Non-compete — Seller’s promise not to open or back a competing grocery in a defined radius and time. Grocery radii should reflect the actual trade area of that box, not a copied twenty-five-mile industrial clause from another CIM. On a grocery sale the term is used the way operators and lenders use it, not a non-food textbook definition.
A seller who keeps a second store two miles away has not sold you the goodwill.
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 Non-compete 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 Non-compete.
If Non-compete 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 Non-compete, recast SDE of $383,881 at 1.91×–3.09× plus $242,469 inventory at cost frames a going-concern band of about $975,682 to $1,428,661. The 2.40× midpoint lands near $1,163,783. Lease remaining term and license lag can move the check more than the multiple.
Checklist: Non-compete
- 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 Non-compete, 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 turns, DSD, wholesaler, asset sale.
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 SDE, inventory at cost, shrink, SNAP authorization.
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 lease diligence, liquor transfer, recasting a P&L.
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 lease diligence, liquor transfer, recasting a P&L.
Read seller hub, buyer hub, valuation pillar. 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.
Department gross margin hides in a storewide blend. Meat and produce can sink a “healthy” number. Put it in the CIM or it will show up as a re-trade.
CAM true-ups can erase a year of “extra” SDE. See also lease diligence, liquor transfer, recasting a P&L.
Alcohol is a class, a quota, or a control store — never “the liquor license” as one magical asset.
Employees learn from vendors and shoppers. Confidentiality is a process, not a speech. That is how a grocery file is actually read.
BizBuySell multiples are a listing-site sold sample, not chain M&A. Put it in the CIM or it will show up as a re-trade.
Holdbacks exist because grocery has shrink and successor tax risk. See also SDE, inventory at cost, shrink, SNAP authorization.
Post-close, the first 90 days are vendor trust, shrink, and not changing the mix for sport.
Sales-tax filings are a sales corroboration tool, especially where food is taxed or partially taxed. That is how a grocery file is actually read.
Assignment, exclusive use, and co-tenancy are the three clauses that surprise civilians. Put it in the CIM or it will show up as a re-trade.
Tobacco licenses sit with tax and health agencies, not with the APA automatically. See also turns, DSD, wholesaler, asset sale.
Non-competes have to be enforceable in the state and narrow enough to keep. That is how a grocery file is actually read.
FMI channel facts describe a supermarket sample. Your 8,000 square foot box is not that sample.
FIFO versus a messy room is how you start a fight at 2 a.m. See also lease diligence, liquor transfer, recasting a P&L.
APA schedules are where the real store lives: contracts, equipment, excluded assets. Put it in the CIM or it will show up as a re-trade.
EBT deposits should reconcile to the SNAP story. A gap is either mix, downtime, or fiction. That is how a grocery file is actually read.
Lease remaining term under 24 months without options is a price cut, not a footnote.
Lottery contracts are often personal. Confirm before you count commission as durable. See also turns, DSD, wholesaler, asset sale.
Transition hours are a close condition. Write them. Put it in the CIM or it will show up as a re-trade.