Managing unsophisticated vendor expectations on valuations of smaller deals

searcher profile

March 04, 2023

by a searcher from University of Manitoba in Vancouver, BC, Canada

Have noticed that many vendors of smaller businesses (say $300K-800K SDE) have overly inflated ideas about valuation multiples. Obviously it'll depend on the industry, etc but while the comps might suggest a 3x multiple of SDE, many sellers have it in their heads that they should achieve 5x or higher. Perhaps their friend/lawyer/financial planner told them, or they've seen other higher value deals go for these multiples, but they're often not making valid comparisons. Even certain business brokers (vs lower/mid-market M&A types who do higher value deals) will list these businesses at higher multiples, presumably to get the listing. While negotiation is always crucial, how can one level-set expectations early in the process without having the vendor take offense to what they may consider a low-ball offer?

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Reply by a searcher
from Duke University in Tulsa, OK, USA
I frequently find this to be a problem. Remain professional and offer what you think is fair while providing supporting evidence for your valuation.

My experience is that the seller will reject but if you present yourself well then you may get additional opportunities in the future. In one case the broker presented me with an off-market business that became available. In another case, the broker reached out to me 6 months later asking if I wanted to submit an offer since the buyer/offer they accepted couldn't close the deal, presumably because it was significantly overvalued.
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Reply by a searcher
from Princeton University in Lenexa, KS, USA
It seems it's endemic. Many sellers have no desire to go any lower. I assume time will soften them up. Frequently, sellers want more than 3x SDE . Furthermore, when you look at SDE, sellers will add items which don't even belong or are out right fabrications. One time I looked at a company which had a SDE of $350K+ but only a net profit of $8K. Most of the SDE was fabricated - like the owner's salary - he did not draw a salary even though on paper he did. It was very disappointing. Hence, I prefer to look at EBITDA and net profit over SDE no matter the company size.
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