Buying a Small Business With an Earnout: Bridging the Valuation Gap Without Blowing Up Your Books
Earnouts pay out about 21 cents per promised dollar. Buyers book them at fair value under ASC 805; sellers report under IRS installment rules.
#business-acquisition
Business Acquisition
Due diligence and accounting for business acquisitions
McCormick Q3 FY2026: 17% Sales Growth, a $0.36 Quarter, and the $142M Between Them
McCormick's Q3 FY2026 sales rose 17.4%, only 1.9 points organic; $141.5M of merger and impairment charges cut EPS to $0.36 while adjusted EPS held $0.86.
The Deal Died — Can You Deduct What You Spent? Abandoned Acquisition Costs as a Section 165 Loss
IRS rules let dead-deal fees become an ordinary Section 165 loss in the year you abandon — if you split investigatory from facilitative costs and prove the end.
General Mills Q1 FY2027: A $1B Yogurt Gain Hides an 11% Real Profit Drop
General Mills' Q1 FY2027 operating profit fell 63%, but $1.05B was last year's yogurt-sale gain; adjusted profit fell 11% as North America Retail sales slid 7%.
Can You Sell a Business With an SBA Loan? Payoff, Short Sale, or Assumption
Yes — with lender approval. Pay off your SBA loan from sale proceeds, negotiate a short sale, or transfer it via buyer assumption.
The Working Capital Adjustment Trap: Why Your Sale Price Can Shrink 90 Days After Closing
A bare-number working capital peg lets the buyer restate your closing sheet under GAAP and bill you the gap — demand symmetric methods in the agreement.
SBA SOP 50 10 8.1 Takes Effect October 1: What the New Change-of-Ownership Rules Mean for Buyers and Sellers
SBA SOP 50 10 8.1 raises acquisition DSCR to 1.25x on historical cash flow, mandates QoE at $3M+, and caps minority equity—effective October 1, 2026.
South Dakota Caps Sale-of-Business Non-Competes at Three Years: What Buyers and Sellers Must Rewrite Before Closing
South Dakota HB 1180 voids ownership-transfer non-competes past three years from July 1, 2026 — rewrite duration, scope and geography before closing.
Run a UCC Lien Search Before You Buy a Business
A UCC lien search shows which lenders hold security interests in a seller's assets. Search the state of organization, then run a bring-down before closing.
The Beneish M-Score: How to Spot Earnings Manipulation Before You Lend, Invest, or Acquire
The Beneish M-Score combines eight financial-statement ratios into one score that flags likely earnings manipulators above −1.78; here is what each variable catches and how to use it in lending and acquisition due diligence.
Bulk Sale Notices and Successor Liability: How Asset Buyers Inherit the Seller's Tax Debts
An asset purchase does not automatically leave the seller's unpaid state taxes behind. State bulk sale statutes make the buyer liable unless notice is filed before payment or possession — New York requires Form AU-196.10 by registered mail 10 days ahead, California requires a CDTFA clearance certificate rather than escrow alone, and Illinois and Pennsylvania extend successor liability to income taxes. Here are the clearance rules, the non-tax liabilities that ride along, and a seven-step checklist to run before closing.
Your Card Processor Just Got Bought for $24 Billion — Here's What to Check on Your Next Statement
Global Payments closed its $24.25 billion Worldpay acquisition in January 2026, and processor mergers routinely bring migration fees, contract reassignments, and quiet rate creep. Learn how to compute your effective rate (total fees ÷ card volume), the seven statement lines where costs hide, and a 15-minute quarterly audit that flags overpaying above 3%.