How can I provide Financials when Buyer/Seller Operating Roles are Completely Different (M&A)

I'm selling a rather valuable local lead generation website to my client (the local service business that buys the leads) and we've begun the diligence process of the sale. They are asking for my financials (tax returns/income statements/balance sheets) but I find 'my' financials irrelevant as my role of the lead broker is the not the role they will function in. Meaning, the value my asset provides is worth more to my client than to another broker like myself. (apples to oranges) Instead, I've put together the financials based on monthly lead volume and the value of each lead (as determined by industry averages) as this would be much more relevant in terms of what it's worth to them, the client, who is currently buying those leads. (apples to apples) I know this is a unique situation, but I feel I would be severely underpricing this sale if I were to show its value based on what another broker would pay. By putting it together as what it's worth to 'them' not 'me', I feel would be more accurate. So essentially this is how I'm viewing it: Pro-forma Income Statement - Based on historical lead volume/lead value. Tax Returns & Balance Sheets - Irrelevant (as for reasons noted above - apples/oranges) TLDR; I'm basing the valuation of this website sale by the value of the leads it produces for my client, not how much I make as a middle man selling those leads. Is this reasonable to do in this situation? **For the record, this website was run as sole proprietor so tax returns would not be possible anyway. Thank you very much in advance! Mike


Hi, what a great question. I can see that you're trying to figure out how to maximize the value of the business by putting yourself in the buyer's shoes.

I've been evaluating small and medium sized business since 2009 and I've helped to sell hundreds of them. Check out to see how I help.

What you're trying to do is price your business for what is called a 'synergistic' buyer. Meaning that the business will be worth more to them than another buyer (another broker as you mention,)

You're looking in the wrong direction. The synergies or added benefits are not found in the sale price of the leads. This is your business' income and the value of the leads in excess of their purchase price is already accounted for... on the books of your customer. It's their profit.

Asking them to pay for the full economic benefit of leads they're already buying would be like selling them their own profit that they're already earning for themselves. It won't compute.

In buying your business, they're going to 'save' the amount that they're paying to you. In essence, the 'income' of this new venture they're buying doesn't change. What is likely to change, however, are the expenses.

For example, can they run it more cheaply than you? Can they add this responsibility to an employee already on their payroll?

What you need to do is a normalization of your income statement showing the actual expenses you believe they will incur when operating this business. The net-income will increase and the business will be worth more.

Here's the problem... In many cases of synergistic buyers, they won't agree to pay for the extra value. They'll take the position that they are the ones who have to implement the synergies and that there is risk they won't be realized. They'll want this gravy for themselves. It is probably why they're talking to you.

In order to realize synergistic value for an acquisition target, it is almost always necessary to try to create a competition among several buyers who could all create the same synergies. Not an easy task.

Arrange a call if you'd like to discuss any particulars of your situation. I work with people buying or selling businesses all around the world.


Answered 8 years ago

What a great problem to have, and an awesome question for Clarity Experts.

My brief take is as follows:

1. I agree that direct relevancy doesn't exist between their information needs and your tax returns
2. They will definitely be looking at the value they'll leverage from ownership - not its net present value to you, and will base their internal value (ie what they'd pay for it) on that.
3. The P&L will be more useful to them - but may be superfluous info (they've been paying you for leads that they know are at a markup - so there is obviously margin to be gained).

That said - you can do both. Not giving them what they ask for might create conflict or impasse.

At the end of the day, it will come down to you both agreeing on a value - one that feels good for you - and works within their economic situation.

Bear in mind a few things - selling a business isn't a decision in a vacuum - you're in a market, and there are likely alternatives. Also, as you attempt to determine an empirical value - obviously maximizing the price in your favor, you should not lose sight of the value to you of any offer - ie, if you currently net $100K, and they offered $400K would that be a better value that continuing the business for 4 years to generate the same cash.

Empirical value is okay for setting a starting point - but in the end - you're going to have to negotiate to a point of agreement.

You can provide them what they want - and present your take on the value to them, but ultimately THEY know what those leads are worth, and may have plans beyond what is obvious to you - ie, even your rosy empirical value may fall short of what they'd be willing to pay.

So, if I'm in your chair - I'm thinking long and hard about what I want out of it - I'm presenting a starting point that feels reasonable, and I'm working to land as close to that as I can.

Answered 8 years ago

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