Business Brokerage/M&A Market Pulse 3Q20 – Part 3 of 3

By Brandon Mack

The International Business Brokers Association (IBBA) and M&A Source have recently published their third-quarter market research for 2020. The report is a statistical analysis of 352 respondents who answered this quarter’s 25 question survey. This is the final of a three-part series where I will examine the IBBA’s and M&A Source’s analysis of the market.

Sellers do not always get their asking price. For businesses sold under $500K, they only received on average 85% of their asking price. Businesses sold between $500K and $1M received 90% of their asking price. Businesses sold between $1M and $2M received 94% of their asking price. The $2M-$5M range received an average 96% of their asking price, and the $5M to $50M received 105% of their asking price.  Pricing the business correctly on the front end, with the ability to back-up the price with data, significantly improves this metric – as does focusing on revenue and profit growth while the company is for sale.

For businesses sold for under $500K, the most common industries in this range were personal services at 20%, business services at 13%, and consumer goods at 11%. 85% of deals in this range had no formal exit planning. In the $500K to $1M range, the largest industries in this range were personal services at 16%, healthcare at 14%, consumer goods at 12%, and construction at 12%. 77% of deals in this range did not have formal exit planning prior to engagement to sell. The most deals per industry in the $1M to $2M range are as follows: construction at 25%, manufacturing at 21%, consumer goods at 13%, and business services at 10%. There was more exit planning in this range, as 44% met with an advisor. In the $2M to $5M range, 19% of the businesses sold in this range were in construction, 16% were in business services, 14% were in manufacturing, 12% were in consumer goods, and 12% were in healthcare. 28% of sellers had met with an advisor to discuss exit planning. In the $5M to $50M range, 25% of the businesses sold in this range were in the construction industry, 15% were in business services, and 15% were in wholesale services. Exit planning was even more common in this range, as 53% met with an advisor.  One of the first steps to an exit plan is understanding the value of your business; starting two to three years before selling can give the Seller helpful insights to maximize their value.

In terms of seller financing, in the under $500K range, 15% (13% average over the last four quarters “LFQ”) of the price consisted of seller financing. In the $500K to $1M range, 7% (12% LFQ) was seller financing, in the $1M to $2M range, 11% (13% LFQ) was, in the $2M to $5M range 9% (13% LFQ) was, and in the $5M to $50M range 11% (9% LFQ) was seller financing.

Seller’s Discretionary Earnings (SDE) and Earnings before Interest, Tax, Depreciation, and Amortization (EBITDA) remained as the primary valuation metrics. Most of the transactions used SDE not including working capital multiples for businesses valued under $5M, and most of the transactions for businesses sold between $5M and $50M used EBITDA including working capital multiples. The inclusion of working capital in the purchase prices becomes more prevalent as the transaction size gets larger. For businesses valued under $500K, working capital was included only 21% of the time. For businesses $500K and $1M, 26% included working capital. For businesses $1M to $2M, 29% included working capital. For businesses $2M and $5M, 40% included working capital. Lastly, for businesses valued between $5M and $50M, 65% included working capital. When looking at comparable multiples, it is important to understand what basis the particular database uses as some explicitly exclude working capital in the calculation, while others include it. In other words, one must be careful not to apply a multiple that excludes working capital to an offer that includes it and vice versa.