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A Morrow guide

New Owner Review: Business Income and Extra Expense

In this guide

Rebuild the business income limit from your own numbers, not the seller's. Size it to cover the net income you expect plus the costs that keep running in a shutdown, including payroll and interest on your acquisition debt, for as long as a realistic rebuild and recovery would take. Then check the waiting period, extra expense, the time covered after you reopen, and damage at key suppliers, customers or utilities. This guide is for new owners whose loan payments, investors and personal guaranty depend on income surviving a fire or storm.

The short answer

  • Business income insurance replaces lost net income and continuing expenses, including payroll, while the business is shut down or slowed by direct physical damage from a covered cause.
  • The seller's limit was often set for a business with no acquisition debt and different costs, so it may be too low for the business you now own.
  • Under the standard form, income coverage starts 72 hours after the damage and extra expense starts right away. After you reopen, income can keep being paid for up to 60 days while sales recover, or longer if you buy an extended period. Package policies may differ.
  • Damage at a key supplier or customer, or loss of utility power, needs specific coverage. Losing a key person or a big customer without physical damage is not covered.

What does business income insurance actually pay for?

Business income insurance (often called business interruption) pays the income you lose when operations have to stop or slow down because of direct physical loss or damage to property at your described premises, caused by a covered cause of loss such as a fire. Under the standard Insurance Services Office (ISO) form, business income means net income before income taxes that you would have earned, plus continuing normal operating expenses, including payroll.

Extra expense is the companion coverage. It pays reasonable costs you incur to avoid or reduce the shutdown, such as renting temporary space, leasing replacement equipment, paying overtime or expediting repairs. For many service businesses that can move quickly to a temporary site, extra expense is worth more than the income coverage itself.

Two boundaries matter. First, the trigger is physical damage. Losing the founder, a key employee or the biggest customer does not trigger this coverage without physical damage somewhere; see business interruption when the owner was the business. Second, business income usually sits inside or alongside the property policy, so the causes of loss and exclusions on that policy (flood, for example) apply here too. Review it together with the commercial property review.

Why might the seller's limit be wrong for you?

Business income limits are often set once and renewed for years. Even if the seller's figure was right for the seller, the business you bought has a different cost structure.

Seller-era assumptions vs post-closing reality
ItemUnder the sellerAfter your acquisition
DebtOften little or noneAcquisition loan, possibly a seller note, with fixed payments
Management costOwner paid through distributionsSalaried CEO or general manager, sometimes a new finance lead
PayrollSeller's headcountCurrent headcount plus planned hires you would want to keep through a shutdown
Revenue and marginFigures from when the limit was setYour forecast for the next 12 months
Rebuild timeRarely testedToday's contractor, permit and equipment lead times

There is also a coinsurance risk. If a business income coinsurance percentage applies, the limit must be at least that percentage of 12 months of net income plus operating expenses, or claims are reduced proportionally. In the standard form's own example, $400,000 of annual net income and expenses at 50 percent coinsurance requires a $200,000 limit; with only $150,000, an $80,000 loss pays $60,000. Extra expense is not subject to that condition.

How do you size the limit for the business you own now?

Most carriers provide a business income worksheet. Your controller or accountant can complete it from your forecast in a working session or two. The steps, in plain terms:

  1. Start with projected revenue for the next 12 months, not last year's.
  2. Subtract the costs that would stop during a shutdown, such as materials for jobs you cannot do.
  3. What remains is roughly net income plus continuing expenses: payroll you would keep, rent, loan interest, insurance, software, management salaries.
  4. Estimate how long it would really take to rebuild and reopen, then add a recovery period for sales to return to normal.
  5. Add extra expense: temporary space, rented equipment, overtime, expediting.
  6. Check the result against any coinsurance requirement. The coinsurance test uses 12 months of net income plus nearly all operating expenses (only items such as cost of goods sold are left out), not just the expenses that would continue, so it can call for a higher limit than your shutdown estimate. Ask your broker to run both numbers, and check your lender's requirements too.

A hypothetical example. A buyer acquires a specialty food manufacturer with one plant and a 7(a) loan from the Small Business Administration (SBA). The seller carried a $1.2 million business income limit, set years earlier when the business had no debt. The buyer's worksheet shows that a serious fire would mean about 10 months to rebuild and replace production lines, plus about three months for customers to return. Over that period, lost net income and continuing expenses (payroll for staff the buyer wants to keep, rent, loan interest, management salaries) come to about $2.8 million, plus about $250,000 of extra expense to rent space and expedite equipment. After the broker checks the figure against the policy's coinsurance requirement, the buyer asks the carrier to raise the limit from $1.2 million to about $3.1 million, enough for both the lost income and the extra expense, and to add a longer extended period after reopening. The premium goes up, and if that fire happened, the limit would now be sized to keep paying staff, rent and loan interest through the rebuild, subject to the policy terms.

The policy does not pay your lender directly. It replaces net income and continuing expenses; interest on debt is typically one of those continuing expenses, and principal is paid out of the net income the policy replaces. Ask your accountant and broker to confirm how your worksheet treats debt service.

How long would a shutdown last, and when does coverage start?

The period of restoration is how long the policy pays. Under the standard ISO form it ends when the property should be repaired or replaced with reasonable speed and similar quality, or when you resume business at a new permanent location, whichever is earlier. It is not cut short because the policy expires, and the standard form does not cap it at a fixed number of days, but the dollar limit still caps what is paid.

Coverage for lost income under the standard form starts 72 hours after the damage, a built-in waiting period; extra expense starts immediately. Some carriers change the waiting period by endorsement, and some package policies, including many business owner's policies (BOP), express business income as actual loss sustained for a set number of months instead of a dollar limit. If yours does, compare that number of months with a realistic rebuild time.

Rebuild time is often underestimated. Think about permit and inspection timelines, custom or imported equipment, specialized buildings such as cold storage, and whether a landlord controls the repair schedule.

What happens after you reopen?

Customers do not all come back the day the doors reopen. Under the standard form, extended business income keeps paying for up to 60 consecutive days after the property is repaired and operations resume, while income recovers. The optional extended period of indemnity replaces those 60 days with a longer period shown on the declarations page.

A longer extended period is worth pricing if customers can easily switch to a competitor during a shutdown, if you sell under annual contracts that come up for renewal, or if a seasonal business could miss its main season. For an acquired company whose value rests on recurring customers, the recovery period can matter as much as the shutdown itself.

What if the damage happens somewhere else?

Many shutdowns start at someone else's property. Several coverages address this, each with its own conditions:

  • Civil authority: under the standard form, if a covered cause damages property near your premises and authorities prohibit access to your premises because of the danger, business income is covered starting 72 hours after the order for up to four consecutive weeks, when your premises are within one mile of the damaged property. Carrier forms vary.
  • Dependent property: an endorsement can cover income lost when physical damage hits a key supplier, a key customer, a manufacturer you rely on or a nearby business that draws your customers. Acquired companies often depend heavily on one or two of these.
  • Utility service interruption: loss of power, water or communications from damage to off-site utility property usually needs an endorsement, with its own conditions.
  • Electronic data: the standard form limits business income and extra expense from destroyed or corrupted data to $2,500 per policy year unless a higher limit is shown. Under the standard form, a virus or harmful code can count toward that $2,500, but beyond that small amount a cyber attack that shuts down your systems is largely outside this form; a cyber policy with business interruption coverage, if you carry one, may respond on its own terms and waiting period.

Why does acquisition debt make this coverage matter more?

A business with no debt can sometimes ride out a few slow months on cash. An acquired business usually cannot. Loan payments continue during a shutdown, debt service coverage covenants are measured on earnings, and investors expect updates. If the business misses payments, the lender looks to collateral and to the personal guaranties owners signed. Business insurance does not pay a personal guaranty, but adequate business income coverage can help the company keep paying its own obligations after a covered loss. For how a big loss ripples through senior debt, a seller note and an earnout, see seller notes, earnouts and a big uninsured loss.

Lenders set their own insurance requirements beyond the Small Business Administration's minimums, and some ask for business income coverage. Check your loan agreement, and see insurance after an SBA acquisition loan and SBA lender insurance requirements after closing.

What belongs on your business income checklist?

New owner business income checklist
ItemWhat to checkRed flag
LimitRebuilt from your forecast, payroll and debt serviceSeller's figure unchanged for years
CoinsurancePercentage, or a monthly limit or agreed value option insteadLimit below the coinsurance requirement
Waiting periodHours before income coverage startsA long waiting period the business could not absorb
Extra expenseIncluded, and with a limit that fits your plan to keep operatingMissing or token amount
PayrollWhether ordinary payroll is covered for the full period, or limited or excluded by endorsement, and for how many daysA payroll limitation on a business whose staff you need to keep
Extended period after reopeningStandard 60 days or a longer extended period of indemnityRecurring-revenue business with only the minimum
Dependent property and utilitiesEndorsements for key suppliers, customers and utility serviceOne critical supplier or customer and no coverage
Causes of lossSame exclusions as the property policyFlood zone or storm area without matching coverage

Morrow can work through the business income worksheet with you from your forecast and loan terms, so you can show your lender and board how the limit was set; any changes depend on the carrier. For how the seller's coverage choices affect value more broadly, see was the seller underinsured?

Keep reading

Frequently asked questions

Does business income insurance cover me if a key employee or the seller leaves?

No. Business income insurance responds to direct physical loss or damage to property from a covered cause, such as a fire. Losing a person, a customer or a contract is a different risk; key person life or disability insurance from a life insurance specialist is one way some owners address it.

Will business income insurance make my loan payments during a shutdown?

Not directly. It replaces lost net income and continuing expenses, and interest on debt is typically one of those expenses, so a well-sized limit can help the business keep paying after a covered loss. Have your accountant and broker confirm how your worksheet treats debt service.

How long does business income insurance pay?

Under the standard form, until the property should be repaired with reasonable speed, plus up to 60 days after reopening, or longer if you buy an extended period of indemnity. The dollar limit, or a monthly limit on some package policies, still caps the payment.

Is the seller's business income limit good enough for me?

Often not. The seller may have set it for a business with no acquisition debt and different costs. Rebuild it from your own forecast, payroll, debt service and a realistic rebuild time.

What is the difference between business income and extra expense?

Business income replaces lost net income and continuing expenses while you are shut down. Extra expense pays the added costs of staying open or reopening faster, such as temporary space or rented equipment.

References

Just bought a business? Get your insurance reviewed.

Send Morrow the declarations pages, loss runs and key contracts you inherited. Morrow can review them against the business you bought, flag gaps and request quotes where it makes sense. Any new terms depend on carrier underwriting.

Morrow · 25 New Chardon Street, 4th Floor, Boston, MA 02114

This article is general information, not legal, tax or financial advice, and not a coverage determination. Coverage depends on the actual policy wording, carrier underwriting, your purchase agreement and your contracts. Ask your attorney and accountant about deal and legal questions.