This Question is Possibly Answered

1 "correct" answer available (5 pts)
1 2 3 Previous Next
Post a new topic
Click to view DMIGUY's profile Mogul DMIGUY 82 posts since
May 14, 2008
15. Re: What's it Worth? Aug 28, 2008 4:57 PM
in response to: Basket_Guy

I can't speak to the business assest as others can, but so far as the real estate is concerned, be sure to check the following:

What is the property zoned for? And of course, does the current use comply? Many times, a business that's been around for a while might have gotten "Grandfathered in" or received a "conditional use" approval, either of which would diminish the property's value.

Are there any restrictions on the property that would prohibit it from being used for any other business? Check the deed and title to be sure that in the purchase, not necessarily the seller's purchase, but even going back a ways, no one accepted any provisions that would diminish the access or use of the property?

Be sure there are not unfulfilled easements of record. For instance the city may have the right to use some of the frontage for additional roadway. You may lose parking, or you may lose an accessway.

The real estate assessment works for tax purposes only. You need to place a realistic market value on the property for yourself. That would simply be a matter of leasability and the rate of the lease. If the area is easily rentable (as in the business closes) that's good. In this economy, you could sit with that property for months. How many months? Those months add in as part of a vacancy rate that needs to be included in your valuation. How much could you rent the building for? That amount is your likely yearly income. Would someone buy the property from you if it were leased out? If they would, and they would quickly, then with their risk diminished, the value would go up.

Unless the business itself will generate enough cash flow to cover all expenses and net you something, minimal though it may be, you're letting emotions get in the way of a business decision that should boil down to dollars and cents. If the seller is overemotional about his business and is unwilling to see the math, then walk away ... it'll still be on the market 8 months from now should you still feel compelled to jump in.

Good Luck!

Click to view Iwrite's profile Mogul Iwrite 1,133 posts since
Dec 29, 2007
16. Re: What's it Worth? Aug 28, 2008 4:59 PM
in response to: BRMcHenry
I am learning so much from this post. I had to say this. These insights are great reference materials. I'm not sure if I will ever buy an existing business but this is good stuff.
Click to view Lighthouse24's profile Mogul Lighthouse24 2,402 posts since
Oct 10, 2007
17. Re: What's it Worth? Aug 28, 2008 7:16 PM
in response to: Iwrite
I'm glad there's some benefit, Iwrite -- because the title keeps making me think of the opening lyrics of the old Stephen Stills / Buffalo Springfield song ("For What It's Worth"):

There's something happening here.

What it is ain't exactly clear.


I just don't see how to offer any really useful input without knowing what and where this business is. A gas station, strip bar, ice cream store, and advertising firm all have different operating models, different acquisition and management challenges, and therefore different valuation formulas/variables. Put any one of those businesses upi for sale in downtown Austin a block from the UT campus and you have a radically different deal on the block than if it's sitting on the outskirts of Pecos.

Click to view Bridge's profile Mogul Bridge 390 posts since
Jun 3, 2008
18. Re: What's it Worth? Aug 28, 2008 7:28 PM
in response to: BRMcHenry

I have bought/sold over 200 businesses valued at ober $500 million. A business this small typically does not demand a 4-5 X cash flow valuation.


You bring up an excellent point though about rent payments. We do not know based on the limited information provided if some type of lease/rent expense is built into the P&L.

I still have NEVER heard of 3 x revenue for valuation. 3 X cash flow is more in the ball park.

Again, you would do well to get some professional advice.

Click to view DMIGUY's profile Mogul DMIGUY 82 posts since
May 14, 2008
19. Re: What's it Worth? Aug 28, 2008 7:37 PM
in response to: Lighthouse24
Lighthouse, I disagree.

If I told you the property was on Bragg Street in Brooklyn, would you know more about it? Of course not. The formula should always remain constant. It's up to those using to formula to input the appropriate data. If they can't do that, then there are those in the community who can help.

By the way, I've seen your posts, and you input as a mentor, be it specific or generic, has been educational, insightful, and I think valuable to these discussions.
Click to view DMIGUY's profile Mogul DMIGUY 82 posts since
May 14, 2008
20. Re: What's it Worth? Aug 28, 2008 7:39 PM
in response to: DMIGUY
And I now have to agree with the posts that called for editing. Every time I look back and see my errors in spelling or grammar, it makes me cringe.
Click to view Lighthouse24's profile Mogul Lighthouse24 2,402 posts since
Oct 10, 2007
21. Re: What's it Worth? Aug 28, 2008 8:10 PM
in response to: DMIGUY
Well, yes, I feel like I'd know a lot more about it with that info and the type of business it was (and not just because I once had a command at Rockaway and happen to know where that is). Anyway, that's just my opinion/perspective as a business owner and a consultant who sometimes deals with the aftermath of a bad purchase decision. If those of you who are professional advisors on commercial property and business acquisitions say the type of business and its location are totally irrelevant to it's value and purchase price, so be it. ( It's still relevant to me, if I'm the buyer).

Thanks for the compliment. I appreciate that, and am glad we're still getting knowledgable newer members (like you) joining in. Best wishes.
Click to view Basket_Guy's profile Mogul Basket_Guy 34 posts since
Aug 9, 2008
22. Re: What's it Worth? Aug 29, 2008 8:02 AM
in response to: DMIGUY
Thank you all for the excellent information.

To answer some of your questions. The business is an S-Corporation and sells gourmet food and wine and also does catering. The business is located in a city where annual incomes are $68K +. If the building was to be leased out, in our area it would go for about $4000 a month. The current officers charge the business $1600 a month rent. The businesses revenue is able to cover all expenses. I do feel that if they are unwilling to come down on their asking price I will walk away, I wanted to get other opinions to make sure I was not being unrealistic on my offer. This is my first time buying an existing business.
Click to view Bridge's profile Mogul Bridge 390 posts since
Jun 3, 2008
23. Re: What's it Worth? Aug 29, 2008 10:09 AM
in response to: Basket_Guy
I am a professional business broker and I do have to agree with Lighthouse that location and type of business matters.

Some businesses trade for higher multiples than others. That being said, there are still "averages" that most small businesses fall in. Again, the more information you provide, the better responses you will receive.

From what you have posted so far, I see no indication that this is a "High" multiple business. High multiples typically go with high growth industries or companies. Neither of which were indicated or inferred by your posts (any company in business as long as this one with such small sales, it NOT high growth).

Now, on your last post you said FMV rent is $4,000 but they are only charging the business $1,600 per month. That means they are subsidizing the business by $28,800 annual - eating up most of the "profits". This is why it is so important to do a proper recasting of financial statements.

In my opinion, you have a very low value business. worth nowhere near the asking price. Did they provide you any indication on how the price was determined?

I hear all the time that owners want $1 million; it seems to be an emotional number regardless of what the business is actually worth.
Click to view Adducent's profile Mogul Adducent 338 posts since
May 22, 2008
24. Re: What's it Worth? Aug 29, 2008 10:36 AM

I read through this post and Bridge and others have given you some good guidance on this. I'll chip in some questions and my opinion, which is similar to Bridge's feedback.


Their asking prices is unrealistic but before I give you my two cents on what would be a reasonable offer (price and terms) to make there are a few things:

In today's market I would not use a 2007 appraisal ... I think there is too much chance of a value variation based on when it was done (earlier in 2007 or later 2007) and where things stand right now for real estate in many areas of the US. So step 1 would be to get a new appraisal done or see if the appraiser will review the old appraisal and amend/update based on today's market.


Some Questions:


Who owns the real estate ... the business or the business owner (as an individual or through another entity)?


Is the real estate "free and clear" or does it have a mortgage on it?


If it is mortgaged, how much equity (based on a new appraisal) is there in the real estate?


I ask the above because there may be some ways to use the real estate in the deal in different ways to help you with cash and deal structure components of an offer to the seller.


What is the trend in their financials over the last 3 to 5 year period (revenues and net income going up, down or are they flat?


If there are big drops or increases ... find out why. You don't want to buy the business based on an aberrant high net income number that is not sustainable or repeatable.


How strong stable is the local economy?


Gourmet food, wine and catering - may be discretionary spending purchases that could drop if the economy affects your customers and they cut back spending. Again, you may buy the business based on its current situation/historical performance but what happens in the future is what pays for the business. Factor that thinking into your decision making process.


You have to look hard at their financials (income statement and balance sheets over at least the last 3 years) to get a decent feel for the business. I would also ask the business owner if they have any projections for the next year or two. In a business this size they probably do not but you need to ask. If they don't have them then you should run and re-cast the numbers your self or have someone help you do that so you can get a "forward look" at things as if you own the business for the next year or two.


Now to my opinion on offer price/terms:


Bottom line and in simplest fashion ... simple businesses are generally valued at a multiple of net income/earnings with an allowance/adjustment for asset values included in the deal.


A business this size is not going to command a high multiple. Perhaps 3x net income. That would put a value of $102,000 on the net income of $34,000. Add to that your real estate value (at current appraisal) would give you a reasonable offer price.


I also feel that you should never offer to totally cash an owner out (unless you are getting a deep discount in pricing for doing so); I believe you should see if they will carry back some of the financing. I would start by asking for them to carry back 75% of the offer price and ask for a 5 to 7 year term for any carry back on the balance of sale by the owner at current market rates.


Before you think "they'll never accept that" ... remember you are trying to negotiate a deal that is suitable for you. You don't know unless you ask or try and you need to have a starting point for discussions. The business has been on the market for 8 months ... the owners may feel that if they work with you to negotiate to where you each can accept the deal ... then it is better than waiting for another buyer. These terms and if the real estate can be leveraged/utilized by you as the buyer, could help you create the cash and terms to buy the business and minimize how much of the down-payment comes out of your pocket.


Of course the specifics of what you offer regarding the terms, amount, term and rate need to be looked at by you in advance to be sure that that business cash flow can support that debt. This is very important if you are looking at this from the standpoint where you do not have a lot of your own money to put into the deal and need to try and make this work based on the business itself, its assets and deal structure with the current owner.


I (and others that have relied to your post) obviously cannot know everything about the deal and give you comprehensive advice but the above (and posts from others) in general should give you some food for thought and things to consider. There are a lot of moving parts even to a transaction as small and straight forward as this one should be. As Bridge suggested, you might want to talk with an experienced business broker to help you work through the details to make sure that you make an informed decision and come up with the best offer/deal structures that is right for you.


Good luck with your efforts on this deal.


Dennis Lowery

Adducent, Inc.

Click to view Bridge's profile Mogul Bridge 390 posts since
Jun 3, 2008
25. Re: What's it Worth? Aug 29, 2008 10:43 AM
in response to: Adducent
Adducent,

Excellent post.

I agrre with your 3 X and seller financing.

One thing to consider though - 3 X what number?

The business has been subsidized by below market rents to the tune of about $28,000 annual! Make profits closer to $5,200....

Put a 3 multiple on that!

Again, a full recast would be in order here. I am sure we do not have all of the facts.
Click to view Adducent's profile Mogul Adducent 338 posts since
May 22, 2008
26. Re: What's it Worth? Aug 29, 2008 10:59 AM
in response to: Bridge
Hi Bridge,

Thanks. You're posts in this thread are "dead-on" correct. You are right regarding "3x what number?". I did not see the post regarding the rent differential. I think all offers should be based on a complete recast of the financials. So in this case as you said, if the rent they are paying is artificially low ... then that affects the bottom line net income number used. And you have to have all the facts in front of you to make a good decision on what your offer should consist of. I have seen a lot of buyers (after the fact) realize that they overpaid for a business because they didn't dig into the deal deep enough ... they went by the 'seat of their pants' and got too emotionally attached to the deal.
Click to view Basket_Guy's profile Mogul Basket_Guy 34 posts since
Aug 9, 2008
27. Re: What's it Worth? Aug 29, 2008 11:54 AM
in response to: Bridge
Greg

I do have a call into the listing agent to give me a break down on how they came up with their asking price.

Rick
Click to view Basket_Guy's profile Mogul Basket_Guy 34 posts since
Aug 9, 2008
28. Re: What's it Worth? Aug 29, 2008 1:00 PM
in response to: Adducent

Adducent

Thank you very much for the information. I will try to answer some of your questions.
The appraisal was updated July 2008 and those are the most recent numbers I have.
The property is owned by the business.
They did take out a loan which they state will be paid off at the time of purchase.
Revenue dropped in 2006 and are currently on an upward trend.
Our area economy is faily stable with new growth in the area.
I will look into carry back financing.
Click to view Adducent's profile Mogul Adducent 338 posts since
May 22, 2008
29. Re: What's it Worth? Aug 30, 2008 9:42 AM
in response to: Basket_Guy

You're welcome. Then you should be able to rely on the recent appraisal numbers. Do you know the balance of what they owe on the real estate? If they have not told you or won't tell you, you should be able to find out by checking records at your courthouse to see what is owed on the property. The amount owed is important to know so you can see if there is any room for leverage and for tapping the real estate equity for part of your deal structure and financing.

Its going to be very important for you to look at recasting the financials. The rent differential of market rate and the artificially low rent payment they have been making is something you need to allow for impact to the bottom line. From a real world standpoint; if the real estate is valued at $416,046 and you got a 80% LTV (loan to value) that would come to a $332,836 mortgage. At 7% over 30 years that is a $2,214.37 Principal and Interest payment per month. That is $614 over what they pay in rent ... and will actually be somewhat more when you add in Taxes & Insurance. That is an additional $7,368 annually off the bottom line that you will have as the new owner. If that brings net income down to roughly $27,000 from $34,000 ... then you should be looking at an offer of roughly $81,000 plus real estate value.

If the real estate is out of the deal and you had to pay the market rate rent of $4,000 per month ... then that is $2400 more per month than they pay and would reduce net down to $5,200 per year. And an offer should be only 3x $5200 or $15,600 for the business operations. From a practical view that hardly makes operating the business of value unless you want to "own" a job. You have some risk that you would expose yourself to, and to consider if you overpay for this since most of the real value appears to be in the real estate. So you need to look closely at all the numbers and try to get the seller to carry back as much financing as possible to make this a viable deal that might be worthwhile to you to pursue.

I think you get the point how important it is to look at even a basic transaction like this, from all angles to help you make a good decision.

I hope the above helps you in some way.

Dennis Lowery
Adducent, Inc.
1 2 3 Previous Next