What is the difference?

Cash flow multiples are used most often to value a business when there is an owner/operator in place.  (However, be careful as cash flow is a generic term used differently depending on the context. It may be defined by users for their own purposes.  Similar to Working Capital which must also be carefully defined when transferring the Balance Sheet at closing).

EBITDA is used more often when a financial or strategic buyer is involved and is more of a reflection of what an investment in the purchase of a business will return with absentee ownership in place (similar to how a property investor would look at Net Operating Income).

Regardless of which of the above approaches used a significant element in the pricing of any business is the quality of the cash flow and the potential growth of your cash flow.  A track record of significant repeat business (say 50% to 60%) is very attractive.  Naturally good growth also receives higher premiums.

When it comes to what multiples to use, this is best determined by looking at market data and seeing what comparable companies have recently sold at.  Typically the multiples used for evaluations using EBITDA would be in the region of 5 times, while the smaller cash flow based businesses would sell for a lesser multiple (oftentimes around 2.5 times).

The BC PNP will consider applications to establish or purchase and expand a business that meet the following criteria:

1. The business must be operated for the primary purpose of earning profits from active income through the provision of products/services.
2. The business must have good potential for sustained commercial viability.
3. The business must have the potential to create significant economic benefits to British Columbia by contributing to one or more of the following:
   • increasing value-added manufacturing, processing or primary resource activity
   • increasing exports of goods or services
   • increasing destination tourism
   • increasing R&D/technology commercialization
   • developing innovative and creative approaches to traditional businesses
   • transferring technology, skills and specialized know-how to the province
   • servicing an underserved local or regional market

The BC PNP will give special priority to business proposals that contribute to:

• Expanding business with the Asia Pacific region
• Utilizing wood infected by Mountain Pine Beetle
• Diversifying the economies of communities affected by Mountain Pine Beetle damage
• Creating business partnerships with the province’s First Nations (aboriginal people)
• Developing the province’s emerging technology industries: alternative energy, clean technologies, information technology, new media, and life sciences

Applications will NOT be considered for the following types of businesses:

• Bed and breakfasts, hobby farms and home-based businesses
• Pay day loan, cheque cashing, money changing and cash machine businesses
• Pawnbrokers, Coin operated laundries, Automated car wash operations
• Sale of used goods (excluding collectibles, or where the business provides value-added services such as repairs, refurbishing, or recycling)
• Real estate development/brokerage, insurance or business brokerage
• Businesses involved in the production, distribution or sale of pornographic or sexually explicit products or services, or in the provision of sexually oriented services
• Businesses that could bring the program or the Government of British Columbia into disrepute
• Convenience stores, Video and DVD rental stores
• Gasoline service stations
• Personal dry cleaning services
• Franchise operations, unless pre-authorized by the BC PNP

Investment in the Business

If the would-be immigrant buys the shares of an existing operating business no more than two thirds of the applicable minimum personal investment can apply to the purchase of the shares and he/she must acquire ownership and control of at least one third of the business. The shares must be common full-voting shares and must not have a redemption option.

If he/she is buying the assets of an existing business no more than two thirds of the applicable personal investment can be applied to the purchase of these assets.

In addition, at least one-third of the required investment must be directed towards expansion/improvement of the existing business that they are purchasing.

The investment made by the would-be immigrant can not be applied to the purchase of real estate unless it can be shown that it is essential to the business, in which case no more than two thirds of this investment can be applied for this purpose.

The applicable minimum personal investment can be applied to the following types of business costs, provided that the amounts are reasonable for the business involved:

• Machinery, equipment, furniture and fixtures
• Leasehold improvements
• Inventory
• Patents and licenses
• Franchise purchase fees
• Allowable real estate and franchises
• Initial promotion and marketing
• Other start-up expenses, such as incorporation and permit fees, legal and other professional fees

If, because of the nature of the business, the immigrant owner is unable to apply the full amount of the minimum required personal equity investment to these types of expenditures, he can apply the balance to wages, building rent and other normal operating expenses (excluding any payments to himself or family members) during the first six months of operations if he is establishing a new business, or three months if they are buying an existing business.

A common mistake made by the small to mid-sized business owner is failing to consider exit planning when things are going well for the company.

2. Reactive versus proactive – Waiting for deals to come to you

Waiting for the perfect deal is like waiting for a lottery win. You might get lucky, but don’t count on it. Finding the liquidity event that closely matches your objectives requires much time and effort.   Without deliberate planning and implementation, the probability of finding that finaldeal is very low.

3. Narrow focus – Not considering all liquidity options

Your ultimate liquidity event can take many forms. You may choose to exit the company in several stages or all at once. A common mistake is to view an outright sale of the company as the only option. However, some of the other liquidity options available to small and mid-sized business owners include:

• Management Buy-Out
• Initial Public Offering
• Sale to a Financial Buyer
• Sale to Strategic Buyer
• Intra-Family Sale

4. Distraction – Taking your eye off the ball

Running a company is a full time job. Exit planning execution is also a full time job. So how do you do it? By utilising all the resources at your disposal. Remember, planning a successful exit may be the most significant event that ever takes place with your business, therefore get help from competent professionals and don’t take your eye off the goal and continue to successfully grow and manage your company.

5. Valuation – Not knowing what your company is worth

Knowing where you are now is a prerequisite of a comprehensive exit plan.

6. Thinking ahead – Lack of vision post exit

Many owners neglect exit planning out of fear of the unknown future. In other words, the question that plagues them is “What would I do if I didn’t have the business?” Proper exit planning encompasses addressing these types of personal issues. What do you want to do with your life apart from running the company? A complimentary question becomes: “How much money will it take to do what I want to do?” No exit planning process is complete without addressing these questions, and it is much easier to consider such issues well ahead of time.

7. Taxation – Not thoroughly planning for the impact of taxes

Exit planning without proper consideration of the tax ramifications of exit is short sighted. Proper planning considers how to minimize all taxes.

8. Resources – Not using professionals properly

Given the time constraints on business owners, it is imperative that you engage competent professionals to assist you in the exit planning process. Time is not the only factor however; expertise is perhaps a more important issue. You are expert in running your business – you would be ill-advised to let an advisor take over that role. Likewise, you would be asking for trouble if in your limited time you tried to become an expert in legal issues, accounting, taxation, deal-structuring, valuation, exit options, etc. Don’t try to do it all yourself, and be sure that the professionals you bring in to help you are competent and ethical.

9. Lack of deal experience – Understanding the time to complete a deal

Getting a deal done takes time. Even with the most flawless execution, it is inevitable that there will be roadblocks and unexpected challenges in reaching the closing table. It is imperative that you and your advisors are on top of all key details and parties to the transaction so that when the inevitable issues arise, they can be handled quickly and the process can keep moving forward.

10. Unnecessary complexity – Not keeping it simple

Although exit planning is a challenging and multifaceted task, do not blow it out of proportion. If you believe that it is too complicated, you may not take that all important first step, and as a result, you may find yourself only beginning to think about your exit plan when you are forced to. There’s no need to let this happen.

Sometimes they ignore advice, as well as personal and practical situations and/or market dynamics that are staring them in the face that foretell difficult times ahead. What many are not aware of is that these difficult times can often result in a significant drop in the value of the business.

Nevertheless there are signs that business owners must be aware of which might indicate that it is time for them to seriously consider a plan to exit their business, below I have mentioned some of the more common ones:

Their kids are not interested or are not capable of running the business. Oftentimes an Owners’ children may not be interested or capable of running the business in the same way that the father/mother have done.  They simply do not have the same drive, ambition or interest.  In this case perhaps a better legacy that an Owner can leave to their kids is to convert their company into a diversified portfolio of financial assets that may be far less risky than turning the company over to inexperienced managers.

Owner is faced with the need to make a major capital investment into the business late in their working life in order for the company to maintain its competitive position. Maybe this should be a time that they should be thinking about diversifying assets, not concentrating them even further in the business.  In terms of a simple payback analysis, does the payback extend beyond an expected exit date? Maybe it is time to bring in an equity partner, an industry buyer with the management depth, infrastructure, or distribution network to protect that investment. Let a new owner amortize the investment.

The Owner’s enthusiasm to compete and grow the business is not burning as brightly as it once did. If businesses are not growing, they are most likely contracting. A downward sales trend makes the task of selling a business much more difficult as potential buyers fear that this is a sign that the viability of the business itself is under question.

They lose a major client or a key employee. That can be a real blow to a business. The owner, by nature, is optimistic and believes that the lost business will soon be replaced but if he does not immediately reduce expenses to match this new sales level it can lead to problems and if they do cut it may not be fast enough or deep enough. Therefore maybe it is time to seek a buyer before the company’s value is impaired as profits erode.

A large competitor is taking market share away from them at an accelerating pace. The news is not likely to get better and is a trend that is difficult to reverse.  This should be a wake up call to the Owner to get out.

Their legacy systems, production capabilities, or competitive advantage has been “leap-frogged” by a smaller, nimble, entrepreneurial firm. This happens often and can cause an erosion of their customer base. Inertia may sustain them for a while, but eventually they will begin to experience customer defections. They can restructure, acquire or sell. If they decide to sell, they should do so before losing too many clients.

A major company in a related industry just acquired a direct competitor. Watch out, they did not make this acquisition to maintain status quo. They want to grow their market share. They will be coming after all potential clients. The good news is that as a defensive measure, one or more of their competitors may be compelled to make a similar acquisition. It may be best to be aggressively ahead of the curve and get acquired.

They have a health scare and have decided to focus on family or doing all the things that time devoted to the business has prevented them from doing. They are thinking of all the sacrifices they have made. Their list of goals is changing from financial in nature to family, friends, travel, experiences etc. They might want to listen to their heart at this time.

The market to sell is hot and they decide to take some chips off the table for asset diversification. They may be thinking of retiring in four years, but a consolidation is occurring in their industry and valuations are up 20%. Why not sell at the top and sign a four-year employment or consulting contract.

They want to exit in an orderly fashion and from a position of strength as they have always intended. They should be reminded of the competitive forces in the market and the relative strength or weakness in valuation multiples. They need to know how to prepare their business to be attractive to a strategic buyer. They need to hire a good Intermediary firm to present them confidentially to the most likely buyers. When several recognize their value and show interest, they need help in getting a little competitive bidding going. If done right, their transaction value will rise and their terms will improve. When they pull the trigger and complete the sale…they will be able to say with confidence “Mission Accomplished”.

If you look at statistics, it’s apparent that Sellers receive a much higher purchase price if they accept terms. Studies show that, on average, a Seller who sells for all cash receives only 70 percent of the asking price.  Sellers who are willing to accept terms receive, on average, 86 percent of the asking price – a 16 percent difference.  On a business listed for $250,000, the Seller who is willing to accept terms will receive about $40,000 more than the Seller who is asking all cash. This is a compelling reason for a Seller to accept terms.

For the Seller the primary reason that they are reluctant to offer financing terms is their fear that the buyer will be unsuccessful.  If he or she should stop making payments, the Seller will be forced to either take back the business or forfeit the balance of the note.  Another reason is that Sellers feel that they can do more with cash than with the receipt of monthly payments and that selling their business may be the only time that they can get a “lump payment of cash.”  However, we as Business Brokers try to alleviate these fears by pointing out some of the ways sellers can protect their investment, and some of the advantages of carrying the balance of the purchase price.  Equally important to this equation is how the deal itself is structured.

What are the advantages to the Seller of financing the sale?

• The chances of the business actually selling are much greater with seller financing.
• The seller will achieve a much higher price for the business with seller financing.
• A good interest rate can increase their actual selling price substantially.
• With interest rates currently fairly low, sellers can get a much higher rate from a buyer than they can get from any financial institution.
• Sellers may also discover that, in many cases, the tax consequences of accepting terms are a lot more advantageous than those on an all-cash sale.
• Financing the sale tells the buyer that the seller has enough confidence that the business will, or can, pay for itself.
• The seller may be able to borrow some cash using the note and security agreement as collateral.

The PL prepares the definitive agreement. This is perhaps one of the most time consuming parts of the transaction.  They take the OTP and convert into a definitive agreement, they add representations and warranties to the agreement, they determine the closing procedures and documents to be signed and incorporate them into the agreement.

While this is going on the Vendor’s lawyer (VL) will be remediating the corporate minute book.  On average over 90% of those Vendors who have maintained their own minute books end up spending more on a lawyer to fix the deficiencies in it, that they neglected (than if they used a lawyer from the beginning).  Once all Vendor corporate resolutions are in order they become part of the closing documents.

As far as a lease is concerned, if there is one in the transaction, it could be either to PL or VL who negotiates the lease or the assignment of the lease (it all depends on who then landlord is).  This is perhaps the third most time consuming part of a closing.

What are the 3 “nets” in Triple Net? – Building Insurance, Building Maintenance and Property taxes.

Base Rent or Net Base Rent:

This is typically net rent that the landlord receives for allowing a tenant the use of the space and does not include any expenses other than capital expenses that are associated with the use of the property so the base rent would not include taxes, maintenance, insurance, utilities etc.

It should be noted that insurance carried by any landlord is for the building only and not business insurance which the tenant is typically required to carry under a tenancy lease.

Net Lease:

The tenant pays the net base rent to landlord, plus all expenses which are normally associated with ownership, such as utilities, repairs, insurance and taxes. Such a lease is also referred to as a “closed-end lease”.

Single net Lease:

The tenant pays the net base rent to landlord plus the Property taxes.

Double Net lease:

The tenant pays the base net rent to the landlord, plus the property taxes and building insurance expenses. Landlord pays for the maintenance, capital expenditures and other expenses. (These are not very common).

Triple Net Lease:

The Tennant pays base net rent to the landlord plus, the property taxes, building insurance, and building maintenance expenses.

In such a lease, the tenant is responsible for all costs associated with repairs or replacement of the structural building elements of the property

Gross Lease:

The tenant pays a flat amount which includes base net rent to the landlord, property taxes allowance, building insurance allowance, and building maintenance allowance. It is an all inclusive of the “triple net”.

Why Use an Earn-out?

Many times buyers and sellers cannot agree on a company’s value. The seller will usually point to strong growth trends, and the acquirer will emphasize the uncertainties and risk in the marketplace. If the seller’s representations about future growth and  revenue are correct, then the seller should reap the reward. However, if the company experiences a massive downturn in sales or if key employees leave after the acquisition, then the acquirer will have overpaid. Hence, the earn-out is a mechanism to share the risk so that the seller is rewarded if the company does well and the buyer can mitigate some of his/her risks if sales fail to materialize.  Earn-outs are particularly common for companies where success depends on a small group of key employees, where the assets acquired are a small portion of the transaction, or where the majority of the value is based on future growth.

Consider the following general information:

1. An individual who owns shares in a qualifying business corporation may be able to claim a $750,000 CGA when those shares are sold.  (It is not applicable to a business that is structured as a sole-proprietor).
2. There are two main rules:
   1. One regarding ownership of the shares, and
   2. One regarding the use of the assets of the corporation.
3. In the 24 months immediately preceding the sale and disposition of the shares, the shares must not have been owned by anyone other than the individual (or a related partnership).
4. The shares may be newly-issued and have not been owned for a full 24 months, but they must not have been owned by anyone else in that time.
5. In the 24 months before the disposition of the shares, more than 50% of the fair market value of the assets of the corporation must have been used principally in an active business carried on primarily in Canada.
6. At the time of disposition of the shares all or substantially all (90%) of the fair market value of the assets must have been used in the active business.  (Examples of non-qualifying assets would be stocks, bonds and rental property).

The other things to keep in mind are:  if the shares are sold to a non-resident of Canada or to a public corporation there could be a resulting denial of the capital gains exemption.  This is because the shares are now under the control of a purchaser which is not a qualifying small business

Franchise Agreement.  Is there a transfer fee involved?  Who pays?  What about training?  What is the cost?  Where does it take place?  Sometimes a new franchisee has to go away for two weeks to another part of the country.  Be absolutely clear on all the terms involved.

How do you deal and account for work in progress? This is part of the working capital that gets transferred over at the closing date when the sale of the business includes the operational balance sheet.  How this is accounted for and monitored is very important as it can be a substantial adjustment at closing.

Gift certificates.  How many are outstanding?  How do you monitor them as not all may be redeemed.  When are adjustments made and how will the new owner be compensated once he provides the goods (for which he has not received the payment) – it was a benefit the past owner enjoyed.  The costs are sometimes offset against (vendor) financing mechanisms.

Employee issues. When a new owner takes over a business with existing employees attention must be paid to the employees that are staying.  What obligations will the new owners have to them?  Holiday pay?  Bonuses?.  What happens if a new owner does not get on with the existing employees and decides to let them go?  New owner is obligated to pay for a period of notice.  Be careful about claims for unfair dismissal.