Are All Website Brokers Misrepresenting Financials?

August 6, 2014 Website Acquisitions, Website Brokerage 10 Comments

Quiet Light, FE International, Deal Flow, Latona’s – we’re all guilty of it! Or at least this is how some buyers see it.

With nearly half a decade in the online business brokerage industry, the number one concern that I keep hearing from buyers is related to accounting with owner’s time (and the cost of it) in the provided financials.

This is clearly a major issue, and one that no online business brokerage has yet managed to properly solve.

The Roots of the Problem

The whole issue around declaring the cost of owners’ time commitment really comes down to the fact that in our industry we see three very different types of websites and online businesses being sold. We have:

1) Fully owner-operated businesses, where the owner spends significant time on managing the business.

2) Partially owner-operated businesses, where the owner spends some time on running the business.

3) Fully outsourced businesses, where the owner spends little to no time managing the business and only oversees its activities at a high level.

None of the above business types are necessarily better or worse than others. At the end of the day, buyers’ motivations behind purchasing are also different, and whilst some buyers prefer making semi-passive investments, others are on the lookout for a “lifestyle business”, which they can (and want to) fully operate themselves.

But the issue surfaces with the way those different types of businesses are presented to buyers, as it’s often not at all clear which type of business we’re dealing with, until later in the process.

Differences in Valuations

Perhaps the biggest obstacle for buyers is the fact that whilst semi-passive and near-passive businesses are typically valued much higher than the ones that require substantial owner-operation, it’s often unclear based on the initial listing information what type of business we’re looking at, and therefore profit multiples are often extremely confusing.

When looking at any major broker’s listings at any given time, one is likely to notice both properties priced as low as 1x cash flow, as well as ones that are priced as high as 3.5x cash flow.

Whilst valuations of course vary a lot depending on the nature of the business, the industry that it operates in, how much history it has, whether it’s trending upwards or downwards and a number of other assets, one of the primary aspects that determines the multiple, especially in the lower – $50k – $500k – price bracket, is the owner workload that the site requires.

Because of this, it’s difficult for buyers to grasp the ACTUAL multiple that they want to see in order to make an informed decision.

Let me explain –

As a buyer looking for a passive investment, all that I’m interested in is what the price multiple is going to be once I have outsourced all of the operational aspects of the business.

Similarly, as a buyer looking for a lifestyle business, I’m interested in what the price multiple is if I stop using any freelancers and put in 4-8 hours a day of my time.

But as it stands, none of this information is available until the buyer takes out the Prospectus, reads it through entirely to determine the level of owner operation, and then applies their calculations.

Accusations of Misrepresentation

To make matters even worse, a number of buyers constantly accuse brokers in misrepresenting financials (or allowing sellers to do so), through marketing businesses that require significant owner operation but not taking this into account on the Income Statement.

Naturally, those accusations aren’t always groundless – some brokers are known to knowingly hide information like this, but fraudulent brokers are a whole different topic that I’ll leave for another day.

What makes matter complicated is that legitimate brokers also get accused in the same, even though their prospectus’s make it clear how much owner involvement a particular business requires.

The Current Situation

Currently, the majority of brokers tend to take it for granted that an average online business requires owner-involvement, and they market their listings accordingly.

But aside from the issues covered above, this creates another significant problem – suddenly, the near-passive properties that deserve a higher multiple appear super expensive. This is because whilst brokers very well grasp the above concept, buyers don’t – and many buyers only ever look properties that are priced lower than a certain multiple, without realizing that the 3.5x near-passive business actually provides them with a much higher ROI than the 2x owner-operated business.

The Solution

Unfortunately, there aren’t any simple solutions to the issue. After all if there were then brokers would have implemented them quite some time ago.

There are a few semi-decent solutions, though:

Solution Candidate #1 – Treat ALL Businesses as Owner-Operated

If the majority of businesses are owner-operated, then perhaps it would make sense for brokers to treat ALL businesses that they list as owner-operated businesses (when it comes to presenting finances), and in cases where there are employees or freelancers, add these expenses back assuming an X-hour owner workweek?

Obviously, this isn’t a great solution and would never work without some major tweaks, mainly as there are multiple issues with it, such as what do we consider an average owner workload, how do we deal with businesses that by their nature are nearly automated, etc.

Solution Candidate #2 – Treat ALL Businesses as Passive Investments

In this opposite scenario, brokers would treat all listings as passive investments, and where there are significant owner-operations, appropriate costs would be added to the Income Statement.

Whilst having spoken to buyers it would appear that this would be the solution that many buyers tend to prefer, the reality is a little bit more complicated than this.

Certainly doing things like this would provide a better “at-a-glance” overview of listings and their pricing, but there are still a number of difficulties to tackle, such as:

Where do the numbers come from? Is it the broker or the seller who provides those “in case work is outsourced” estimates? If it’s the seller then assuming that they haven’t done significant research (which most sellers haven’t as they’ve never seen the need for it), how can they estimate the cost of outsourcing? Similarly, if it’s the broker then how can the broker be sure how much it would cost to outsource the tasks required for a particular asset?

Who’s responsible for misrepresentation? With an approach like this there will often be situations where it will have been claimed that outsourcing everything will cost $X, but after the acquisition it turns out that the true cost of outsourcing is $Y. Who’s held responsible in this case? If the seller, then how can we punish the seller for providing wrong *estimates*? If no-one, then what’s stopping sellers from getting overly creative with their estimates?

What IS misrepresentation? Similarly to above, in many cases the cost of outsourcing depends on a number of specific factors, including the buyer’s location. Let’s imagine a situation where a business would require a full time office clerk for its operations. Now assuming that the seller is based in a non-Western country, it would be perfectly plausible to project a $10,000 yearly expense for this. But if the business is acquired by someone based in the New York City, anything less than $70,000 would be un-thinkable.

Solution Candidate #3 – Provide Two Separate Multiples / Estimated ROI %’s

This is a hybrid of solutions #1 and #2 above, where instead of choosing, the broker would show their buyers BOTH figures. Or rather – three figures (the current numbers, estimates when fully outsourced, and estimates when fully owner-operated).

As such, it takes away the problems of choosing and buyer preference, but unfortunately other issues outlined above, largely remain.

Your Opinion

I know that we have a number of active buyers, as well as brokers following this site and reading this article so it would be great to get a discussion going on what do you prefer as a buyer, and what issues do we see around it as brokers.

It’s a small industry and things tend to move at a fast pace so even a little bit of open discussion can change things around considerably.

Bryan O'Neil

I'm a serial entrepreneur with a passion for tech, business intelligence and mergers & acquisitions. I've co-founded Centurica, FE International & Optimum Feedback and launched Flippa Deal Flow. I'm also a Business Advisor for Quiet Light Brokerage.

Michael Koral

Bryan, you bring up a point that is near and dear to my heart. It is certainly an issue that we have come across numerous times before. I have thought long and hard about this and the solutions you brought to the table could work, but at the end of the day we have to turn this issue back to the buyers. I have found that there are two types of buyers – ones who operate the businesses themselves and ones who buy a business where they expect a management team to run the business for them. Both buyers are great, but they look at businesses differently. The ones who run the businesses themselves typically do not have this problem of financials being “misrepresented”. They understand that if the business they are buying is owner-operated and the business makes $100K a year that they would, in turn, need to run the business to make that $100K. To them, the profit of the business is the owner’s salary. In the second scenario, where the buyer does not run the business himself and seeks a manager to run it for him, they look at that $100K and suggest that most of it, if not all, needs to go to manager’s salary and the end result is business that is not nearly as profitable as the sellers or the brokers claim it to be.

We as brokers have to understand both types of buyers and cater to them differently. That being said, we can only market a business one way – a way where we are true to the numbers and how the business works. If the business is owner operated and they are using the “profit” as their salary, it would be clear that perhaps this is not a great business for a buyer who wants to hire a manager to run the business for them as there will be no “profit” for them after paying said manager. All the smart buyers I have worked with seem to understand this quite well and the ones who are running the businesses themselves have no issue at all – it is only when the non-operational buyers view these owner-operated businesses where this issue comes into play and I have found that as long as we are explaining and representing the business properly and truthfully we as brokers have done our jobs to the best of our ability with the information we are given.

(As an aside, Bryan, – where is my company in your title? 🙂 )
- Bryan O’Neil
  
  Thanks very much for your reply and your comments Michael!
  
  I fully agree what you’ve said about the issue being largely down to buyers, as well as that it’s typically fairly easily remedied by discussing it with buyers and explaining them how things are done. But with that said, we’re still facing the issue in terms of some buyers still finding it dissatisfactory, and more importantly – many buyers not even giving us a chance to educate them.
  
  What I’ve written in my reply to Mark’s post applies here as well, though. Essentially, if all (major) brokers would act in a similar manner and educate their buyers the same way then it would be a matter of time until the problem goes away. But for this, we need an industry-wide consensus which may or may not be possible to achieve. Until then, it’s up to each broker to educate *their* buyers, which is naturally rather complicated in a situation where different brokers often feed them conflicting information.
- Bryan O’Neil
  
  I almost forgot Michael – a logo spot has been reserved for you for the next brokerage-related post! 🙂 This time, I’ll blame it on the ridiculously hot weather that’s messing with both memory and brain power!
Mark Daoust

Thanks for writing on this topic. The solution isn’t as difficult as I think you make it out to be. Traditional valuations on *discretionary* cash flow actually do have set rules as to how an owner’s time is treated. One of the problems of our young industry is that we often try to re-invent the wheel. Traditional business brokers have been dealing with this for some time.

We wrote on this topic in two places: http://www.quietlightbrokerage.com/resources/sellers-discretionary-income/ and here: http://www.quietlightbrokerage.com/selling-tips/true-value-sde-valuation-metric/

As I wrote in that first link: “Standard in the calculation of SDI is the ‘add-back’ of one owner’s compensation. If there are multiple owners who actively participate in the operation of the business, part of the calculation of SDI requires that a projection be done to replace the other owner’s efforts and work.”

This is not a new approach as you can see here:

http://www.investopedia.com/terms/d/discretionarycashflow.asp

or here:

http://wiki.fool.com/How_to_Calculate_Discretionary_Cash_Flow

Why this approach? Because we are creating a P&L that can be used by hundreds of buyers with different goals, methodology, and resources.

If a buyer enters into a valuation of a potential acquisition with the expectation that the P&L will match their individual scenario, then they are in for a rude awakening. The goal of a broker helping prepare a seller’s summary materials is to present the information from a known starting point so that each buyer may apply their own conditions and situations in order to determine their individual ROI.

There is a lot that can be said on this topic, and I may write up a response post as this is so important for buyers to understand. Thanks again for posting on this. For any buyers who are reading this, however, know that there is a standard that exists, and your broker *should* be using this standard!
- Bryan O’Neil
  
  Thanks very much for your insights, Mark!
  
  What you’ve described is certainly one way of looking at it. However I would argue that in our industry we can’t often copy the B&M best practices and standards over 1:1, for the simple reason that the expectations of an average buyer in our industry (if there is such thing) are very different from the average buyer of a B&M small business.
  
  When someone’s buying a small business they fully expect the owner (both the previous owner and themselves) to have a hands-on role with the business, and therefore SDE is an appropriate metric to use for valuations. With online businesses however, the “passive income” dream is still very prevalent amongst buyers, and therefore many of them have grown to expect this, creating the situations that I referred to above where buyers feel that they’re being lied to, even though the broker or the seller haven’t done anything wrong.
  
  I suppose the main issue is actually the lack of standardisation. Even though standardisation exists in the B&M mergers & acquisitions industry, buyer (nor many brokers – sadly) often have no knowledge about it, which to them is the equivalent of the standardisation not being in place at all.
  
  What’s really needed here that would largely solve the problem is all larger brokerages making the decision to follow a particular standard, and soon thereafter buyers will start considering this standard as THE standard.
  
  P.S. Perhaps there’s even merit in putting together a round-table on this one at one point, as it’s clearly an issue that every larger brokerage often encounters.
  - Mark Daoust
    
    Bryan,
    
    You said: “What’s really needed here that would largely solve the problem is all larger brokerages making the decision to follow a particular standard, and soon thereafter buyers will start considering this standard as THE standard.”
    
    That was much of my point: a standard *does* exist! 🙂 But in our industry, because a lot of us came from non-traditional M&A backgrounds, we were not familiar with this standard and so brokers started to create their own approaches (which, as you point out, eliminates the standard)
    
    There are HUGE problems, in my opinion, with trying to account for an owners time since how a business is run is such a personal decision. SDI calculations were created for this very purpose: to provide a standard starting point for buyers to apply their own scenarios and calculate their own ROI and to remove the scenarios and assumptions of the seller.
    
    Again, I’m left with the question: why re-solve a problem that was already solved quite effectively?
    
    I think the end of your comment gets more to the point. We need to educate buyers (and brokers) as to how these problems should be addressed. Frankly, your article has made me think that we should include a link to our methodology in our summaries so that buyers will know that we are using an age old standard.
    - Bryan O’Neil
      
      There’s still the question of whether the B&M standard is appropriate for our industry, though. Personally I’m actually rather indifferent on this, and believe that as long as there IS a standard (that most brokers adhere by) the problem would be solved, but I suspect there are many brokers out there who don’t agree — Sidenote: it would be good if you guys spoke up! — and refuse to follow the same standard due to not believing it’s right for our industry.
      
      >> Frankly, your article has made me think that we should include a link to our methodology in our summaries so that buyers will know that we are using an age old standard.
      
      Now that’s a very good idea indeed! As the biggest issue is buyers being simply unaware, thinking that brokers/sellers are trying to deceive them, etc. pointing to reliable sources where they can read about the methodology used would be a strong step towards a solution.
      - Mark Daoust
        
        Bryan,
        
        The issue isn’t whether the industries are are comparable enough for the methodology to work. I’m sure a gas station owner would tell you their business is significantly different in setup than the owner of a fast food franchise.
        
        The reason SDI works well for this variety of industries is because it eliminates the need for a broker to make presumptions on behalf of the buyer. You point this out in your candidate solutions as a problem. Your solutions fall short of the SDI solution because they require that the broker, or seller, or both, presume a different business model than one that exists. A broker should be making as few presumptions as possible in their representations.
        
        >>Now that’s a very good idea indeed! As the biggest issue is buyers being simply unaware, thinking that brokers/sellers are trying to deceive them, etc. pointing to reliable sources where they can read about the methodology used would be a strong step towards a solution.
        
        For the record, in any P&L that we present we show what was added back. This makes due diligence significantly easier. A buyer may not know why it was added back if they are not familiar with SDI calculations, but they will know what was added back.
        
        One final point – keeping an owner’s salary as an expense really doesn’t make sense since most owners pay themselves a salary that is determined by their tax situations rather than as compensation for their time spent. For many business owners, they pay themselves a salary because it is required, but they supplement their income with distributions which won’t show up on a P&L (but do show up as profit). If we are truly trying to value the owner’s time and inject that into the P&L, how would we account for the fact that many ‘salary’ expenses are determined by tax status rather than compensation for time?
        
        Just a few extra thoughts.
flipfilter

There’s part of this post where I think you want people to feel sorry for all those poor brokers 🙂

I think the problem isn’t so much with knowing how to account for SDI but it’s making sure that everyone uses the same method across the board. This industry will never really mature until we see some accounting standards applied to the way these businesses are listed.

IMO, five companies account for around 80% of brokered internet businesses under $2mm … you should all sit down over a cup of tea and hash things out!
- Bryan O’Neil
  
  Great minds think alike Justin! 🙂
  
  This is exactly what I recommended in my reply to Mark’s post above. In fact, I think it’s crucial to establish a round table type discussion platform for the key players in the industry to liaise with each other, as well as establish certain “standards”, as this would benefit the industry (and the players in the industry) tremendously in more than one way.