RIDGELINE BUSINESS ADVISORSConfidential offering memorandum · Listing DEMO-0001
9 bays · 11 people · $2.4M revenue
Brightwell Auto Care
Marlow Springs, Colorado
Offering Memorandum · Listing DEMO-0001 · Confidential

A nine-bay franchise that runs without you.

Brightwell Auto Care, Marlow Springs. Eleven people, nine bays, a lease running to 2036, and $510,562 of owner earnings on $2.4M of revenue. The owner is 66 and wants his mornings back for the river.

Asking price
$1,595,000
Owner earnings
$510,562
Price / SDE
3.12×
Cash to close
$178,000
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BA
Brightwell Auto Care · Marlow Springs
Confidential Offering Memorandum · Listing DEMO-0001
Prepared for Sample Buyer NDA executed 29 Oct 2026 Demo · fictional business
The offering

Nine bays, eleven people, $510,562 of owner earnings.

Asking price
$1,595,000
+ ~$185k project costs
Revenue (TTM)
$2,360,767
−9.0% vs 2025
Seller's earnings
$510,562
21.63% of revenue
Cash in
$178,000
10% down, SBA 7(a)
Year 1 free cash
$180,738
after debt & $85k salary
Cash-on-cash
101.5%
payback in ~12 months

Offering summary

Listing ID
DEMO-0001
Business
Brightwell Auto Care, Marlow Springs
Legal entity
Whitaker Marlow Springs Inc., a Colorado C Corporation
Owners
Dan and Ruth Whitaker
Type of business
Franchised auto repair
Established / owned
March 2015 · under current ownership since February 2018
Asking price
$1,595,000
Furniture, fixtures & equipment
$429,850
Leasehold improvements
$95,000
Inventory
$6,000
Total assets included
$530,850
Facility
9,300 sq ft detached shop, 9 bays
Rent
$14,717 / month, lease to 2036
Employees
5 full-time, 3 part-time, 3 full-time managers
Hours
Monday to Friday, 7am to 6pm. Closed weekends.
Licensing
None beyond the franchise disclosure document. No auto repair experience required.
Reason for sale
Retirement

Financial snapshot

Tax returns and trailing twelve months
 TTM 2026*20252024
Gross sales$2,360,767$2,594,875$2,595,302
Discretionary earnings$510,562$563,177$464,103
Margin21.63%21.70%17.88%

*Trailing twelve months to June 2026. Through the first half of 2026 the shop ran three technicians short, because the owner chose to hold the seats open until the right cultural fit was found. That decision temporarily reduced sales. All three positions are now filled.

Financing

Two SBA lenders pre-qualified
Total project costs
$1,780,000 incl. $185,000 of closing costs, SBA guarantee fee and $100,000 working capital
Buyer down payment
10% of total project costs
Loan term
10 years, fully amortized
Monthly payment
$20,402 at the quoted rate
Prepayment, covenants, reserves
None

SBA financing is subject to the qualification of the individual buyer. This business has not been directly reviewed by the SBA, and neither letter is a commitment to lend.

◆ Before you read on

This memorandum is furnished only to prospective purchasers who have signed a confidentiality agreement. It may not be reproduced or disclosed, in whole or in part, without the written permission of Ridgeline Business Advisors. The full notice and disclaimer are set out at the end.

The number everything turns on
$1,595,000

Two SBA lenders have pre-qualified the business at 10% down over ten years. What follows lets you price any structure you like, not just theirs.

01 · Underwrite it

Move the sliders. The deal re-prices.

Two lenders have put terms on this business. Rather than ask you to take one of them on faith, the model below is live: change the price you would actually offer, what you would put down, what your own bank has quoted, and what you need to pay yourself.

Your assumptions

Purchase price
Closing, working capital & SBA fee
Down payment
Interest rate
Term
What you pay yourself
Earnings basis

What that means

Monthly payment
DSCR
Cash required
Free cash / yr
after debt & your pay
Cash-on-cash
Price / SDE

Where every dollar of SDE goes

Debt service Your salary Free cash flow
Allocation of seller's discretionary earnings between debt service, owner salary and retained free cash flow
◆ How much room the coverage has

At the brokered terms the loan clears 2.09× coverage before the buyer takes a dollar of salary, and still clears 1.74× after an $85,000 draw, comfortably above the 1.25× most SBA lenders underwrite to. The deal breaks coverage only if earnings fall below $391,030, which is 23% below TTM.

02 · The earnings

$17,760 of net income is really $510,562.

The tax return shows a business that looks barely profitable. The adjusted statements show one earning a 21.6% margin. The difference is ten add-backs, and a buyer is entitled to see every one of them. Here is that bridge, itemized, tying out to the cent, with the full statements underneath it.

Reported net income to seller's discretionary earnings

TTM July 2025 - June 2026
Waterfall bridging reported net income of $17,760 to adjusted seller's discretionary earnings of $510,562 through ten add-backs
AdjustmentWhy it is added backAmountRunning

Four years of revenue and earnings

Tax returns 2023-2025, trailing twelve months to June 2026
Gross revenue Seller's discretionary earnings
Grouped bar chart of gross revenue and seller's discretionary earnings for 2023, 2024, 2025 and trailing twelve months
PeriodRevenueSDEMarginRev. change
FY2023 tax return$2,378,847$430,04418.08%n/a
FY2024 tax return$2,595,302$464,10317.88%+9.1%
FY2025 tax return$2,594,875$563,17721.70%0.0%
TTM to Jun 2026$2,360,767$510,56221.63%−9.0%
◆ The dip has a stated cause

Revenue fell 9% in the trailing year while margin held and earnings stayed above 2024. The cause is stated: the shop ran three technicians short through the first half of 2026 because the owner chose to hold the seats open until he found the right people rather than fill them quickly. All three are now on the roster and are shown as recent hires in the personnel section. A buyer should treat the recovery as expected rather than proven, and ask for monthly revenue and billed hours by technician for the last six months.

Reference: trailing twelve-month profit and loss; personnel roster

Why two lines read $211,755

The franchise profit split, explained

The trailing profit and loss carries two separate entries of exactly $211,755, and the coincidence is not one. Brightwell does not charge a percentage of sales. It takes approximately half of net monthly profit, after depreciation, amortization, employee health insurance, phones, gasoline and an owner salary allowance come out first. Net profit before that split was $423,510. Each side takes $211,755.

The franchisor's half stays in the adjusted statement, because a buyer will keep paying it. The owner's half, booked as Profit Expense (Owner), is a discretionary distribution and is added back. The $117,003 reduction applied to the gross royalty line is the portion of the present owner's royalty that services the previous owner's loan, which a buyer does not inherit.

Royalty line, TTMAmount
Royalty expense as booked$328,758
Less: prior owner's loan service−$117,003
Franchisor profit share (50%)$211,755
Owner profit distribution (50%)$211,755
Net profit before the split$423,510

Adjusted financial statements

Tax returns, 2023 to 2025, adjusted figures
Line202520242023
Gross sales$2,594,875$2,595,302$2,378,847
Returns & allowances-$11,993-
Cost of goods$986,077$967,797$900,783
Gross profit$1,608,798$1,615,512$1,478,064
Compensation of officers (note A)---
Salaries & wages$290,793$431,667$404,814
Rents$194,339$190,781$185,463
Taxes & license (note B)$82,707$75,246$74,944
Interest (note C)---
Depreciation (note D)---
Repairs & maintenance$7,003$7,211$1,995
Bad debt-$1,464$3,318
Advertising$34,711$32,030$32,729
Other deductions (incl. royalties, notes E to G)$436,068$413,010$344,757
Total deductions$1,045,621$1,151,409$1,048,020
Adjusted net$563,177$464,103$430,044
Margin on gross sales21.70%17.88%18.08%
A. Owner salary adjusted to zero, as the new owner would be an owner operator. Husband works approximately 40 hours a week; wife no longer works in the business and advises only.
B. Company portion of payroll taxes adjusted to an estimated amount of owner salary, as it is unknown what salary a new owner would take or how monies would be drawn.
C. Interest adjusted to zero, as the owner would pay off business debts at the time of closing.
D. Depreciation adjusted to zero as a non-cash expense.
E. Amortization adjusted to zero as a non-cash expense.
F. Insurance added back to reflect the portion of owner life and health insurance.
G. Royalties reduced because the new owner will not pay as much as the current owner, who is paying part of a former owner's loan through the royalty line. Royalty expense after adjustment: $281,355 in 2025, $263,320 in 2024, $205,900 in 2023.
Full trailing twelve-month profit and loss July 2025 to June 2026, as booked and as adjusted
LineAs bookedAdjustmentAdjusted% of sales
03 · The upside

Dan named three levers. Price them.

The owner names three levers: the shop can absorb roughly 20% more work without hiring, the labor rate sits well below dealership rates, and two more technicians would fit in the existing bays. He believes $3.5 million in annual revenue is a reasonable goal. Prose does not tell a buyer what any of that is worth. This does.

Growth levers

More volume, same staff
Stated capacity: roughly +20% before hiring.
Labor rate increase
Currently $159-$189/hr. Dealerships charge $200+.
Additional technicians
Owner was already considering two. Nine bays; seven in regular use.
Your assumptions, not the broker's
Flow-through on new work
Net of parts cost and the franchisor's profit split.
Flow-through on rate increase
Exit multiple

Modeled outcome

Revenue
SDE
Margin
vs 21.63% today
Implied value
Equity created
over $1,595,000 paid
DSCR
at brokered terms

Today against the model

Revenue SDE
Comparison of current and modeled revenue and seller's discretionary earnings
Nothing held back

Twelve questions a buyer will ask.
Answered before you ask them.

04 · Diligence

Twelve questions, answered up front.

Every buyer who looks seriously at this business arrives at roughly the same twelve questions. Rather than wait for them to surface three weeks into diligence, they are set out here with the answer and the record it comes from. Where an item is genuinely still open, it says so.

◆ What is not here

There are no pending legal, environmental or regulatory issues, no customer concentration, no contracted fleet obligations, and no equipment the owner expects to replace in the next few years. All lifts and equipment are inspected annually. Anything a buyer finds that is not addressed above, ask, and it will be added here for every buyer who follows.

05 · The business

Nine bays at the busiest corner in town.

A 9,300 square foot detached shop at Ridgeline and Fourth, the intersection of the city's main north-south and east-west corridors, next to a drive-through coffee shop, two quick-service restaurants and a big-box store.

Facility & lease

Square footage
9,300 sq ft, detached
Service bays
9, incl. Hunter alignment rack
Rent
$14,717 / month
Rent as % of revenue
8.29% (TTM)
Lease expiry
2036, automatic renewal
Escalation
~1% every three years
Hours
Mon-Fri, 7am-6pm. Closed weekends.
Pending issues
None legal, environmental or regulatory
◆ Quietly the best term in the deal

Ten years of tenure at roughly 0.33% annual escalation, in a market growing 1.75% a year. Rent is the second largest fixed cost in the business and it is effectively frozen.

How the work flows

Vehicles / week
55-70 (75-80 in summer)
Average repair order
~$900
Labor rate
$159-$189 / hour
Billed hours / week
150-170 (target 200+)
Approval rate
45-55% of recommended work
Customer retention
80%+
Inventory held
$6,000, parts arrive in ~15 min
Supplier rebates
up to $12,000 / quarter, transferable
Warranty
3 years / 36,000 miles, whichever comes last
Warranty claims
10-12 / year
Billed hours against target160 / 200
40 unbilled hours a week at $174 blended is $362,000 of annual revenue sitting in the existing bays.
Exterior of the shop with its nine service bays
The customer waiting area and service counter, furnished more like a professional office than a repair shop

It does not look like a repair shop

Customers say the facility is more like a doctor’s or an attorney’s office than a garage. Leather seating, a staffed counter, free cookies and bottled water on the dashboard when the car comes back round, and the heat already running in winter.

“We keep it super clean, including the shop area, and we get compliments on it all the time.”

It is the kind of detail a buyer only understands by walking in. It is also the most plausible explanation for why retention runs above 80% in a category where customers normally go to whoever is closest.

Services performed

Everything except total engine rebuilds; tire work subcontracted

Most profitable: brake and suspension work. Larger engine jobs bring higher gross dollars at slightly lower margin. All parts are OEM quality from five national and regional suppliers, each of whom has agreed to honor the three-year warranty on both parts and labor.

The team

11 people · 5 full-time, 3 part-time, 3 managers
RoleTenureCompensationStatus

Benefits: company-contributed health, vision and dental; 401(k) with dollar-for-dollar match to 3%; paid time off accruing at one hour per twenty worked, plus all major holidays. Turnover is low and the owner mentors rather than manages, and one technician is being helped toward opening their own shop.

Assets included

$530,850 at stated value
Furniture, fixtures & equipment
$429,850
Leasehold improvements
$95,000
Inventory
$6,000

$149,000 of capex already spent

A 2026 three-row SUV was bought in August 2026 for roughly $58,000 to serve as the courtesy shuttle. Three new air-conditioning units, a mandatory brand standard, were scheduled for October 2026 at an estimated $91,000.

The asking price is unchanged by either. The proposed transaction terms contemplate an equitable buyer contribution toward the seller-funded portion of these recent investments. That contribution is not yet quantified and is a term for the letter of intent.

Open commercial term
The courtesy shuttle parked outside the shop

The property

Forecourt, bays, offices and the waiting room
Ridgeline and Fourth, the forecourt
Ridgeline and Fourth, the forecourt
Customer parking and the service entrance
Customer parking and the service entrance
The bay line, mid-morning
The bay line, mid-morning
The Hunter alignment rack
The Hunter alignment rack
Lift bays
Lift bays
Service counter and back office
Service counter and back office
Administration office
Administration office
Staff room and parts store
Staff room and parts store
06 · Customers & marketing

Four in five come back.

A broad local customer base, no concentration, no contracts, and a retention rate above 80% in a category where most people go to whoever is closest. It costs about $1,300 a month to sustain.

80%+
Customer retention. No single account of material size, and no contracted obligations.
55-70
Vehicles serviced per week, rising to 75-80 through the summer peak.
~$900
Average repair order. Customers approve 45-55% of recommended work, with some declined work done later.

Who they are

Primarily mid-to-upper income individuals, mostly aged 40 to 60, skewing slightly female. Most are the kind of customer who values top-level service over the lowest price, and many travel several miles past closer competitors to get here.

The shop can refer customers to finance companies it has a relationship with when a bill is large. It handles repairs for a number of local businesses but performs no contracted fleet work, a decision the current owner made on margin grounds and an opening a new owner may choose to reopen.

The small things are deliberate. In winter the technician runs the heat before bringing the car round. There is a free cookie, a bottle of water and a handwritten thank-you on the dashboard. Every repair is followed by a phone call.

What marketing costs

Google Ads
~$1,300 / month, enough to hold the first or second organic position for auto repair in Marlow Springs
Demographic targeting
~$500 / month of additional Google spend
Direct campaigns
~$2,000 per campaign, direct email and digital
Franchisor national
$900 / month
Franchisor regional
$275 / month, includes Instagram and Facebook
Owner-run social
Some additional Facebook activity, unbudgeted
Website
Provided and maintained by the franchisor

The highest-yielding campaign costs nothing: the shop calls back customers who previously declined recommended work to ask whether now is a better time. Beyond that, the business runs on word of mouth and on a five-star review count no other shop in the county has matched.

07 · The franchise

You are buying a system, and a partner who takes half.

Brightwell has run since 1988, franchised since 1999, and operates more than 200 locations across 24 states. The support is genuinely unusual. So is the economic arrangement, and a buyer should understand both.

9 in 10
franchisees renew at the end of their first term, by the franchisor's own count
2:1
home-office employees to stores, giving every franchisee a marketing coach and a performance consultant
200+
locations across 24 states, each independently owned

Transfer terms

Transfer fee
$35,000 (includes corporate legal)
Initial term
15 years · ~10 remaining
Renewals
3 × 5 years, automatic subject to brand standards
Training
6 weeks in-store + 2 weeks at headquarters
Experience required
None. Character over mechanics
National marketing
$900 / month
Regional marketing
$275 / month
Weekends
Closed, by corporate mandate

The royalty

Brightwell does not take a percentage of sales. It takes roughly half of net monthly profit, and only after depreciation, amortization, employee health insurance, phones, gasoline and an owner salary allowance of up to $70,000 come out first. The franchisee is paid before corporate is.

On a sales-percentage model this would be a worse deal in a weak month and a better one in a strong month. As structured it is the reverse: downside protected, upside shared. Any growth a buyer models above should be read with that split in mind, which is why the flow-through assumption on the previous section is a control, not a constant.

Trailing twelve-month royalty expense $328,758, of which $211,755 is the franchisor profit share

Recognition

Franchisor-level awards, not shop-level
Franchisee satisfaction award, ten years running Recession-resistant franchise list Top-ranked for customer satisfaction National franchise ranking, seven years running

New franchisees receive six weeks of intensive in-store training, normally near their residence, plus two weeks at the franchisor's headquarters covering ownership, accounting, marketing, processes, resources and company culture. The present owner was approved within a week of his discovery visit and describes the SBA consultant assigned to him as having handled all the paperwork.

“On my own I would have a nice little shop. With the system behind me I have a business that runs when I am not standing in it. That is the difference, and it is the reason there is something here to sell.” Dan Whitaker, owner
08 · The sellers

Dan is 66. That is the whole reason.

Dan and Ruth Whitaker bought the franchise in 2017 and took over operations on 5 February 2018. Sales have gone from roughly $1.7 million to over $2.5 million since. Dan came from logistics and two decades of running distribution centers; Ruth from teaching and school administration. Neither had turned a wrench.

Dan works about 40 hours on a flexible schedule and describes the business as running “pretty much on autopilot”, overseeing operations, handling customer issues, marketing and staffing, and driving the shuttle because it is the best way to get honest feedback. Ruth puts in about five hours a week. He believes one person can take over everything the two of them do.

He will stay 30 days post-sale for transition, and estimates a buyer needs $80,000-$100,000 in working capital.

Reason for sale: retirement 30-day transition included No auto experience required Entity: C Corp
The owners standing outside the shop
“I am not looking for a mechanic. I am looking for someone who will learn every customer's name and treat the crew the way they would want to be treated. The shop will take care of the rest.” Dan Whitaker, on his ideal buyer

The story the numbers do not carry

A high school teacher broke down the night before she was due to drive her students to a state competition. The shop was closed. Dan took the call anyway, a technician came back in, and she left at six the next morning in the courtesy shuttle with the keys to her own car waiting for her return. Nobody mentioned a rental fee. Her whole department has brought their cars in since.

It sits oddly in a document about earnings. It is also, plausibly, why retention runs above 80% and why customers drive past competitors to get here. A buyer who treats that as decoration is buying a different business than the one being sold.

09 · The market

A city that doubled, and cars that keep aging.

85k+
Marlow Springs population, up from ~45,000 at the turn of the century. Growing 1.75% a year.
12 yrs
Average age of cars on US roads, the structural driver under independent repair demand.
Needs-based
Repair is hard to defer for long. Demand holds up when new-car sales slow, because the old cars stay on the road.

Why this corner

Ridgeline and Fourth is one of the busiest intersections in Marlow Springs. Ridgeline runs north-south, Fourth east-west. The shop sits next to a drive-through coffee shop, with two quick-service restaurants, a big-box store and a shopping center within sight. Every car queued in a drive-through is looking at the building. Marlow Springs is also home to a regional medical center and a large distribution hub, the two biggest employers in the county.

Seasonality is mild: peaks around tax refunds and from late May through August, softer late November to February, though the shop's single best month on record was a January.

10 · Reputation

The highest-rated shop in the county.

Top five customer scores within a brand of more than 200 locations, and more five-star reviews than any other shop in the county. Marketing spend to sustain it: about $1,300 a month.

11 · Next steps

Four things, then a call with Dan.

Proof of funds for the deposit

A bank statement or letter is enough at this stage.

SBA pre-qualification letter

From either lender named here or any other. Worth getting regardless: it travels to every other listing you look at.

If not SBA, how you intend to fund it

With supporting documentation.

A short bio for the seller

Dan is choosing a successor, not just a buyer. Say why this one.

Send to deals@ridgeline.example. Once received, the information goes to the seller and a buyer/seller call is arranged with suitable candidates.

Also available

35-minute owner interview

The broker and the owner on camera, 35 minutes, covering the questions buyers ask most. Link on request.

Two lender scenarios

Lender A and Lender B pre-qualification, both at 10% down over 10 years.

Full financial detail

Three years of tax returns with adjustments, plus the trailing twelve-month profit and loss.

Alex Morgan
Business Broker · Certified Business Intermediary
Sam Reyes
Acquisition Assistant
The last page

Confidentiality,
and the terms you accepted
when you opened this.