Why Did Two Buyers Give Me Two Different Numbers?

Your first thought is that one of them's wrong. Neither is.

Two buyers value the same business differently because each one's pricing what they think happens after you leave. That judgment moves with what they plan to do about your role, what their money costs and which add-backs they'll accept. So the spread is a readable statement about risk.

The trouble is that most sellers have nothing of their own to hold it against. Roughly 86% of small business owners have either no professional valuation or only a rough estimate.

Read the spread, don't average it

The instinct is to split the difference, or take the higher one and call the other a lowball. Both throw away the useful part.

Every offer carries a set of assumptions. Put two side by side and they tell you which risks are visible from the outside and what each one costs. That's worth more than either figure, because if you understand why the March number was lower, you can often fix the cause before the next conversation.

The method under any offer is standard enough to learn in an afternoon. How to value a small business walks through the approaches. This is about why two people using the same approach still disagree.

The four things that change from buyer to buyer

Three of these are about your business more than the market.

• What they plan to do with your role. A buyer who'll run it themselves prices your absence differently from one buying it to run semi-absentee with a manager. This is usually the biggest single difference.
• What their money costs. SBA 7(a) ran at a FY2025 median rate of 9.50% with 84.4% of loans carrying variable rates, so a leveraged buyer and a cash buyer are solving different equations.
• Which add-backs they accept. Your truck, your phone, the family member on payroll. One buyer credits them and the next doesn't, and that alone moves the earnings base.
• What they plan to do with the business. A competitor cutting duplicate overhead sees different economics than someone buying a job with a manager attached.

In the March and October offers, the spread was mostly the first one. The March buyer meant to run it personally, and the October buyer already had a manager to drop in.

The add-backs are worth checking yourself before either buyer does. Running the substitution test on your own margins tells you which ones will survive scrutiny. And part of almost every gap between a strategic buyer's number and an individual's is simply the difference between EBITDA and SDE.

The bigger number might be the worse deal

Compare structure before headlines. The larger figure often comes with the larger seller note, the longer earnout or the longer required transition.

Ask three things of each offer. How much is cash at closing? How much depends on performance you won't control anymore? How long do you have to stay?

An offer that's 15% higher on paper and pays half of it over four years against targets isn't obviously better than a smaller one that mostly closes. It might be. The point is you can't tell from the headline, and sellers who anchor on it tend to spend weeks negotiating the wrong thing.

One risk moves both the headline and the structure, and it's worth pricing yourself first. Customer concentration shows up on page one of any revenue breakdown, and every buyer prices it a little differently.

Ask each buyer one question

It costs nothing. What's the main risk you're pricing in?

Buyers answer that more openly than you'd expect, since it's argument for their number. You'll hear things like "the owner does all the estimating," or "the top account has no contract," or "there's only one year of clean books."

Write every answer down. Across two or three buyers, the ones that repeat are your work list, and they came to you free and specific.

Ask it of those two buyers and you'd hear the same answer twice: the owner priced every large job. That one sentence from two strangers seven months apart is worth more than either offer.

What you can change before the next one

Three of the four inputs are yours, so a lot of the spread is something you can move.

Owner dependence is the big one, and it's the one both buyers were describing. It usually dominates the difference between two offers on the same business.

Records come second and take longest. Clean, separated statements over three years remove a whole category of buyer objection, and you can't produce them in a hurry.

Concentration is third. It's fixable faster than most sellers think, since lowering the risk that a big account leaves does the same work as shrinking its share.

Closing the dependence is a specific piece of work. What changes in the 90 days after a modernization is the honest version of what it takes and what sticks around. And if you're earlier than offers and just want the starting question answered, what is my business worth is the place to begin, ideally before a broker frames it for you.

Either way, get a read of your own first, so the next offer isn't the only number in the room. The Monday move after a set of scores is where that starts.

Keystone is closed right now while the build finishes. Put your name on the waitlist at https://app.trykeystone.io.

When the diagnostic opens, it'll be 18 questions and about four minutes. You'll get three scores and your value range with the most likely figure locked, calibrated against 10 years of BizBuySell Insight Reports and 1.6M+ SBA 7(a) loan records, which gives you a number of your own to hold two offers up against.

One reading gives you a position. Holding the same read across the months between offers is what tells you whether the risk each buyer named is actually shrinking, and the paid tier keeps that history. Current tiers and what each includes are on the pricing page.

FAQ

Why do two buyers value the same business differently?

Because each prices what they think happens after the seller leaves, and that varies with what they intend to do with the owner's role, what their capital costs, and which add-backs they accept. Three of those four inputs are about the business rather than the market.

Which valuation should I believe?

Neither on its own, because value depends on the buyer and the structure as much as on the earnings. Use the spread as information: ask each buyer which risk drove their number and treat the repeated answers as your work list.

Is the higher offer always the better deal?

No. The larger headline frequently carries the larger seller note, the longer earnout, or the longer required transition, so compare cash at closing, contingent amounts, and required stay before comparing totals.

What can I change before the next offer?

Owner dependence first, because it dominates the difference between two offers on the same business. Then records quality, which is slow, and customer concentration, which is faster to reduce than most sellers expect.