects...use a forgivable seller's note. For a business like this where relationships are paramount (via the owner) this could make sense, in addition to giving the owner skin in the game for some of the flags you raise. Link here: https://www.searchfunder.com/post/creative-ways-of-doing-sba-compliant-earn-outs-without-calling-them-so
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Reply by a searcher
from Columbia University in New York, NY, USA
Since it’s a distribution business, it can qualify for QSBS status which means no capital gains tax for investors. You might be able to find some HNW equity investors and offer a low preferred return. They might take that because it would all be tax free for them.
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