I'd love a sanity check before I send a counter. It's a regional dealer of industrial coding and marking equipment in the upper Midwest，the machines that print lot codes, expiration dates, and barcodes on packaging. They don't make anything; they resell and service other OEMs' lines (inkjet printers, case coders, label applicators) and make money two ways: lumpy equipment sales up front, then a steady tail of inks, fluids, ribbons, parts and service on hundreds of installed machines. Three people total；owner, one long-time service tech, and a bookkeeper (wife of owner). A+ BBB, good local reputation, lots of food and packaging manufacturers nearby. The thing I keep going back and forth on is the price. They're asking about $1.5M for the business (real estate is separate, I'd lease it). Revenue has bounced between roughly $1.1M and $2.6M over four years and SDE has swung from $235K to $770K in that same stretch. So it's lumpy. The asking is basically 2x last year, which was the peak — but on normalized earnings (call it $400–480K) it's more like 3.7x, which feels full for an owner-centric three-person shop. My plan is to counter off the normalized number, somewhere around $1.2–1.35M, SBA 7(a), ~$220K down, no seller note (he won't do one). A few things I'd like other people's take on: The actual asset here is a stack of dealer agreements with the OEMs. The seller says they're assignable, no exclusive territory, no minimums, best discount tier, but that's his word, not the OEMs'. I'm planning to make written OEM sign-off a condition of closing. For anyone who's bought a distributorship or dealership, how did you actually get comfortable that the franchise would carry over? Did anything surprise you afterward? Last year's spike was basically one customer, a 30-plus location rollout that was almost half the year's revenue, with a projected (not contracted) ~$300K/yr of recurring stuff coming off it. How would you weigh that, and would you try to structure around it with a holdback or earnout? And the cash flow worries me against fixed SBA debt. Normalized it covers fine, around 1.3x, but a bad year like they had in 2024 only covers about half the debt service, and there's no seller note to lean on. How much of a reserve would you want sitting there before you'd feel okay signing?