How does one buy a company? GONE in 60 seconds

mr_goo

To simplify. I've just heard the owner of my employer (totally private company ) is looking for suitors.
The company turns over £5-6m per annum. After costs and taxes it banks £400-500k per annum. I know that sitting in the company current account is between £10-11m. It owns it's own factory and land. Every bit of plant, machinery, IT, nuts bolts, bricks etc etc is all bought and paid for. There are no directors. We are talking very old school organisation.

The owner I think will be looking for between £15-£20m.

So how the he'll do I raise that kind of cash? Would a bank lend that kind of money knowing what liquid assets it already has and it's profitability. Could I form a secondary company to buy it and pay back the loan through the earnings of the parent company ?

surrey_commuter

Mr Goo wrote:

To simplify. I've just heard the owner of my employer (totally private company ) is looking for suitors.
The company turns over £5-6m per annum. After costs and taxes it banks £400-500k per annum. I know that sitting in the company current account is between £10-11m. It owns it's own factory and land. Every bit of plant, machinery, IT, nuts bolts, bricks etc etc is all bought and paid for. There are no directors. We are talking very old school organisation.

The owner I think will be looking for between £15-£20m.

So how the he'll do I raise that kind of cash? Would a bank lend that kind of money knowing what liquid assets it already has and it's profitability. Could I form a secondary company to buy it and pay back the loan through the earnings of the parent company ?

You are missing some important points as there is no way a company making a profit of £5-6m on a turnover of £60-70m with £10-11m in the bank will not be sold for £15-20m.

slowbike

Basically yes - you either have the cash, walk in and say "here you go"
or have to persuade investors that you can make a return on their capital - by means of forecasts, cashflows and plans.

the former is "easy" - the latter is more difficult and costs a fair wack...

If you're serious - find yourself a corporate finance accountant for an informal chat....

Matthewfalle

Go and see a corporate lawyer and take your banker with you. Then a corporate accountant, some dudes to do due diligence, then go and court potential investors, etc etc. Venture capital funds are normally quite good at this sort of stuff.

As you are asking this question on a bicycle forum though I presume you have none of the above and will not possess either required contacts, funding or knowledge to either complete the purchase or keep the place running.

imposter2.0

Surrey Commuter wrote:

Mr Goo wrote:

To simplify. I've just heard the owner of my employer (totally private company ) is looking for suitors.
The company turns over £5-6m per annum. After costs and taxes it banks £400-500k per annum. I know that sitting in the company current account is between £10-11m. It owns it's own factory and land. Every bit of plant, machinery, IT, nuts bolts, bricks etc etc is all bought and paid for. There are no directors. We are talking very old school organisation.

The owner I think will be looking for between £15-£20m.

So how the he'll do I raise that kind of cash? Would a bank lend that kind of money knowing what liquid assets it already has and it's profitability. Could I form a secondary company to buy it and pay back the loan through the earnings of the parent company ?

You are missing some important points as there is no way a company making a profit of £5-6m on a turnover of £60-70m with £10-11m in the bank will not be sold for £15-20m.

The company is not making a profit of £5-6m - its turnover is £5-6m. Net profit appears to be £500-600k. Either way, a company is generally valued on a combination of it's profitability, its liquidity and its net assets.

I'd also be very surprised if there was £10-11m sitting in the current account.

Matthewfalle

Imposter wrote:

Surrey Commuter wrote:

Mr Goo wrote:

To simplify. I've just heard the owner of my employer (totally private company ) is looking for suitors.
The company turns over £5-6m per annum. After costs and taxes it banks £400-500k per annum. I know that sitting in the company current account is between £10-11m. It owns it's own factory and land. Every bit of plant, machinery, IT, nuts bolts, bricks etc etc is all bought and paid for. There are no directors. We are talking very old school organisation.

The owner I think will be looking for between £15-£20m.

So how the he'll do I raise that kind of cash? Would a bank lend that kind of money knowing what liquid assets it already has and it's profitability. Could I form a secondary company to buy it and pay back the loan through the earnings of the parent company ?

You are missing some important points as there is no way a company making a profit of £5-6m on a turnover of £60-70m with £10-11m in the bank will not be sold for £15-20m.

The company is not making a profit of £5-6m - its turnover is £5-6m. Net profit appears to be £500-600k. Either way, a company is generally valued on a combination of it's profitability, its liquidity and its net assets.

I'd also be very surprised if there was £10-11m sitting in the current account.

If there is 10 mio in the current account I would suggest that they know not the hell what they are doing.......

Stevo_666

Goo, I'm guessing this is a theoretical question as in reality no bank or other funding house will throw that sort of money in the direction of Joe Soap (no offence).

In reality it is likely to be companies with the means to pay, private equity houses or entrepreneurs with a track record good enough to secure funding who will be doing this sort of acquisition.

mr_goo

Matthewfalle wrote:

Imposter wrote:

Surrey Commuter wrote:

Mr Goo wrote:

To simplify. I've just heard the owner of my employer (totally private company ) is looking for suitors.
The company turns over £5-6m per annum. After costs and taxes it banks £400-500k per annum. I know that sitting in the company current account is between £10-11m. It owns it's own factory and land. Every bit of plant, machinery, IT, nuts bolts, bricks etc etc is all bought and paid for. There are no directors. We are talking very old school organisation.

The owner I think will be looking for between £15-£20m.

So how the he'll do I raise that kind of cash? Would a bank lend that kind of money knowing what liquid assets it already has and it's profitability. Could I form a secondary company to buy it and pay back the loan through the earnings of the parent company ?

You are missing some important points as there is no way a company making a profit of £5-6m on a turnover of £60-70m with £10-11m in the bank will not be sold for £15-20m.

The company is not making a profit of £5-6m - its turnover is £5-6m. Net profit appears to be £500-600k. Either way, a company is generally valued on a combination of it's profitability, its liquidity and its net assets.

I'd also be very surprised if there was £10-11m sitting in the current account.

If there is 10 mio in the current account I would suggest that they know not the hell what they are doing.......

Seriously there is £10-11m in the bank. Don't even ask why. I couldn't give you an answer. Other than my Weird 5hitometer has been in the red since joining this firm. I'm on look out to leave company anyway as the owner is just a weird vindictive individual whose attitude to his staff is beyond contempt.

Thought I'd ask the question anyhow. Firm has so much potential but as pointed out, because I don't operate at director level it seems the door would be slammed in my face.

Matthewfalle

It’s nothing to do with not acting at director level - judging from this and Panama Papers posts I don’t think you are acting at assistant manager level.....

mr_goo

Stevo 666 wrote:

Goo, I'm guessing this is a theoretical question as in reality no bank or other funding house will throw that sort of money in the direction of Joe Soap (no offence).

In reality it is likely to be companies with the means to pay, private equity houses or entrepreneurs with a track record good enough to secure funding who will be doing this sort of acquisition.

It is theoretical. I know historically that Saint Gobain wanted to buy some years ago. There would be no shortage of buyers queing up. However if they've any sense they would undertake massive rationalisation programmes. And this the owner would not permit. An impasse I believe would be encountered between him and any potential buyer.
Ho hum. I best find a better job in 2018.

Stevo_666

Mr Goo wrote:

Matthewfalle wrote:

Imposter wrote:

Surrey Commuter wrote:

Mr Goo wrote:

To simplify. I've just heard the owner of my employer (totally private company ) is looking for suitors.
The company turns over £5-6m per annum. After costs and taxes it banks £400-500k per annum. I know that sitting in the company current account is between £10-11m. It owns it's own factory and land. Every bit of plant, machinery, IT, nuts bolts, bricks etc etc is all bought and paid for. There are no directors. We are talking very old school organisation.

The owner I think will be looking for between £15-£20m.

So how the he'll do I raise that kind of cash? Would a bank lend that kind of money knowing what liquid assets it already has and it's profitability. Could I form a secondary company to buy it and pay back the loan through the earnings of the parent company ?

You are missing some important points as there is no way a company making a profit of £5-6m on a turnover of £60-70m with £10-11m in the bank will not be sold for £15-20m.

The company is not making a profit of £5-6m - its turnover is £5-6m. Net profit appears to be £500-600k. Either way, a company is generally valued on a combination of it's profitability, its liquidity and its net assets.

I'd also be very surprised if there was £10-11m sitting in the current account.

If there is 10 mio in the current account I would suggest that they know not the hell what they are doing.......

Seriously there is £10-11m in the bank. Don't even ask why. I couldn't give you an answer. Other than my Weird 5hitometer has been in the red since joining this firm. I'm on look out to leave company anyway as the owner is just a weird vindictive individual whose attitude to his staff is beyond contempt.

Thought I'd ask the question anyhow. Firm has so much potential but as pointed out, because I don't operate at director level it seems the door would be slammed in my face.

Could be that it has been profitable for donkeys years but he has never paid out big dividends to himself and is looking to get a lower rate of capital gains when he sells up?

How about you and others look to do a management 'buy in'?

keef66

I know interest rates are low, but who TF leaves £10m in a current account?

You sure your weird shit-ometer hasn't failed to detect something crucial? Does he owe the Revenue a shitload? Is he money laundering for Eastern European sex-traffickers?

You do the due diligence then come back on here and crowd fund it. As long as it's got nothing to do with Putin, I'm in!

mr_goo

keef66 wrote:

I know interest rates are low, but who TF leaves £10m in a current account?

You sure your weird shit-ometer hasn't failed to detect something crucial? Does he owe the Revenue a shitload? Is he money laundering for Eastern European sex-traffickers?

You do the due diligence then come back on here and crowd fund it. As long as it's got nothing to do with Putin, I'm in!

This chap that owns it is fuffin' mad. Clever, quite clearly but like you I can't think why anyone would have a slush fund doing bu66er all. I liken him to a modern day Ebenezer Scrooge. He runs the company on a very tight leish. Doesn't trust anyone to do their job. He hasn't given a pay rise to anyone. Ever. What you join at is what you earn for rest of service no matter the length. He states that inflation is an outside influence that has no bearing on him even considering a cost of living rise. He doesn't pay sick pay, it's straight to SSP. And I've learnt today that historically when it has snowed and the staff haven't been able to get in to work he has docked it off their holiday entitlement...... Is that even legal?

slowmart

MBI's are usually well supported as investors like continuity. There's too many variables to provide an informed response but most owners will want a full share sale which means a tax efficient disposal and will usually have an exit strategy in place for this to happen.

as for the process of buying a company it's a hell of a lot easier now than it was a few years ago ( crowd funding) and dependant upon the pedigree of the buyer, the deal itself and perceived risk will shape the type of funding they can access and the interest rates that apply.

If it's individuals, most if not every lender will want personal guarantees in place from the potential purchaser.

As to value, net assets, including cash held provide a baseline value it's then the profit times a multiple which is usually where the interesting conversations take place and is called "gooodwill" . Warranties from the previous shareholders are usually sought and given in case undiscovered liabilitis crystallise but even then there's usually a trigger point in value before these can be claimed and then you have the issue of putting the relationship with the previous owner under stress.

navrig2

Mr Goo wrote:

He doesn't pay sick pay, it's straight to SSP. And I've learnt today that historically when it has snowed and the staff haven't been able to get in to work he has docked it off their holiday entitlement...... Is that even legal?

Yep and not that uncommon.

In the case of snow how should you treat staff?

One person might chose to live closer to work and never miss a day as a result of weather or tube strikes, for instance. Another member of staff may chose to live 40 miles away and travel by train meaning whenever the bad weather or strikes arise they can't get to work.

Should one get preferential treatment over the other?

imposter2.0

Mr Goo wrote:

Thought I'd ask the question anyhow. Firm has so much potential but as pointed out, because I don't operate at director level it seems the door would be slammed in my face.

According to your earlier post, nobody operates at director level..

Mr Goo wrote:

There are no directors.

pblakeney

Mr Goo wrote:

And I've learnt today that historically when it has snowed and the staff haven't been able to get in to work he has docked it off their holiday entitlement...... Is that even legal?

I don't see why not. I work freelance, no show, no pay. When there is heavy snow it is common for all freelancers to make it in, but no staff. Wonder why?

FishFish

Imposter wrote:

Mr Goo wrote:

Thought I'd ask the question anyhow. Firm has so much potential but as pointed out, because I don't operate at director level it seems the door would be slammed in my face.

According to your earlier post, nobody operates at director level..

Mr Goo wrote:

There are no directors.

If it is a plc or a limited company then there must be a director. However if it is an unlimited company (I think that Littlewoods Pools used to be one) then you do not technically need one. Or if it a subsidiary wholly or partly owned company then you don't need one.

Pross

I'd be surprised if a company with £10 million in a current account (are you sure that's not the 'cash at bank' figure although that would still be very high based on turnover) would only be worth £15 - 20 million. A company's value will be agreed between accountants for both parties and takes into account the obvious stuff like cash and assets together with the order book but also less tangible things that would be likely to affect future earning potential such as reputation. If a company has a single figurehead as seems to be in the case then it may even be seen that they are one of the company's main assets and their departure could reduce future profitability.

If you bought with bank funding then it would be much like a big mortgage, you'd need a chunky deposit and they'll need a business plan to show how you will make the money needed to pay it back. Alternatively, you find some investors to share the cost of the purchase in which case you would normally allocate shares based on the percentage stake. Not sure what you mean by setting up a secondary company to buy it and then paying it back through earnings of the parent company, where would the secondary company get the funds? I think there's also all sorts of legal issues to be careful of when a business owner lends money amongst their other businesses.

If that was my company and I was looking to get out I think I would pay myself a £10 million dividend first. There seem some weird inconsistencies with the owner though e.g if he is such a bad employer I would have thought he'd be happy to sell to a large corporation at the right price without worrying what they might do in order to streamline the business as long as he's getting the money he wants from the deal.

shirley_basso

Generally speaking when the business is sold, it will be sold on a cash free/debt free basis to the new owner (notwithstanding working capital requirements), so the cash will go with the old owners, as technically it belongs to them.

As for valuations, even if you include the cash, it is unlikely that this business would be worth more than £15m. Very rarely do businesses receive valuations in excess of 10x earnings although the fixed assets will have some value, depending on how specialised they are and I imagine depreciation would need to be added back, although that is typically offset by capex which would do the opposite.

If the business is not sold to a larger competitor (trade buyer) then it's possible that a private equity firm may be interested in acquiring this business, with the vendor usually encouraged to roll over some equity to keep them interested during the transition phase and not screw over the new buyer.

If it goes to trade you won't get a sniff at any equity.

Questions you will need to answer and whether you will get a look at any shares in the business going forward will typically depend on your seniority or importance in the business going forward.
If the existing owners exit the business, is the remaining senior management team good enough to run it without them?
It is possible that as part of the acquisition, they and some select others will be given (or given the opportunity to buy) some shares to keep them incentivised.
Is it in an industry/sector where there is room for significant growth, either through growing the core business or through strategic acquisitions in a fragmented market. If so this will attract private equity.

I wouldn't bother talking to a lawyer yet as it's a waste of money or a banker as it's a waste of time. A banker won't be interested until a buyer has been found (who can stump up approx 50% of the asking price).

You need to speak to a corporate finance advisor/accountant who knows the sector and/or company. Maybe start with their auditors and go from there.

cycleclinic

If there is £10 million in the bank and a £5 million turnover with profit then £15 is price. You will get your £5 million back in 10 years unless the new owner works out ways of increasing turnover and profit. There is lots of cash.

The problem is you are buying mostly cash for debt and that is a bad deal.

finchy

Mr Goo wrote:

This chap that owns it is fuffin' mad. Clever, quite clearly but like you I can't think why anyone would have a slush fund doing bu66er all. I liken him to a modern day Ebenezer Scrooge. He runs the company on a very tight leish. Doesn't trust anyone to do their job. He hasn't given a pay rise to anyone. Ever. What you join at is what you earn for rest of service no matter the length. He states that inflation is an outside influence that has no bearing on him even considering a cost of living rise. He doesn't pay sick pay, it's straight to SSP. And I've learnt today that historically when it has snowed and the staff haven't been able to get in to work he has docked it off their holiday entitlement...... Is that even legal?

Are you my colleague?

964cup

It's making £500k PA post tax, so call it £625k gross. Forget the cash; apart from required working capital that goes with the owner. He's not mad, just risk-averse, I'd say. When it sells he'll get to keep the cash, with the first £10m at 10% tax as opposed to 40-odd percent. Plus whatever the company's valued at, which would normally be between 4 and six times adjusted EBITDA plus net assets less cash less debt. You say it owns the building and plant. You need to work out whether the plant has any residual value. If it does, you're buying it. If it doesn't, you need to budget to replace it (or get him to as part of the sale). As for the building, if he's got any sense at all it's owned by his pension fund, to which the company pays rent. So you likely won't get the building, but you will get an escalating rent bill.

Let's assume that adjusted EBITDA is the same as gross profit (in other words the management salary add-back is the same as the depreciation bill), and that net assets less cash is zero. So you need to raise, say, £4m with costs to buy it on a 6-ish multiple. You don't need to raise the money to buy the cash, that's just an accounting issue. You'll have to argue with him over how much cash he has to leave in for working capital, including any necessary plant replacement to preserve the EBITDA you're buying (see above).

Then you need to ask yourself the hard questions. Can you run it? Will you need (expensive) help? Will the staff carry on working without pay rises, or will you have to shell out? £625k profit doesn't go very far if you need a finance director to do the accounts and deal with whoever funded the deal, and pay out for pay rises (plus NI, plus pension etc), and deal with whatever legal compliance nightmares he's left you.

THEN you get to work out if you can fund it. £4m (say) over 10 years at 4% over base is £500k a year. So, no, you can't - unless you think £125k is enough to pay for everything else and your £625k profit number is absolutely bomb-proof. And that assumes rates stay the same, the previous owner doesn't rape you for rent, and you find a lender prepared to give you the £4m at 4% over base etc. Anybody more aggressive than a mainstream bank will either want a much higher return, or would be an equity player, in which case you'd have to have some kind of serious growth plan with an exit somewhere in the 3-7 year range to even get them interested. Do you?

Incidentally, the absolutely best person to lend you the money would be the current owner. With the right structure, he gets the cash out, lends (say) £4m back to you, gets it straight back, and then gets £4m at 4.5% over 10 years with security over the asset that he knows best of all.

pblakeney

It is a company that runs at a profit. It has built up a reserve of £10-15 million on top of buying all the plant. Can your finances, and ego, withstand failing where a madman succeeded?

mr_goo

PBlakeney wrote:

It is a company that runs at a profit. It has built up a reserve of £10-15 million on top of buying all the plant. Can your finances, and ego, withstand failing where a madman succeeded?

Cerainly don't have the financial resources nor an ego. But as I've said. This owner is mad. But a clever madman. And as said above he is very risk averse.

I'm on the road as an area manager, although he won't title it that way. There are about 6 of us for UK. All the cars are paid for in cash! Who the f**k does that these days, especially fleet cars. Plus. And you lot will love this. He only issued his staff mobile phone and laptops 3 years ago.

There are people in the office with resignation letters in their desk draws. The problem for them and the advantage for him is that geographically he has them over a barrel. As there is hardly any other job opportunities in this town. He knowingly plays this. Hence there are staff earning the same salaries from 12 to 15 years ago. That's OK if you earn good money in the first instance. But many of my colleagues don't.

Whoever takes over would have to do a route and branch job on the firm. And install a hierarchy of senior management and directors.

Personally I think it'll take him years to sell, as judging from his memo. He is looking for a suitor that will carry on his legacy with full protection for the staff (nice thought). Nobody is going to sign up for that kind of restraint. I wouldn't as I can think of a handful of colleagues that need to be relieved of their duties.

pblakeney

Mr Goo wrote:

I'm on the road as an area manager, although he won't title it that way. There are about 6 of us for UK. All the cars are paid for in cash! Who the f**k does that these days, especially fleet cars. Plus. And you lot will love this. He only issued his staff mobile phone and laptops 3 years ago.

People who know how to hold on to money. Apparently.

john80

By speaking in the third person clearly.

shirley_basso

That sounds like a PE deal then as he can include that within the terms of sale.

Try and speak to some local advisors. As I said, start with the auditors, or research some local corporate finance specialists who will be able to do some high level research into the company and then start courting the current owner.

As for whether you can get some equity? To be blunt, I doubt it unless you can demonstrate that you are a) integral to the business going forward b) the vendor really likes you so gifts you some equity or c) you can personally stump up the cash yourself to buy a small slice.

You are based in the New Forest, so while not exactly on the doorstep, there are LOTS of these types of advisers in the Thames Valley who are very good at this and aren't pricks.

lostboysaint

PM sent.

Lookyhere

Mr Goo wrote:

PBlakeney wrote:

It is a company that runs at a profit. It has built up a reserve of £10-15 million on top of buying all the plant. Can your finances, and ego, withstand failing where a madman succeeded?

Cerainly don't have the financial resources nor an ego. But as I've said. This owner is mad. But a clever madman. And as said above he is very risk averse.

I'm on the road as an area manager, although he won't title it that way. There are about 6 of us for UK. All the cars are paid for in cash! Who the f**k does that these days, especially fleet cars. Plus. And you lot will love this. He only issued his staff mobile phone and laptops 3 years ago.

There are people in the office with resignation letters in their desk draws. The problem for them and the advantage for him is that geographically he has them over a barrel. As there is hardly any other job opportunities in this town. He knowingly plays this. Hence there are staff earning the same salaries from 12 to 15 years ago. That's OK if you earn good money in the first instance. But many of my colleagues don't.

Whoever takes over would have to do a route and branch job on the firm. And install a hierarchy of senior management and directors.

Personally I think it'll take him years to sell, as judging from his memo. He is looking for a suitor that will carry on his legacy with full protection for the staff (nice thought). Nobody is going to sign up for that kind of restraint. I wouldn't as I can think of a handful of colleagues that need to be relieved of their duties.

He maybe all the things you say he is and do all the wrong things you say he does BUT he is the owner, sitting on a fortune only you can dream of.
I ve worked for several companies that have done extremely well and they ve all bought their cars, in fleets many times bigger than yours.

haydenm

PBlakeney wrote:

Mr Goo wrote:

I'm on the road as an area manager, although he won't title it that way. There are about 6 of us for UK. All the cars are paid for in cash! Who the f**k does that these days, especially fleet cars. Plus. And you lot will love this. He only issued his staff mobile phone and laptops 3 years ago.

People who know how to hold on to money. Apparently.

All our cars are bought outright and sold at the end of warranty. Handy when I want to push my budget for a car with significantly higher resale value.

In my experience most companies owned and operated by a single owner are total basketcases...