CIM — Confidential Information Memorandum: the offering book released after NDA. A grocery CIM should show departmental sales, recast SDE, a lease abstract, and a license list — not just a teaser multiple copied from another retail book. On a grocery sale the term is used the way operators and lenders use it, not a non-food textbook definition.
If the CIM’s sales do not tie to sales-tax filings, stop and ask why.
Operators, lenders, and buyers do not use this word the way a generic small-business blog uses it. On an independent grocery file it shows up in the recast, the count, or the license calendar.
Why it matters on a grocery close
A CIM that name-drops CIM without tying it to SDE or inventory at cost is decorating. 2.1% average net profit for food retailers in 2025 (FMI Speaks sample) is channel context. 3.38 average earnings multiple on grocery/supermarket businesses sold on BizBuySell in 2025 is a sold-sample multiple, not a definition of CIM.
If CIM changes cash at close, write the mechanic into the LOI. If it is only vocabulary, put it in a footnote and move on.
Related terms
Read EBITDA, add-backs, shrink, turns, SNAP authorization, asset sale, and DSCR as needed. The glossary hub lists the rest.
| Topic | Grocery reading | Link |
|---|---|---|
| Earnings | Recast SDE or EBITDA | SDE |
| Stockroom | Inventory at cost | inventory |
| EBT | New owner application | SNAP |
| Debt | DSCR on the recast | DSCR |
Illustrative, not a quote. For a CIM, recast SDE of $201,588 at 1.99×–2.91× plus $259,575 inventory at cost frames a going-concern band of about $660,735 to $846,196. The 2.62× midpoint lands near $787,736. Lease remaining term and license lag can move the check more than the multiple.
Checklist: CIM
- Recast the P&L into SDE
- Separate inventory at cost
- Abstract the lease
- List SNAP, alcohol, food, WIC, tobacco
- Read the wholesaler agreement
- Write license conditions into the LOI
Illustrative, not a quote. Keep the conversation on CIM, scan data, and license clocks — not on a neighbor’s rumor multiple.
WIC is a vendor file, not a sticker on the door. See also SDE, inventory at cost, shrink, SNAP authorization.
Add-backs that repeat every year are the business. Stop calling them one-time. Put it in the CIM or it will show up as a re-trade.
Food-desert rhetoric does not replace a P&L. That is how a grocery file is actually read.
Working capital is the cash to buy the next load, not a vibe.
Attorneys and CPAs who have never closed a grocery file will rediscover SNAP in week six. See also lease diligence, liquor transfer, recasting a P&L.
Recast before you argue a multiple. Owner pay, one-time legal, and personal autos can move SDE; recurring shrink cannot. Put it in the CIM or it will show up as a re-trade.
Wholesaler over-advances are debt. They are not a cute add-back. That is how a grocery file is actually read.
SNAP authorization does not transfer. Budget downtime in cash and in the story you tell the landlord.
Unreported cash does not survive SBA. It also does not survive a serious conventional buyer. See also turns, DSD, wholesaler, asset sale.
Ethnic mix without language on the floor is a shrink plan. Put it in the CIM or it will show up as a re-trade.
Seller notes often sit on standby behind SBA. Read the standby, not the folklore. Put it in the CIM or it will show up as a re-trade.
A CIM that omits the lease abstract is a brochure. See also turns, DSD, wholesaler, asset sale.
Read the valuation guide, confidential sale, SBA 7(a). Cross-check how a sale works and the FAQ. Format pages live under sell an independent supermarket and buy an independent supermarket. Tools: valuation calculator, cash-to-close, rent checker.
DSCR is annual cash flow over annual debt service. Hope is not a ratio. Put it in the CIM or it will show up as a re-trade.
Comparing offers means cash at close, note terms, inventory treatment, and license risk — not the headline price. See also turns, DSD, wholesaler, asset sale.
Multi-store sales need a shared recast and a shared license calendar, or they unravel store by store.
Turns are not one number. Center store and wine do not share a clock. That is how a grocery file is actually read.
A below-market related-party rent juiced the earnings and will reverse on day one. Put it in the CIM or it will show up as a re-trade.
Bulk-sale or successor-liability practice can still exist after UCC Article 6 died. See also SDE, inventory at cost, shrink, SNAP authorization.
WARN and union contracts are calendar items on larger headcount files.
Revenue multiples hide rent and labor. Use them to sanity-check, then return to SDE. That is how a grocery file is actually read.
Earn-outs on grocery are hard because the buyer controls mix after Monday. Put it in the CIM or it will show up as a re-trade.
Distressed stores still have inventory and a lease. Price those, not a turnaround novel. See also SDE, inventory at cost, shrink, SNAP authorization.
Department gross margin hides in a storewide blend. Meat and produce can sink a “healthy” number. That is how a grocery file is actually read.
CAM true-ups can erase a year of “extra” SDE.
Alcohol is a class, a quota, or a control store — never “the liquor license” as one magical asset. See also turns, DSD, wholesaler, asset sale.
Employees learn from vendors and shoppers. Confidentiality is a process, not a speech. Put it in the CIM or it will show up as a re-trade.
BizBuySell multiples are a listing-site sold sample, not chain M&A. That is how a grocery file is actually read.
Holdbacks exist because grocery has shrink and successor tax risk.
Post-close, the first 90 days are vendor trust, shrink, and not changing the mix for sport. See also SDE, inventory at cost, shrink, SNAP authorization.
Sales-tax filings are a sales corroboration tool, especially where food is taxed or partially taxed. Put it in the CIM or it will show up as a re-trade.