Cold Read
A buyer-paid reality check on the cash-flow number — before your client signs a long exclusive.
Eight in ten people who buy a small business expect an SBA loan. The bank underwrites tax returns, not the number in the ad. In the Bay Area, listings still ask about 3× advertised cash flow; deals that actually close sit nearer 2.3×. We rebuild earnings from the returns, throw out add-backs we cannot evidence, and write walk, reprice, or proceed. If they proceed and want the loan, we assemble the first file the lender opens.
The buyer pays us, up front. We do not list businesses. We do not take a commission. We do not approve loans.
The gap, in numbers
Worked example (hypothetical): a listing advertising $175k cash flow at the SF list multiple asks ≈ $544k. The same cash flow at the SF close multiple is ≈ $425k — a ≈ $120k gap the market already prints. Our fee to say which side of that gap a specific file is on: $2,500–$5,000. We do not claim we will find $120k on any given deal.
Who to send us
- Yes: a person or couple who has found a target — listing, broker, or off-market — roughly $200k–$3M asking.
- Main Street, trades, or simple services. Construction welcome; we know the license landmines.
- Intends SBA 7(a), or wants to know whether they can. Able to get seller tax returns after NDA.
- Not yet: owners who want to sell — send them to a generalist broker, or to Project Equity if they want to sell to employees.
- People still shopping with no target. “I want to buy something someday” is not yet a client.
- PE / search funds with their own associates. Free “quick looks” at a teaser. Files with no tax returns available.
What the buyer gets
| Walk / proceed | First file (SBA stack) | |
|---|---|---|
| When | Has a target, not yet locked in | Proceeds and intends to borrow |
| Time | ~1 week | ~2–3 weeks to submit-ready |
| Fee | $2,500–$5,000 | $3,000–$8,000 |
| Needs | NDA access to returns, P&L, lease, licenses | Buyer + seller document piles |
Paid before work starts. One set of numbers — no second competing cash-flow story. If the seller will not produce returns, we stop and say so.
What we need from an advisor
- Warm intros to buyers who already have a target. Not a workshop slot, not a list of people who might buy someday.
- An intro to the SBA lenders and any contractor-savvy CPA you already send those buyers to. Those names are often more useful than the buyers themselves.
- Honesty if you mostly see owners, not buyers — that is a useful answer. We will take the lender/CPA names and find buyers where a target already exists.
We are early. The test is one paid file, not a pilot program.
Refer a buyer: info@memorysynchub.com — Cold Read, a service of Memory Sync Hub LLC.