Paying for the business and the idle assets?
Hello ETA friends,
I’ve come across several deals recently where the asking price was over 4x SDE on businesses with SDE under $300k. The justification was the same each time: the business owns high-value assets the owners haven’t used in a while, and their value was added on top of the value of the business.
I’ve always viewed a business as a revenue-generating machine. Labor, capital, and materials go in; revenue and earnings come out. The equipment, inventory, contracts, licenses, and everything else used to produce those earnings are components of the machine, and their value is already reflected in what the machine produces.
But what if part of that machine has been sitting idle and would increase output once it’s put back to work? Does that justify paying for both the business’s current performance and the assets?
How would you handle a deal like this? I’d especially like to hear from anyone who has negotiated one of these:
Did you carve the idle assets out and value them separately (e.g., at appraised liquidation value)?
Did you push for the seller to sell them off before close, or exclude them from the deal?
Did you structure the extra value as an earnout tied to the assets actually producing revenue?
Thanks in advance for any perspective.