Restaurant acquisitions are high-risk, high-complexity deals. Model the SDE multiple, IRR, debt service coverage, and break-even before making an offer.
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Browse Restaurants on BizBuySell →Restaurant acquisitions are among the most complex and risky deals in the small business world. They involve perishable inventory, staff turnover, health department compliance, lease contingencies, and reputational risk that doesn't appear on a P&L. But done right, an established restaurant with a loyal customer base is a cash-generating asset that outperforms many other business types.
Restaurant sellers often show low net income on tax returns due to aggressive add-backs. Legitimate add-backs include: owner's salary and benefits, non-recurring repairs, owner's personal auto, non-business meals, and accelerated depreciation. Be skeptical of add-backs for "family labor" unless clearly documented. Always recalculate SDE from scratch using 3 years of tax returns and POS system reports (Toast, Square, Revel).
The lease is often more important than the financials in a restaurant acquisition. Key items to verify: (1) How many years remain, including all options? (2) Is the lease assignable without landlord consent, or does the landlord have approval rights? (3) What are the personal guarantee requirements? (4) Does the lease have favorable rent vs. market? (5) Is there a co-tenancy clause that could void the lease if anchor tenants leave? SBA lenders require the lease to extend at least 10 years beyond the loan term.
Liquor license transfer is a state-by-state process that can take 30–120 days and requires ABC approval. In moratorium states (CA, NY, MA, FL), full liquor licenses cannot be issued to new establishments — they must be transferred from existing license holders. This creates scarcity value: a California Type 47 (full-service restaurant) liquor license in San Francisco can be worth $150,000–$300,000. Always make the acquisition contingent on successful liquor license transfer.
Restaurant equipment (commercial ovens, fryers, hood systems, walk-in coolers, POS terminals) depreciates rapidly and requires ongoing maintenance. Before closing, hire a certified restaurant equipment inspector to assess the condition and remaining useful life of all major equipment. Budget $10,000–30,000 annually for equipment reserves in older kitchens. Deferred maintenance not disclosed by sellers is one of the top post-acquisition surprises.
Gig driver taxes + mileage deduction
Subs, Bits, donations & sponsorship taxes
GA 5.49% flat tax + federal take-home
True compensation beyond base salary