- Take all discussions on multiples with a grain of salt, whether directly with the participants or in published reports. Unless you have seen the financial statements and the asset purchase agreement, you do not really know the multiple.
- The multiple to the seller and the multiple to the buyer are usually very different on the SAME transaction; just ask them. Case in point: on a transaction some years ago, my client, the seller, thought that he got a 20x multiple. The buyer thought that they bought at 12x. They were both correct. The price and the cash flow at the time of the signing of the APA suggest that the seller was correct. The actual and pro forma cash at the closing, following a long LMA, suggest that the buyer was correct.
- BCF multiples can be based on a) trailing twelve months, b) calendar year, c) projected, d) reconstructed with expense savings pro forma, or e) any combination.
- Published multiples are often estimates from uninvolved parties, or if from an involved party, reflective of the "spin" that he/she wants to create in the marketplace. Brokers are often asked for the multiple in a deal; most, like us, will not give them out. Some make up their own number which often bears little resemblance to reality.
- Often, a sale will bring a lower real multiple if several markets are involved (many times a seller could net much more, and a higher sale multiple, if they break up the markets and sell to strategic buyers).
- Sometimes the "true" multiple is buried in the weeds of the transaction, particularly if swaps are involved.
- How do you value the stock component of a deal if the consideration is a combination of cash and stock?
- How do you "adjust" the multiple to fair market value when there are tax considerations (such as 1031 like kind exchanges).
- "Distress" situations (bankruptcy and receivership) usually bring lower multiples than sales of healthy businesses.
- Stock sales bring lower multiples than asset sales (to compensate for the tax risk and lower basis).
- Multiples are often higher in cash flow deals where additional cost savings are obvious.
- Multiples are often higher when the seller is taking back paper.
- What is the multiple if there is no (or minimal) cash flow?
Following this initial post, several additional examples of the "My Cash Flow Multiple" vs. "Your Cash Flow Multiple" argument surfaced:
- The treatment/allocation of corporate expenses in adjusting EBITDA back to BCF.
- Add-backs of "owner expenses" (i.e. whether or not they are truly operating expenses).
- Treatment of "inter-company" revenue such as traffic services and unwired nets (which often vaporizes at closing).
- Inclusion or exclusion of Accounts Receivable.