Would Lenders Normalize EBITDA for an MFG Disruption?

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May 17, 2025

by a searcher from University of New Mexico in Jackson, WY, USA

A B2B construction/industrial design/product business that I’m actively pursuing relies on a single third-party manufacturer for its build-on-demand products (which include both off-the-shelf and custom designs). This third-party manufacturer was closed for three months for retooling in 2023. It’s my understanding that this is the only-time such a closure has occurred in the decade plus time the target company has partnered with the manufacturer. The target company continued to operate during this time, but could not sell/fulfill orders for these three months (thus incurring twelve months of expenses while having theoretically only nine months of net income). How would a lender typically approach this for an SBA 7(a) loan? Would they normalize the 2023 net income when evaluating the business? Or simply approach such a disruption as an inherent operational risk and a reality that—thus—should not be given special consideration or used to justify normalizing the 2023 financials? On a more macro-scale, perhaps this is not that different from how lenders might handle broader challenges impacting income (such as extended supply chain disruptions that compromise revenue) . . . Building on this, are there any addition thoughts to think and points to consider for making a valuation on the heels of such a situation? And what type of documentation would most lenders and the SBA ultimately require for such a disruption (at the moment, the third-party manufacturer is not aware that this target company—a key client of theirs—is for sale)? Thanks in advance for any wisdom and insights you are able to share!
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Reply by a searcher
from St. Cloud State University in Sheridan, WY 82801, USA
From my understanding most SBA lenders won’t normalize for “what could’ve been” unless the disruption is clearly non-recurring and you’ve got supporting docs (e.g. historical order volume, fixed costs, ideally a note from the vendor confirming the shutdown). Some PLP lenders might flex if 2023 is an outlier and TTM EBITDA shows a clean recovery. But others will just see it as operational risk baked into the business model. If you’re banking on normalization to make the deal pencil, I’d 100% float it with the lender early, ideally with a memo and pro forma DSCR scenario. Hope that helps
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Reply by a lender
from University of Southern California in Los Angeles, CA, USA
Hi Mike - I'd like to take a look at this deal. I think we have 2 lenders that would be willing to take a look and even fund the deal based on the size of the cash flow disruption. I recently funded a projection based deal that was very similar. Seller had a lot of health issues and we were still able to finance the deal. You can reach me here or directly at redacted You can also click here to schedule a meeting with me: https://cal.com/ishan-jetley-3d73m8/30min. Look forward to chatting!
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