Two Similar Companies ~ Big Difference in Value

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Consider two different companies in virtually the same industry. Both companies have an EBITDA of $6 million – but, they have very different valuations. One is valued at five times EBITDA, pricing it at $30 million. The other is valued at seven times EBITDA, making it $42 million. What’s the difference?

One can look at the usual checklist for the answer, such as:

  • The Market
  • Management/Employees
  • Uniqueness/Proprietary
  • Systems/Controls
  • Revenue Size
  • Profitability
  • Regional/Global Distribution
  • Capital Equipment Requirements
  • Intangibles (brand/patents/etc.)
  • Growth Rate

There is the key, at the very end of the checklist – the growth rate. This value driver is a major consideration when buyers are considering value. For example, the seven times EBITDA company has a growth rate of 50 percent, while the five times EBITDA company has a growth rate of only 12 percent. In order to arrive at the real growth story, some important questions need to be answered. For example:

  • Are the company’s projections believable?
  • Where is the growth coming from?
  • What services/products are creating the growth?
  • Where are the customers coming from to support the projected growth – and why?
  • Are there long-term contracts in place?
  • How reliable are the contracts/orders?

The difference in value usually lies somewhere in the company’s growth rate!

© Copyright 2015 Business Brokerage Press, Inc.

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What Are Buyers Looking for in a Company?

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It has often been said that valuing companies is an art, not a science. When a buyer considers the purchase of a company, three main things are almost always considered when arriving at an offering price.

Quality of the Earnings

Some accountants and intermediaries are very aggressive when adding back, for example, what might be considered one-time or non-recurring expenses. A non-recurring expense could be:

  • meeting some new governmental guidelines,
  • paying for a major lawsuit, or
  • adding a new roof on the factory.

The argument is made that a non-recurring expense is a one-time drain on the “real” earnings of the company. Unfortunately, a non-recurring expense is almost an oxymoron. Almost every business has a non-recurring expense every year. By adding back these one-time expenses, the accountant or business appraiser is not allowing for the extraordinary expense (or expenses) that come up almost every year. These add-backs can inflate the earnings, resulting in a failure to reflect the real earning power of the business.

Sustainability of Earnings

The new owner is concerned that the business will sustain the earnings after the acquisition. In other words, the acquirer doesn’t want to buy the business if it is at the height of its earning power; or if the last few years of earnings have reflected a one-time contract, etc. Will the business continue to grow at the same rate it has in the past?

Verification of Information

Is the information provided by the selling company accurate, timely, and is all of it being made available? A buyer wants to make sure that there are no skeletons in the closet. How about potential litigation, environmental issues, product returns or uncollectible receivables? The above areas, if handled professionally and communicated accurately, can greatly assist in creating a favorable impression. In addition, they may also lead to a higher price and a quicker closing.

© Copyright 2015 Business Brokerage Press, Inc.

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Empire Business Solutions Forecasts 2015

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Empire Business Solutions, a leading Business Broker and M&A Company in Orange County, California is forecasting a robust market  activity for the sale of small businesses in 2015.  Continuing the trend of positive economic and market activity that closed out 2014, more privately owned businesses have been able to grow their revenues, cash flow, and balance sheets. This has led to making them more attractive to buyers and lenders.  The buyers for these business are poised to grow their business through strategic acquisition to meet their growth projections.  A combination of low interest rates, record highs in the stock market, improving employment, and a lot cash on hand with drive the deal the market in 2015.  Additionally, Private Equity is sitting on a lot of “dry powder”.

Empire has already experienced this forecasted trend in the first Quarter of 2015.  Empire was able to close its first deal of the year in early February, transitioning a manufacture/distributor to a new owner, a small Private Equity firm in a deal that was closed within 30 days, almost at lightning speed as the PEG was closing another deal the following month.

Another example of this trend in the M&A activity of small business is the two new engagements Empire brought to market in January and February.

Manufacture of Performance After Market Auto Parts

This company is a leading producer of performance parts for the automotive after market.  They have achieved consistent revenues growth since it inception in 2005 even through the Great Recession.  Quality and service has made this company a leader in its field and contributed to 2014’s 25% growth year over year.  Company markets it products world wide mainly through distributors and only products for imported cars.  Vast opportunity for growth by tapping into the domestic market.  Factory currently  only running a 1/3 capacity so growth can be achieved fairly quickly with a strategic partner with distribution channels.

Metal Working Equipment Dealer

This profitable Southern California metal working equipment dealer and service company is a long established dealer with an strong customer base.  This company provides equipment and machine shop services to businesses all over Southern California.  The company enjoys an excellent reputation for sales and customer service  from the customers and vendors  it serves.  This company represents a wide range of manufactures which provide the company with outstanding support for their products.

 

A Reasonable Price for Private Companies

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Putting a price on privately-held companies is more complicated than placing a value or price on a publicly-held one. For one thing, many privately-held businesses do not have audited financial statements; these statements are very expensive and not required. Public companies also have to reveal a lot more about their…

A Reasonable Price for Private Companies

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Putting a price on privately-held companies is more complicated than placing a value or price on a publicly-held one. For one thing, many privately-held businesses do not have audited financial statements; these statements are very expensive and not required. Public companies also have to reveal a lot more about their financial issues and other information than the privately-held ones. This makes digging out information for a privately-held company difficult for a prospective purchaser. So, a seller should gather as much information as possible, and have their accountant put the numbers in a usable format if they are not already.

Another expert has said that when the seller of a privately-held company decides to sell, there are four estimates of price or value:

  1. A value placed on the company by an outside appraiser or expert. This can be either formal or informal.
  2. The seller’s “wish price.” This is the price the seller would really like to receive – best case scenario.
  3. The “go-to-market price” or the actual asking price.
  4. And, last but not least, the “won’t accept less than this price” set by the seller.

The selling price is usually somewhere between the asking price and the bottom-dollar price set by the seller. However, sometimes it is less than all four estimates mentioned above. The ultimate selling price is set by the marketplace, which is usually governed by how badly the seller wants to sell and how badly the buyer wants to buy.

What can a buyer review in assessing the price he or she is willing to pay? The seller should have answers available for all of the pertinent items on the following checklist. The more favorable each item is, the higher the price.

  •  Stability of Market
  • Stability of Historical Earnings
  •  Cost Savings Post-Purchase
  •  Minimal Capital Expenditures Required
  •  Minimal Competitive Threats
  •  Minimal Alternative Technologies
  •  Reasonable Market
  •  Large Market Potential
  •  Reasonable Existing Market Position
  •  Solid Distribution Network
  •  Buyer/Seller Synergy
  •  Owner or Top Management Willing to Remain
  •  Product Diversity
  •  Broad Customer Base
  •  Non-dependency on Few Suppliers

There may be some additional factors to consider, but this is the type of analysis a buyer should perform. The better the answers to the above benchmarks, the more likely it is that a seller will receive a price between the market value and the “wish” price.

© Copyright 2015 Business Brokerage Press, Inc.

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First Done Deal of 2015

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Empire Business Solutions, a leading Business Broker and M&A Company based in Huntington Beach is pleased to announce the first successful transaction of  2015.  Roy Moss, President of Empire, said “We are quite excited about the prospects for a very active 2015 and this first “Done Deal” of the year is proof that we are off to a very good start.

Tombstone

This was a California-based manufacturer and distributor of plumbing and HVAC (heating, ventilation and air conditioning) supplies. The products are manufactured in China.  The company has one full time employee to oversee the Q/C and supply sourcing in China.   The company maintains an active inventory of 600 SKUs and caters to the wholesale market segment, maintaining a customer base of approximately 260 customers. Products are distributed throughout the United States. The company has inventory-stocking sales representatives in Texas, Massachusetts, and Colorado. Total revenue was $4.5million in 2014 with EBITDA at $600,000.

The Company was purchase for approximately $1.9 mil by a small investor driven PEG from out of state with seller financing and earn out part of the deal structure.

M&A activity from Main Street to Wall Street seems very active and most forecasts from the leading websites are pointing to increased transactions in 2015.

A recent report from a prominent  business for sale website confirms these growth projections.   Their survey of brokers revealed a record number of transaction for 2014 since they started keeping track in 2007.  The significant increase in the volume of closed deals can be attributed to couple factors.  First is the survey reported an increase in qualified buyers who have entered the market.  The second important factor was the overall improvement in the business environment.  Businesses are performing at a much higher level in terms of revenues and profits which improves their valuations.  The median asking prices are growing due to the higher financials being reported.  Additionally, as we have reported before, the number of business going to market continues to increase because of the Baby Boomers retiring and wanting to exit their businesses.  It is expected that more Baby Boomers will exit in 2015 than in 2014.

All of these factors lead all in our industry to believe 2015 will be a good one.

Empire Business Solutions has been a leading Business Broker and M&A Specialist since 2005 in the Orange County and Los Angeles County area.  Empire specializes in representing sellers in Southern California who want to maximize the value of their business.

Contact Roy Moss, President of  Empire Business Solutions at 714-374-6430 to discuss the process in selling or buying a business in Southern California.

 

Top Ten Mistakes Made By Sellers

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  1. Neglecting the day-to-day running of their business with the reasoning that it will sell tomorrow.
  2. Starting off with too high a price with the assumption the price can always be reduced.
  3. Assuming that confidentiality is a given.
  4. Failing to plan ahead to sell / deciding to sell impulsively.
  5. Expecting that the buyers will only want to see last year’s P&L.
  6. Negotiating with only one buyer at a time and letting any other potential buyers wait their turn.
  7. Having to reduce the price because the sellers want to retire and are not willing to stay with the acquirer for any length of time.
  8. Not accepting that the structure of the deal is as important as the price.
  9. Trying to win every point of contention.
  10. Dragging out the deal and not accepting that time is of the essence.

© Copyright 2015 Business Brokerage Press, Inc.

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Why Sell Your Company?

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Selling one’s business can be a traumatic and emotional event. In fact, “seller’s remorse” is one of the major reasons that deals don’t close. The business may have been in the family for generations. The owner may have built it from scratch or bought it and made it very successful. However, there are times when selling is the best course to take. Here are a few of them.

  • Burnout – This is a major reason, according to industry experts, why owners consider selling their business. The long hours and 7-day workweeks can take their toll. In other cases, the business may just become boring – the challenge gone. Losing interest in one’s business usually indicates that it is time to sell.
  • No one to take over – Sons and daughters can be disenchanted with the family business by the time it’s their turn to take over. Family members often wish to move on to their own lives and careers.
  • Personal problems – Events such as illness, divorce, and partnership issues do occur and many times force the sale of a company. Unfortunately, one cannot predict such events, and too many times, a forced sale does not bring maximum value. Proper planning and documentation can preclude an emergency sale.
  • Cashing-out – Many company owners have much of their personal net worth invested in their business. This can present a lack of liquidity. Other than borrowing against the assets of the business, an owner’s only option is to sell it. They have spent years building, and now it’s time to cash-in.
  • Outside pressure – Successful businesses create competition. It may be building to the point where it is easier to join it, than to fight it. A business may be standing still, while larger companies are moving in.
  • An offer from “out of the blue” – The business may not even be on the market, but someone or some other company may see an opportunity. An owner answers the telephone and the voice on the other end says, “We would like to buy your company.”

There are obviously many other reasons why businesses are sold. The paramount issue is that they should not be placed on the market if the owner or principals are not convinced it’s time. And consider an old law that says, “The time to prepare to sell is the day you start or take over the business.”

Empire Business Solutions Celebrated Its 10th Anniversary

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Empire Business Solutions, a leading Business Broker and M&A Company based in Huntington Beach is pleased to announce that 2015 marks the 10th Anniversary for this Southern California intermediary.   Started in 2005, Realestate Opportunities & Investments, Inc, dba Empire Business Solutions, opened its doors with the mission of helping business owners realize their dreams of financial security by selling their business.

As experienced M&A professionals, Empire completely understands the life span of a business.  From start up through acquisition, merger or to presenting your business for sale, Empire has established our principles for success;

*Strict confidentiality with free consultation

*Strong client representation

*Solid evaluation

*Energetic Marketing

As President of Empire with over 35 years experience in all aspects of the business and sales process, Roy Moss has  personally involved himself in every transaction.  Through continued education and experience, Roy Moss and Empire manage the complex M&A transactions along with its team of professional experts which range from environmental to legal.  The goal is to arrive at a successful transaction for buyers and sellers.

Over the last ten years of service to the Southern California and Orange County business community representing buyer and sellers, Empire Business Solutions has participated in

over sixty different successful transactions.  Here is a partial list of successful transactions:

Done Deals

(Partial List)

Beco Mfg

Eastman-Bell Mfg

EML Laboratories

D&A Coatings

Pastorello Construction

USECC

Virtuoso Video Productions

Business Opportunity Journal

Islander BBQ

Avant Garde Salon

Origins Massage & Bodyworks

Skin Rx

Pet Pantry

Lisa Belle Salon

Tommy Bahama Retailer

Spa World Mfg

Gauthier Spa and Salon

Pasadena Med Spa

Carpolicy.net

California Greetings

Bershea

Colton Radiator

Midas

Reliable Auto Care

Focus Medical

Hairfree

Studio Exchange

Shah Legal

Lincoln Institute of Massage

It’s A Grind

Bamboo & Beyond

Pura Vida

KG Spa

Photomakers

OC Spa

Lil Angels Photography

Advanced Laser Clinic

Spa  Del Mar Location

Midas-Barstow

Wright’s Automotive

The deals over the last ten years have ranged from main street businesses to lower middle market M&A transactions.   The experience and personally attention to our clients have made Empire Business Solutions a leading Business Broker and M&A Specialist since 2005 in the Orange County and Los Angeles County area.  Empire specializes in representing sellers in Southern California who want to maximize the value of their business.

Contact Roy Moss, President of  Empire Business Solutions at 714-374-6430 to discuss the process in selling or buying a business in Southern California.

Who Is the Buyer?

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Buyers buy a business for many of the same reasons that sellers sell businesses. It is important that the buyer is as serious as the seller when it comes time to purchase a business. If the buyer is not serious, the sale will never close. Here are just a few of the reasons that buyers buy businesses:

  • Laid-off, fired, being transferred (or about to be any of them)
  • Early retirement (forced or not)
  • Job dissatisfaction
  • Desire for more control over their lives
  • Desire to do their own thing

A Buyer Profile

Here is a look at the make-up of the average individual buyer looking to replace a lost job or wanting to get out of an uncomfortable job situation. The chances are he is a male (however, more and more women are going into business for themselves, so this is rapidly changing). Almost 50 percent will have less than $100,000 in which to invest in the purchase of a business. In many cases the funds, or part of them, will come from personal savings followed by financial assistance from family members. The buyer will never have owned a business before, and most likely will buy a business he or she had never considered until being introduced to it.

Their primary reason for going into business is to get out of their present situation, be it unemployment or job disagreement (or discouragement). Prospective buyers want to do their own thing, be in charge of their own destiny, and they don’t want to work for anyone. Money is important, but it’s not at the top of the list, in fact, it probably is in fourth or fifth place in the overall list. In order to pursue the dream of owning one’s own business, buyers must be able to make that “leap of faith” necessary to take the risk of purchasing and operating their own business.

Buyers who want to go into business strictly for the money usually are not realistic buyers for small businesses. Keep in mind the following traits of a willing buyer:

  • The desire to buy a business
  • The need and urgency to buy a business
  • The financial resources
  • The ability to make his or her own decisions
  • Reasonable expectations of what business ownership can do for him or her

What Do Buyers Want to Know?

This may be a bit premature since you may not have decided to sell, but it may help in your decision-making process to understand not only who the buyer is, but also what he or she will want to know in order to buy your business. Here are some questions that you might be asked and should be prepared to answer:

  • How much money is required to buy the business?
  • What is the annual increase in sales?
  • How much is the inventory?
  • What is the debt?
  • Will the seller train and stay on for awhile?
  • What makes the business different/special/unique?
  • What further defines the product or service? Bid work? Repeat business?
  • What can be done to grow the business?
  • What can the buyer do to add value?
  • What is the profit picture in bad times as well as good?