Why broker deals almost always don’t work
Every day I get deals emailed to me sometimes from brokers. Yesterday I got a 3M revenue business with 278k of EBITDA . Balance sheet is worth 668k so you could sort of justify 2-3 x + net assets to get to 1.5m. Broker wants 3.5M justifying it as net assets plus 4.5x the “adjusted EBITDA” of 750k. Even if accepting of the adjustments then that’s still rich for a small small business. Oh and the seller wants 2.5M at least upfront and the cash. But the only assets to leverage is P&M and receivables which may amount to 500k. On cash last year business had 3.5m of cash which they took 2.5M as a dividend on advice of their accountant (who is also brokering this deal). After paying the government their almost 1M of tax they netted 1.5m. They think the 1M they left behind is “surplus” and should be taken too by the seller. Notwithstanding taking 1M gives a negative net asset position, how does the company cover working capital (which is 350k) or the 750k of liabilities (deferred tax, corp tax, other liabilities). Oh and on the adjustments there is an add back of 200k owner salary but no replacement cost ! This business came across my desk last year when profits and margins were better, the deal didn’t work then and it still doesn’t work now. This seller is paying this advisor for bad advice that’s cost them a) at least a year of what could of been retirement b) what will likely be another few years before they realise they won’t sell on such ridiculous terms c) the 1m tax which in my structure would have only cost them 400k and gave them an extra 600k d) performance has declined in the last year probably because owner lost focus and already mentally check out - devaluing the business and if trend continues will continue to devalue. But of course the accountant advisor who has worked for him for ten years knows best - of course he does he’s charged them around £75k in fees so far to help them sell their business which is on top of the 18k a year they spend for general accounting.