Cim Sample
Cim Sample
CONFIDENTIAL
INFORMATION
MEMORANDUM Price: US$1,950,000.00
plus Inventory (estimated at
$2,500,000)
This Confidential Information Memorandum is provided to Prospective Buyers
subject to the terms and conditions of the Disclaimers and Notices contained
herein. This document has been prepared by the Marketing Department of The
Business Brokerage Agency under the supervision of the Brokerage Principal,
Ms. Jane Doe. CONFIDENTIAL AND COMMERCIALLY SENSITIVE.
The secret
to success
is having
the courage
to embrace
opportunity
Welcome
MESSAGE
Hello -
In any event, we hope you will find this document both informative
CBB: Certified Business Broker and comprehensive. After reading it, we invite you to contact us to
CBI: Certified Business discuss it further and schedule a Business Inspection.
Intermediary
John Doe
Table of
CONTENTS
2. INTRODUCTION 5. AQUISITION
2.1 Our Agency 09 5.4 Licenses & Permits 40
2. INTRODUCTION 6. FINANCIALS
2.2 Buyer Education 10 6.1 Financial Summary 42
2. INTRODUCTION 6. FINANCIALS
2.3 Executive Summary 11 6.2 Trading Statement 44
2. INTRODUCTION 6. FINANCIALS
2.4 Key Acquisition Highlights 12 6.3 Profit & Lost Statement 46
4. LOCATION 9. CONCLUSION
4.1 Strategic Position 31 9.2 Frequently Asked Questions 64
4. LOCATION 9. CONCLUSION
4.2 Maps & Distances 32 9.3 Data Room 65
4. LOCATION 9. CONCLUSION
4.3 Country Profile 33 9.4 Next Step 66
4. LOCATION 9. CONCLUSION
4.4 Business Premises 35 9.5 Get in Touch 67
4
1.1 General
DISCLAIMER
The information presented in this Conf idential strongly recommends that prospective Buyers of
Information Memorandum is highly sensitive and the business seek their own independent legal,
conf idential and is for use only by those who have accounting, technical and f inancial advice and make
signed a Conf identiality Agreement for the purpose their own enquiries and conduct their own due
of considering the business described herein as an diligence of the business.
acquisition.
Each and every opinion or recommendation that
This Conf idential Information Memorandum and The Business Brokerage Agency has set forth in this
the information presented shall be treated as secret prof ile is held by The Business Brokerage Agency, its
and conf idential and no part of it shall be disclosed directors, off icers, contractors and employees in good
to others, except as provided in the Conf identiality faith and on the basis the information supplied by
Agreement, nor shall it be reproduced, duplicated, the Seller(s) of this business is accurate at the time of
or revealed, in whole or in part, or used in any other writing this prof ile, and each and every opinion and
manner without prior written permission. recommendation set forth in this prof ile is held, made
or stated on the following conditions:
Should there be no interest in the business as
an acquisition, the Conf idential Information ■ The Business Brokerage Agency makes no
Memorandum and all information shall be promptly invitations to any person to rely on any such
destroyed or returned to The Business Brokerage opinion or recommendation;
Agency.
■ The Business Brokerage Agency accepts no
The statements and f inancial information related responsibility should The Business Brokerage
to the subject business set forth in this Conf idential Agency its directors, off icers, contractors or
Information Memorandum are based solely on employees become aware of any change to or
information supplied by the Seller(s) of the business accuracy in the information supplied by the Seller
to The Business Brokerage Agency - and The Business on which the opinion or recommendation is based;
Brokerage Agency, its directors, off icers, contractors
and employees hold no belief as to the accuracy or ■ The Business Brokerage Agency shall not be
otherwise of such information supplied. under any liability for loss or damage howsoever
occasioned as a result of any reliance by any
The statements and f inancial information are passed person on any such opinion or recommendation,
on by The Business Brokerage Agency via this whether or not such loss or damage was due to
Conf idential Information Memorandum on behalf of any negligence, default, or lack of care by The
the Seller(s) for whom The Business Brokerage Agency Business Brokerage Agency its directors, off icers,
acts solely as an agent. contractors or employees.
Accordingly, The Business Brokerage Agency, its By accepting this Conf idential Information
directors, off icers, contractors and employees do not Memorandum and proceeding with its reading
and cannot warrant or guarantee the accuracy of such and analysis, the recipient acknowledges being in
statements and f inancial information relating to the agreement with all terms and conditions set forth in
business, and they accept no responsibility in any way the General Disclaimer above.
whatsoever in respect to any errors or omissions in
respect to such statements and f inancial information
howsoever caused. The Business Brokerage Agency
5
1.2 Financial
DISCLAIMER
6
1.3 Non-Disclosure
AGREEMENT
In consideration of the Seller providing to The Business ■ VII. Not to communicate directly or indirectly the
Brokerage Agency, this Conf idential Information Recipient’s interest in the business offered by the
Memorandum containing f inancial and any other Seller with customers, suppliers or employees of
information relating to the business, (”Conf idential the business or the Seller;
Information”) to the Recipient, the Recipient
acknowledges the Conf identiality of the Information ■ VIII. Not to disclose to any party (other than those
and the potential damage to the Seller and the mentioned above), that discussions have been
business of a breach of conf identiality and undertakes: held in relation to the Seller, the business or the
opportunity to purchase the business;
■ I. To treat the Conf idential Information as private
and conf idential; The Recipient makes this undertaking in favor of The
Business Brokerage Agency and the Seller, and both
■ II. To use the Conf idential Information solely for the parties undertake to keep the Recipient’s interests
purpose of evaluating the opportunity to purchase conf idential.
the business f rom the Seller, and for no other
purpose; In the event that the Recipient eventually purchases
the said business, whether as an individual, company
■ III. Not to use or allow the use of the Conf idential or partnership privately, through another agent or any
Information to be used to gain any advantage over other source, the Recipient undertakes to compensate
the Recipient or any other party; The Business Brokerage Agency for any damages and/
or loss of commission.
■ IV. Not to allow the use of the Conf idential
Information to disadvantage the Seller or the The Conf idential Information Memorandum and other
business; information is provided by The Business Brokerage
Agency on the instructions of the Seller(s) of this
■ V. Not to disclose the Conf idential Information business and has been prepared f rom information
other than to professional advisors, directors or supplied by the Seller(s) and their Accountants.
employees of the Recipient who have agreed The Recipient acknowledges that this information
to be bound by this Conf identiality Agreement, is further provided on the basis that the contents
and who undertake to maintain strict security are accurate and correct. However, The Business
over the Conf idential Information, and where Brokerage Agency and its management and off icers
the Recipient is acting on behalf of its client, the disclaim any express or implied warranty thereto.
client also agrees to be bound by this Conf idential
Agreement; By accepting this Conf idential Information
Memorandum and proceeding with its reading
■ VI. To return all Conf idential Agreement and and analysis, the recipient acknowledges being in
related notes or copies thereof upon request by agreement with all terms and conditions set forth in
the Seller or The Business Brokerage Agency; the Non-Disclosure Agreement above.
7
1.4 Acknowledgement
BY SELLER
I, Mr Joseph Smith, President and CEO of “BlackHorse LLC, d.b.a. “BlackHorse Cleaning
& Janitorial Supplies” located at 4847 Sandy Glen Way, Wimauma, FL 33598, USA, hereby
state and declare that I have instructed The Business Brokerage Agency to prepare this
Conf idential Information Memorandum.
Furthermore, I hereby conf irm that all the information contained herein is true and
accurate, at the time of the writing of this document, to the very best of my knowledge
and has been provided to The Business Brokerage Agency by myself in good faith.
Should any signif icant changes to the business and/or its operation and/or f inancials
occur during the sale process, that may contradict or change any of the information
contained herein, I commit myself to promptly advise The Business Brokerage Agency in
writing accordingly.
I would expect any Prospective Buyer to seek professional advice prior to making a
decision in regards to the purchase of this business.
Joseph Smith
01/08/2020
8
2.1 Our
Agency
T
he Business Brokerage Agency is a lower Middle- With increasingly comprehensive solutions and
Market fully-licensed agency specializing in the partnerships with Accounting, Legal, Financial and
sale of businesses between US$1M and US$10M. Migration f irms, The Business Brokerage Agency
assists sellers by marketing their businesses for
The Business Brokerage Agency’s trajectory began in sale through their business brokers, networks and
October 1984 when it was established by Ms. Jane Doe marketing platforms in order to attract and prof ile
- an experienced entrepreneur with a background in prospective buyers so as to effectively sell their
Manufacturing and Wholesaling. businesses.
Over the last 30+ years, The Business Brokerage Our team is comprised of professionals with extensive
Agency has grown to become a reference in enabling experience in intermediation, with f irst-hand
commercial transactions in the most diverse segments market knowledge and a true passion for delivering
of the US economy. exceptional outcomes to Sellers and Buyers alike.
9
2.2 Buyer
EDUCATION
T
he purchase of
a business is
one of the most RESEARCH & Buyers are urged to take their time and
ANALYSIS undertake careful research and analysis of
daunting and complex
different aspects of the business - not solely
endeavours that an f inancial. Businesses tend to be multilayered
investor can undertake. and layers tend to have their own set of
particularities to be analysed.
It is a multi-faceted process
that presents a number
of challenges, even to the
most experienced Buyer. SKILLS & Considering realistically one’s set of skills
EXPERTISE and expertise is another crucial factor when
reviewing the compatibility of a business - it
Unprepared or hasty
is important to acknowledge one’s limitations
decision-making can lead
and to consider whether or not these can be
to capital loss. Therefore,
detrimental to the running of the business
it is imperative to have
and whether they can be overcome through
a support system set up
training.
to advise and guide you
throughout the process.
10
2.3 Executive
SUMMARY
11
1 3
ROBUST FINANCIAL RECESSION-PROOF
PERFORMANCE PRODUCT RANGE
BlackHorse Cleaning & Janitorial
The product range, being Fast-Moving
Supplies has had a steadily increasing
2
Consumer Goods (FMCG) for the Hygiene
financial performance - both in terms
and Hospitality Industries are Essential
of revenue and SDE, while at the same
Goods, being protected from major
time managing to maintain overheads
fluctuations in the economy to a very
and cost of goods sold stable.
large degree.
LONG AND STABLE
BUSINESS HISTORY
4 Established in 2000, BlackHorse can
safely be deemed a well-established
business. Moreover, it has only had two
WELL-DEVELOPED owners including the Seller, who has
SYSTEMS & PROCESSES owned and operated the business for the
last seventeen (17) years.
Having operated for the last eighteen
years, the business has developed and
perfected systems and procedures
to maximize outcomes and ensure
efficiency positively influences
HIGHLIGHTS
5
EXCEPTIONAL GROWTH
OPPORTUNITIES
7
There are boundless opportunities for
further development - both through
diversification, expansion into new
markets and segments as well as
increasing growth in the core business
by exploiting the strength of the brand LOW CONCENTRATION
portfolio. IN CLIENT BASE
As evidenced by its stellar online reviews
and high rate of repeat business,
6
BlackHorse has grown to become a
8
leading name in its market. The business
is renowned for reliability as well as their
subject expertise in the product range.
BUOYANT AND DIVERSE
TARGET MARKETS STRONG BRAND NAME &
MARKET REPUTATION
The target markets for the business
are limitless considering that any As evidenced by its stellar online reviews
establishment - from a private residence and high rate of repeat business,
to a large institution (I.e. Hospital or BlackHorse has grown to become a
College Campus) - would require leading name in its market. The business
Cleaning, Janitorial and Consumable is renowned for reliability as well as their
products. subject expertise in the product range.
12
3.1 Business
OVERVIEW
S
ituated at 4847 Sandy Glen Way, Wimauma by the business’ largest client as ‘flawless and
FL, this business was established in July impeccable customer service’.
of 2000 and was taken over by the current
owner in October of 2004. While the business has placed a great deal of
emphasis in strategic relationships with the
The business’ core activity is the supply of core target market (cleaning contractors) the
cleaning, janitorial and consumable goods for the ownership chose to diversify its folio by expanding
Hygiene and Hospitality Industries. towards the Hospitality Industry as well as
providing to large End-Users, who are reached
Over its twenty-one-year history, the business has through a Tender process.
nurtured strong relationships with a number of
distinctive suppliers whose products are regarded In doing so, the business has broadened its client
as being the very best in the market. base massively, as will be explored in Section 3.5,
and it has positioned itself for continued and
As will be noted further ahead in this Conf idential sustained growth.
Information Memorandum, this has been a large
part of what has driven the exceptional growth Furthermore, the owner believes that the business
that the business has experienced. will continue growing in pace with the masssive
growth experienced by the Floridian economy as a
Cleaning and Hygiene Consumable Products whole.
have broad appeal across a number of
developed and emerging market segments BlackHorse sees its role as educating the
- indeed, it can be stated that this appeal is consumers on the advantages of its product range
universal given the fact that there is no entity and offering a service that exceeds its customers’
that does not require them. needs.
While operating in a mature and over-saturated With a well-built internal structure and effective
industry, BlackHorse considers that the business operational systems and procedures in place, it is
model it adopted following the current owner’s believed that the transfer of ownership ought to
takeover in 2004 has been the primary driving be simple and straight-forward.
force behind the business growth.
13
3.2 Business
HISTORY
B
lackHorse Cleaning & Janitorial Supplies
was established in July 2000 by Mr Jim
Kazakis - a cleaning industry professional
who identif ied that most local cleaning
contractors were travelling as far as Tampa
as there was no presence in and around the
Hillsborough County, even though a number
of customers lived near the area. The business
was originally set up in his residence but
as it expanded, premises were rented in a
commercial street.
14
Leaving the Corporate
World and purchasing
BlackHorse Cleaning
and Janitorial
Supplies’ has been
one the best decisions
I have ever made. It
has allowed me to
comfortably provide for
my family, have a job
I love and to live the
American Dream.”
( J. Smith, Seller)
3.3 Business
TIMELINE
July 2000
BlackHorse Cleaning
& Janitorial Supplies
Sept 2003
is established by Mr
Jim Kazakis after he As the business
identifies a need in expands, thanks to Oct 2004
the local area for such Jim’s contacts in the
a business catering to local industry, the After being
cleaning contractors business relocates approached by Mr
Nov 2006
- first trading from to a commercial Joseph Smith, an
home with no staff. position on FL-674 in FMCG executive Following an
Wimauma, with the transitioning into small aggressive marketing
intent of building retail business ownership, campaign and a
sales and to support BlackHorse Cleaning re-structuring of the
Inventory storage. & Janitorial Supplies is operations, a focus
Around this time, the sold. is shifted from retail
business begins to operations back to
employ staff members wholesale. Sales at this
for deliveries. stage have essentially
doubled since the
take-over.
Jan 2007
BlackHorse acquires a
small local competitor
Aug 2011
in Apollo Beach,
Following continued
absorbing all the
rapid growth,
May 2014
clientele but none
of the overheads. BlackHorse relocated
Simultaneously, it to larger premises Mr Joseph Smith
gains distributorship at a cheaper rent employs two
of Kimberly-Clark at 4847 Sandy Glen Managers to assist him
products and it opens Way, Wimauma. with the daily activities
a Paper Consumable The business also of the business. As he
range in its product acquires another slowly approached
portfolio. small competitor in St retirement age and
Petersburg and again, plans for a transition.
absorbs clientele only
and no overheads.
Around this time it
gains distributorship
of Polivac range of
machinery.
16
3.4 Product
RANGE
B
lackHorse Cleaning & Janitorial Supplies sources products of the
highest quality f rom trustworthy vendors, simultaneously assuring
they can be priced at competitive rates while still allowing for strong
prof it margins for the business.
17
Buckets, Cloths and Sponges and
Baskets & Bin Wipes Scourers
A full range of durable A full range of cleaning cloths A full range of sponges and
Cleaning Buckets, as well as and wipes in various fabrics, scourers in various fabrics,
cleaning baskets and bins. colour-coded for OH&S. colour-coded for OH&S. Brands
Brands include: Sabco, ED Brands include: Sabco, ED include: Sabco, ED Oates and
Oates and NAB-Clean. Oates and NAB-Clean. NAB-Clean.
18
3.5 Online
FOOTPRINT
Website
www.blackhorsecleaningjanitorial.com
Facebook
www.facebook.com/
blackhorsecleaningjanitorial
Instagram
www.instagram.com/
blackhorsecleaningjanitorial
Twitter
www.twitter.com/
blackhorsecleaningjanitorial
LinkedIn
www.linkedin.com/
blackhorsecleaningjanitorial
19
3.6 Online
REPUTATION
20
3.7 Customer
BASE
1. CLEANING CONTRACTORS
I
nitially, the target market for
Accounting for an estimated 60% of the
BlackHorse Cleaning & Janitorial total sales, this client segment is certainly
Supplies was limited to Cleaning the most important.
Contractors who were located near
In terms of its purchase of Consumable
the Wimauma region. Products (Paper Products, Soap and Bin
Liners) they serve as re-sellers of the
products.
As the business expanded, so did its
clientele and the current owner, Mr This is a secure and steady stream of
Joseph Smith, sought to diversify revenue as Cleaning Contractors need to
constantly replace the material - a number
the types of clients in addition to
of items (for example, mops) can only be
ensuring that no single client would used so many times before needing to be
hold too much of a prominent disposed of.
position in the sales share of the
The majority of Cleaning Contractors whom
business. the business deals with are Commercial
Cleaners, offering their services to Schools,
Colleges, Individual Off ices, Off ice Buildings,
The three major target markets of
Hospitals and Medical Clinics.
the business are as follows:
The Seller estimate the business has
CUSTOMER SEGMENTATION approximately 500 Cleaning Contractors
who can be deemed as Regular Clients.
15%
2. FOOD & BEVERAGE
21
3.7 Customer
BASE
3. END-USERS
T
he owner of the business
The third and f inal segment comprises around
has consciously made 15% of the total sales.
an effort to dilute the
This client category encompasses end-
concentration and importance users such as Councils, Off ices or Schools
of any single client in order to who purchase their cleaning supplies
privately - rather than through their Cleaning
minimise the risk component Contractors.
in the event of any issue such
The larger clients are won by Tender - while
as bad debts and/or the loss of
smaller ones can be reached and coverted
the client. through standard marketing efforts.
22
3.8 Supplier
BASE
A
number of clients award a high degree of importance to the brand - particularly in
terms of Consumable Products (paper products) and Cleaning Chemicals, although
a large section of clients are far more concerned with quality and product eff iciency
than they are with brand naming.
This created an advantageous situation for BlackHorse as it pits competitors against each
other and does not afford them leverage to price their goods at whatever level they deem
appropriate.
Below is a breakdown of expenditure per supplier for the FInancial Year 2022:
SUPPLIER #1
SUPPLIER #10
12% SUPPLIER #2
17%
8%
6%
11%
3%
4%
7 % SUPPLIER #4
SUPPLIER #8
SUPPLIER #5
SUPPLIER #7 SUPPLIER #6
23
3.9 Systems &
PROCESSES
BlackHorse Cleaning &
Janitorial Supplies has
instituted a straight forward
process and has been able STAGE 1
to educate most clients and Week
suppliers accordingly.
1
of Month
Receiving
T
he process begins in the f irst week Goods
of the month when the business
has all merchandise delivered to its
Warehousing
warehouse. Orders f rom customers begin to
flow in towards the end of this week.
STAGE 2
On the second week of the month, Week
1-2
orders continue coming in and goods are
separated and order contents are double-
checked by two separate staff members of Month
- including the warehouse manager whose Incoming
job it is to assure that mistakes do not occur.
Orders
On the third and fourth week of the month, Pick & Pack
orders continue to flow in, though in a lesser
intensity than in the f irst and second weeks
of the month.
STAGE 3
During this time, the focus is given to Week
ensure deliveries are made in a timely
fashion and meeting each clients’ special 3-4
instructions in regards to delivery. of
Month
During the fourth week of the month, as
Dispatch
the monthly orders f inish being dispatched,
Purchasing begins by the Purchasing
manager in consultation with both the
warehousing and sales departments. STAGE 4
Simultaneous to all of these activities, the Week
Accounts Payable and Receivable staff
member follows up and f reezes credit, if
4
necessary, throughout the month to any of Month
client that may be overdue in payment. Purchasing
24
3.10 Strategic
DIRECTION
B
lackHorse’ overall strategic
direction is to spearhead I. EXPLOITING THE STRENGTH
the trend towards increased OF THE PRODUCT
service efficiency and price-
effectiveness with a product-driven PORTFOLIO
offering centered on the customer. BlackHorse carries most of the industry’s strongest
brands. To achieve optimal leverage, the product
The strategic action plan to range is being consolidated parallel to market and
customer segmentation.
25
3.11 Business
OWNERSHIP
“The last seventeen years at the helm of BlackHorse have been a blessing
- they have given me the resources to comfortably retire, and with the
knowledge that I helped build something that will outlast me.”
After successfully running the Mr Joseph Smith had a The Owner’s primary role is that
business for the last seventeen background in the corporate of Managing Director - overseeing
years and transforming into world, working with Fast- the work of the Sales Manager,
the powerhouse it is today, Mr Moving Consumer Goods to the Warehousing Manager and
Joseph Smith now wishes to pharmacies and supermarkets the Accounts.
retire and enjoy some well- - with an academic background
earned rest together with his in Business Management, Moreover, the Owner presently is
grandchildren. specializing in Supply Chain responsible for procurement as
Management. well as Human Resources duties.
26
3.12 Internal
STRUCTURE
Staff #1 Staff #5
Position: President Position: Warehousing Assistant
Role: General Management, Role: Storage, Pick & Pack, Despatch,
Purchasing and Human Resources Status: Full-Time
Status: Full-Time Length of Service: 6 Years
Length of Service: 14 Years Hours: Mon-Fri 7am-3pm
Hours: Mon-Fri 9am-6pm Gross Wages: $48,000 P.A.
Gross Wages: $80,000 P.A.
Staff #2 Staff #6
Position: Warehousing Manager Position: Driver
Role: Storage, Pick & Pack, Despatch, Role: Deliveries, Warehousing Duties
Supervision of Drivers & Warehouse Status: Full-Time
Status: Full-Time Length of Service: 6 Years
Length of Service: 7 Years Hours: Mon-Fri 9am-5pm
Hours: Mon-Fri 7am-3pm Gross Wages: $52,000 P.A.
Gross Wages: $65,000 P.A.
Staff #3 Staff #7
Position: Sales Manager Position: Driver
Role: Sales, Key Account Role: Deliveries, Warehousing Duties
Management, Supervision of Status: Full-Time
Customer Service and Sales Length of Service: 14 Years
Status: Full-Time Hours: Mon-Fri 9am-5pm
Length of Service: 4 Years Gross Wages: $52,000 P.A.
Hours: Mon-Fri 9am-5pm
Gross Wages: $70,000 P.A.
Staff #4 Staff #8
Position: Warehousing Assistant Position: Customer Service
Role: Storage, Pick & Pack, Despatch Role: Enquiries, Order Processing,
Status: Full-Time Complaints Handling
Length of Service: 6 Years Status: Full-Time
Hours: Mon-Fri 7am-3pm Length of Service: 2 Years
Gross Wages: $48,000 P.A. Hours: Mon-Fri 8am-4pm
Gross Wages: $55,000 P.A.
27
3.12 Internal
STRUCTURE
MANAGING DIRECTOR
Staff #1
28
3.13 Photo
GALLERY
29
3.13 Photo
GALLERY
30
4.1 Strategic
POSITION
T B
he geographic position
lackHorse Cleaning & Janitorial
of the business in Supplies is situated at:
Hillsborough County
has awarded it a prominent
position in the Industry as 4847 Sandy Glen Way,
it quickly grew to dominate Wimauma, FL 33598
this segment of the market
- while also positioning it
for further growth as this
The business was originally established
area drives much of the having in mind that cleaning contractors
growth seen in the Tampa who resided around the Sun City and
Metropolitan region. were forced to travel to Spring Hill or
Hudson for their Cleaning Supplies.
31
4.2 Maps &
DISTANCES
DRIVING
LOCATION DISTANCE
S
TIME
andy Glen Way is
a purely industrial Sun City Centre 7 minutes 2 miles
street, accessible
f rom Coral Springs Willow 13 minutes 7 miles
Boulevard and runs
parallel to Route 301. Balm 16 minutes 8.7 miles
32
4.3 County
PROFILE
H
illsborough County is a county located in the
west central portion of the U.S. state of Florida. A
2019 estimate has the population of Hillsborough
County at 1,471,968 people, which itself is greater than
the populations of 12 states according to their 2019
population estimates. Its county seat and largest
city is Tampa.
33
POPULATION BUSINESS TOP 3 INDUSTRIES
1,471,968 124,188 Health Care & Social
Assistance (93,014 people),
Retail Trade (82,167
people), and Professional,
Scientif ic, & Technical
Services (63,236 people)
34
4.4 Business
PREMISES
The business operates out of
spacious and modern premises at ■ Showroom (Upstairs)
4847 Sandy Glen Way, Wimauma, ■ Warehouse
Florida - zoned by the local council ■ 5 x Off ices
as Industrial 1.
■ 1 x Boardroom
■ 1 Kitchenette
The total land area is 1,094 sq ft
■ 1 x Staff Room
approximately and the total building
area is 879 sq ft approximately divided ■ 3 x Loading Bays
as follows:
■ 20 x Car Spaces
■ 2 x Male Toilets
■ 2 x Female Toilets
■ 1 x Reception
35
4.5 Lease
AGREEMENT
PARTIES
The Lease Agreement commenced
on 1 November 2016 between LG
Nominees LLC(Landlord) and
BlackHorse LLC (Tenant).
TERMS
The present Lease Agreement
commenced on 1 August 2011 for an
initial term of Five (5) Years with Two
(2) Renewal option of Five (5) Year
each. The Lease was renewed on 15
March 2016 with One (1) additional
renewal option to be exercised by 15
March 2021.
RENTAL
The Rent, after the renewal in 2016
was fixed at the following rates:
Year 1: $152,800 P.A.
Year 2: $154,912 P.A.
Year 3: $157,108.48 P.A.
Year 4: $159,392.82 P.A.
Year 5: $161,768.53 P.A.
MISCELLANEOUS
The landlord has stated there are
no alteration/demolition works, or
other matters planned or known to
the landlord during the renewal of
lease that would affect the Tenant’s
business.
36
5.1 List of
ASSETS
B
lackHorse Cleaning &
Janitorial Supplies will be
sold with all equipment,
f ittings and f ixtures used in the
business – except for any private
property of the Sellers that may
be registered under the business
as follows:
37
5.2 FF&E
SCHEDULE
Reception -- $500
Television -- $300
38
5.3 Intellectual
PROPERTY
T
his includes the business name, websites and any associated domains it has secured.
Moreover, as part of this deal, the Sellers will provide a total of 4 weeks of training, at no cost,
during which they must introduce the Buyers to customers, suppliers, employees of the
Business and provide details of all contracts utilized by the business and provide all intellectual
property relating to the conduct, methodology and trade secrets of the business.
39
5.4 Licenses &
PERMITS
O
• Heavy Vehicle Driving License
ne of the many
positive features Having said that, it is imperative
of this business is that the Buyer conducts his/her own
that it does not necessarily investigation in this regard, with the
require the Buyer to have assistance of a qualif ied professional.
previous experience in the
The Buyer does not need to have any
industry as the learning
specif ic skill other than that related to
curve is relatively short. the following areas – which would be
benef icial but not essential:
• Management
• Customer Service
• Sales & Marketing
40
BlackHorse
Cleaning &
Janitorial
Supplies occupies
a commanding
industry position
and is well-placed
for further growth
and development.
6.1 Financial
SUMMARY
The Financial Performance of a
business is one of the strongest
factors that drive decision-making.
W
hile BlackHorse Cleaning &
Janitorial Supplies’ f inancial
performance is excellent, as
the reader will see in the next few pages,
we kindly remind the reader that this
should not be the only factor at play.
42
6.1 Financial
SUMMARY
$6,555,732 $4,817,890
GROSS PROFIT GROSS MARGIN
(F.Y. 2022) (F.Y. 2022)
$1,737,752 26.51%
EXPENSES NET PROFIT (EBIT)
(F.Y. 2022) (F.Y. 2022)
$1,096,421 $641,331
S.D.E. S.D.E. MARGIN
(F.Y. 2022) (F.Y. 2022)
$833,425 12.71%
ASKING PRICE R.O.I. RATE
plus ~$2.5M Inventory At Value (F.Y. 2022)
$1,950,000 42.73%
43
6.2 Trading
STATEMENT
INCOME
44
6.3 Profit & Loss
STATEMENT
OPERATING EXPENSES
45
6.3 Profit & Loss
STATEMENT
ADMINISTRATIVE EXPENSES
Registration Fees $350 $350 $350
Computer Expenses $899 $1,744 $2,000
E-mail & Internet $2,330 $1,000 $309
Accountancy $7,500 $8,000 $8,000
Legal Fees $7,500 $0 $0
Printing & Stationery $12,771 $22,177 $10,996
Depreciation $48,907 $77,542 $66,144
Interest Paid $38,887 $28,886 $22,764
Other Insurance $10,775 $10,775 $10,775
TOTAL ADMINISTRATIVE EXPENSES $129,919 $150,474 $121,338
OPERATIONAL EXPENSES
Packaging Supplies $1,887 $1,821 $1,757
Petrol $15,002 $14,477 $17,554
Motor Vehicle Insurances $14,667 $14,154 $16,778
Motor Vehicle Repairs & Reg $10,888 $10,507 $10,139
Telephone Expenses $19,726 $17,088 $27,886
Uniforms $288 $288 $576
Advertising $12,334 $11,902 $17,665
Sponsorship $4,500 $4,500 $4,500
Travel & Conference $12,886 $12,435 $12,000
TOTAL OPERATIONAL EXPENSES $92,178 $87,172 $108,855
46
6.4 Adjustments
EXPLAINED
1
This part of the Conf idential Information
ABSTRACT ACCOUNTING
Memorandum may require some
clarif ication as a number of readers are not
EXPENSES
familiar with the concept of Adjustments – This generally refers to Depreciation
also referred to as “Normalisations” or more and Amortisation - expenses
popularly, as “Add-Backs”. that show up on the Prof it & Loss
Statement but never really occurred.
In a nutshell, an “add-back” is an expense For example, the P&L might show an
f rom the Prof it & Loss Statement that expense of $10,000 in Depreciation,
is added back into the Net Prof it of the and while completely valid f rom an
business to present the Buyer a more accounting perspective, at no point
accurate picture of what the business is the business owner wrote a cheque
truly generating to a single working owner. for $10,000 to anyone.
47
6.4 Adjustments
EXPLAINED
4 REMUNERATION TO SELLER
Another expense that is added back
into the Net Prof it are payments that
the owner makes to himself (or his/
her spouse) in the form of Wages,
Director’s Fees or Superannuation.
The rationale behind is that the
business is producing this money, he/
she is simply distributing it to him/
herself in the form of remuneration,
rather than the dividends.
5 EXCESSIVE/UNNECESSARY
EXPENSES
Occasionally Business Owners
have both unnecessary expenses
or excessive expenses - that is his/
her prerogative, not the business’.
The rationale behind it is that a new
owner does not need to continue
paying more than necessary for a
certain item in order for the business
to maintain its operations at the
current pace.
6 INCOME REVERSAL
This is, in many ways, the opposite of
an add-back. This refers to income
that is removed f rom the prof it in
order to provide a clearer picture. This
usually refers to interest received,
insurance recoveries, prof it on sale of
assets, etc.
48
6.5 Add-back
ADJUSTMENTS
49
6.6 Financial
ANALYSIS
CONCLUSION 1:
S
ales for the business have been the increase was 19.37%.
growing at a steady rate for the last
three f inancial years. The Seller has stated the reasons are two-
fold: (i) an increase in costs that have not
They grew 6.01% f rom 2019 - 2020 to 2020 been met by an increase in pricing and (ii)
- 2021 and a further 8.69% f rom 2020-21 to the Seller has purchased Inventory that is
2021-2022. Overall, the increase was 15.23%. not
turning over fast enough.
The Seller has explained this increase due to
the new focus in trying to win over end-user In turn, the Gross Prof itability increased at
clients through Tenders, as well as organic an overall rate of 5.1% and the Gross Margin
growth over the last three years. dropped as a % f rom 29.06 to 26.51% -
though Net Prof itability increased as will be
The Cost of Goods Sold also appears to have demonstrated ahead.
increased over the same period: It grew 6.5%
f rom 2019 - 2020 to 2020 - 2021 and a further
12% f rom 2020 - 2021 to 2021-2022. Overall,
50
6.6 Financial
ANALYSIS
CONCLUSION 2:
W
hile sales have grown services.
exponentially over the same Administrative Costs have increased by
period, BlackHorse has managed 7% over this period - with a sharp increase
to maintain its overheads essentially at the between 2019 - 2020 and 2020 - 2021 of 24%
same level - with very minimal fluctuations. followed by a drop of around 8% the year
after.
When analysing the four expenditure
categories separately, we see that: The Seller attributes these fluctuations
particularly to a large expenditure in printing
Wage Expenses increased 8.8% f rom 2019 (purchases for off ice) mostly.
- 2020 to 2020 - 2021 and then decreased
approximately 4% f rom 2020 - 2021 to 2021- Finally - Operational Expenses dropped over
2022. Overall, the increase was only 4%. this period by 18%. This is attributed to the
owner sourcing better packages for phones,
The Seller has explained that as the as well as for Motor Vehicle expenses.
processes have become more eff icient, there
has been less need for overtime When analysing the whole - expenses have
payments. indeed remained quite steady:
0.7
0.6
0.5
0.4
0.3
0.2
0.1
0
F.Y. 2019 - 2020 F.Y. 2020 - 2021 F.Y. 2021 - 2022
51
6.6 Financial
ANALYSIS
CONCLUSION 3:
T
he Final Conclusion we may draw is of $794,183. This is what is termed “Future
that the business is clearly displaying Maintainable Earnings”.
an upward trend in its prof itability.
When considering an Asking Price of
The PEBITDA, or Adjusted Net Prof it, $1,950,000 - we arrive at an R.O.I. (Return on
increased by around 10% over this period. Owner’s Investment of 40.73% by using the
Future Maintainable Earnings
This corroborates what this prof ile aimed to
apprise the reader: And when using the most recent Adjusted
Net Prof it Figure - $833,425, we arrive at an
The combination of excellent supplier R.O.I. Rate of 42.74%.
relationships, the diversif ications of its client
base and the strict control of overheads In either scenario, this is an excellent rate
have translated into higher prof its for the given the magnitude of the business and
business. its turnover which is slowly approaching the
seven million dollar mark.
When adding the prof its of these three
years and dividing - we arrive at a f igure
0.84
0.82
0.8
0.78
0.76
0.74
0.72
0.7
SDE
52
7.1 Competitive
ANALYSIS
B
rief research undertaken has Moreover, GODFREY’S CLEANING
identif ied a total of 88 Cleaning SUPPLIES is another prominent industry
Supply Distributors in the player - although their focus is known to
TampaMetropolitan areas. be more towards individual consumers,
with a strong emphasis on the sale of
According to the Seller, the largest ones domestic vacuum cleaners.
are as follows:
In addition to these, there are a large
number of businesses who do not
CENTRAL CLEANING SUPPLIES specialise in cleaning supplies but
Located in Wesley Chapel that offer cleaning products, as well as
Consumable Products, as peripheral
MELBOURNE CLEANING SUPPLIES products.
Located in Hudson
These are:
HANNAFORDS TRADE SUPPLY
Located in Port Richey ■ Off ice Supplies
■ Catering & Disposable Supplies
APEX CLEANING SUPPLIES ■ Food Supplies
Located in Tarpon Springs
Furthermore, supermarkets, hardware
VICTORIAN CLEANING SUPPLIES stores and general retailers also carry
Located in Lutz cleaning supplies, but at a very high
mark-up.
ANALYSIS:
53
7.2 Industry
REPORT
In order to assist the reader with further background information, the following
report has been purchased by the The Business Brokerage Agency f rom
IBISWorld.
What follows is the executive summary and key statistics. The full report is
enclosed to this Conf idential Information Memorandum in the Data Room.
O
perators in the Janitorial Equipment Supply Wholesaling industry sell specialized
equipment and supplies used by service establishments, such as floor cleaning
equipment and vacuuming systems. The industry also sells beauty parlor and
barbershop products, in addition to laundry products and equipment. Prior to 2020, the
industry benef ited f rom overall economic growth. However, the industry was adversely
affected by the COVID-19 (coronavirus) pandemic in 2020. Despite this, an economic
recovery in 2021, combined with growth before 2020, have led industry revenue to grow over
the f ive years to 2021. As a result, IBISWorld estimates that industry revenue has increased
an annualized 2.5% to $26.1 billion during the current period, including an increase of 3.5% in
2021 alone.
Over the past f ive years, businesses in the janitorial, laundry and beauty services industries
invested in capital equipment and bought large volumes of supplies f rom industry
operators. However, the coronavirus pandemic led to a contraction in industry revenue in
2020 due to the effects of lower consumer spending and social distancing measures on
downstream industries. Nonetheless, this effect was partially offset by increased residential
construction activity, demand for enhanced janitorial services; moreover, demand declines
in other verticals were mostly mild or nonlethal. Moreover, an economic recovery in 2021 is
expected to drive growth for the industry as consumer spending increases and downstream
businesses resume spending that either directly or indirectly benef its industry operators.
Janitorial Equipment Supply Wholesaling in the US June 2021
IBISWorld expects industry revenue to rise moving forward, increasing an annualized 1.4%
Industry
to $28.0 billion over the f ive years Performance
to 2026. Demand f rom downstream businesses that
use industry products in
their operations is expected
to recover in line with
the general economy as
employment and consumer
spending recover f rom
the coronavirus pandemic.
Consumers are expected to
spend more on downstream
businesses that either buy
industry products directly
or contract businesses that
do. Moreover, an increase
in construction activity is
anticipated to spur demand
for several industry product segments,
Key External such asofjanitorial
Value equipment and f ire alarms and
residential construction
sprinklers. However, increasing external competition
Drivers f rom online B2B marketplaces may
The value of residential construction measures spending by the private sector on residential construction, such as
pose a threat to the industry during the outlook period,
single- and multifamily constraining
structures and homes. As the valuerevenue growth
of residential construction todemand
increases, a from
multiple industry product segments increases, such as demand for janitorial equipment and fire sprinkler devices
certain extent. and alarm equipment. The value of residential construction is expected to increase in 2021, representing a potential
54
opportunity for the industry.
Number of businesses
Janitorial Equipment Supply Wholesaling in the US June 2021
Industry at a Glance
Key Statistics Key External Drivers % = 2016–21 Annual Growth
1.0% 0.9%
Key Trends
Annual Growth Annual Growth Annual Growth Operators are expected to experience rising competition
from manufacturers and e-commerce sales
2016–2021 2021–2026 2016–2026
Industry profit is expected to decline in 2020 as a result of a
2.1% 1.5%
deteriorating economic landscape
55
7 IBISWorld.com
Janitorial Equipment Supply Wholesaling in the US June 202
STRENGTHS
WEAKNESSES
OPPORTUNITIES
THREATS
56
8.1 SWOT Analysis
EXPLAINED
57
8.1 SWOT Analysis
EXPLAINED
S W
TRENGTHS are analyzed in EAKNESSES are
the context of a Business Buying analyzed in the context of
SWOT Analysis to assist the Buyer a Business Buying SWOT
in identifying areas where the business is Analysis to assist the Buyer in identifying
performing well and give it its competitive disadvantageous characteristics of the
advantage. Identifying these strengths is business. The first step to minimizing or
necessary so the Buyer knows what can be eliminating weaknesses is being aware
maintained so this advantage is not lost. of their existence. Every business has its
Growing the business further will involve weaknesses so you needn’t be taken aback
finding ways of using and building on these by the fact that they exist – the question
strengths is whether you as a new owner will have
what it takes to turn them around from
weaknesses into Opportunities
O T
PPORTUNITIES are analyzed in
the context of a Business Buying HREATS are analyzed in the
SWOT Analysis to assist the Buyer context of a Business Buying
in identifying opportunities that the business SWOT Analysis to assist the Buyer
could take advantage of in order to make in identifying external factors that could
greater profits. Opportunities are created adversely affect the business. Such as
by external factors such as market trends. regulatory changes, market trends or actions
and Weaknesses (Internal Factors) one new owner will be able to plan accordingly
understands the business’ ability to seize an to counteract it, depending on the business’
58
8.2 Business
STRENGTHS
Given its longevity and its work with major BlackHorse has diversified its client base
customers, BlackHorse has developed a very and ensured that no single customer holds
positive image in the market and cultivated too high a percentage of sales. They have
a reputation for quality of service/advice and also cultivated excellent relationships with
reliability. decision-makers in client organizations.
The business position in Hudson is The business has built a solid internal
advantageous given the relative lack of local structure, not solely relying on any single
competition and the closeness of Hudson to staff member who could not be substituted
major throughways leading to all suburbs. if need be. Moreover, staff are skilled,
competent and loyal.
BlackHorse has developed and perfected a In an industry notorious for “back- orders”,
series of systems and procedures to ensure BlackHorse has gained a reputation for
service quality standards are met and mistake carrying inventory levels that meet regular
seldom occur. clients’ demands.
BlackHorse endeavors to only carry products The product range the business sell is
whose labels assure its quality and market deemed essential and recession-proof. In
satisfaction. Relationships with Suppliers are addition the market for these products is
excellent given BlackHorse record of prompt essentially universal given there is no single
payments. entity that would not need cleaning products.
59
8.3 Business
WEAKNESSES
BlackHorse acknowledges having somewhat Goods are sold, in their vast majority by
lagged behind with its online presence - with pallet load or carton load -while the business
a website that has not been updated in a sells goods per unit, allowing for remaining
year and nonexistent Social Media presence. Inventory to become obsolete over time or
simply slow- moving.
COMPETITION WORKING
3 LEVELS 4 CAPITAL
Inventory levels must remain high, as Recruiting reliable staff is always challenging
such much capital profit is converted into but training them to understand the vast
inventory. As the business grows, so must product range is time-consuming.
inventory levels.
60
8.4 Business
OPPORTUNITIES
DIVERSIFICATION: ONLINE
1 DISPOSABLE SUPPLIES 2 PRESENCE
While BlackHorse has a small range of The business can expand on its web
disposable supplies for the hospitality presence by undertaking in Search Engine
industries, the reality is that it does not cover Optimization as well as paid advertising
even 5% of what is available and many of through GoogleAds.
its customers do require these goods and
presently buy elsewhere.
Just as it successfully moved onto the BlackHorse may develop a range of products
Hospitality sector - BlackHorse may wish to in a lower price bracket to satisfy the lower
begin marketing to new segments such as end of the market - which it presently rejects
Laundries, Car Washes or Mechanics with altogether
specialty products.
BlackHorse only sells safety supplies relevant The business can develop a comprehensive
to cleaning such as A-Frames or Gloves - but Social Media strategy to target the existing
there is huge synergy between both product markets, or new ones, via LinkedIn,
ranges and an expansion could see increased Facebook, Twitter, Instagram, YouTube or
sales. Others.
FRANCHISING VERTICAL
7 MODEL 8 INTEGRATION
The business can consider a Franchising set- As it builds sufficient turnover, BlackHorse
up whereby it undertakes expansion by selling may begin to consider sourcing its own
operational know-how, while allowing for supply products directly from manufacturers
channels not easily accessible overseas and buying container loads in order
to reduce costs
61
8.5 Business
THREATS
CURRENCY ONLINE
1 FLUCTUATIONS 2 REVIEWS
Most goods are imported from overseas As is the trend nowadays, this business is
markets, as such currency fluctuations can also susceptible to negative online reviews -
have a strong impact on gross profit margins. particularly through Google Reviews which
may discourage new purchases.
GOVERNMENT PAYMENT
3 LEGISLATION 4 DEFAULTS
While it operated within a relatively Most clients work with credit - accumulating
deregulated space, as with many industries debts over a 30-60 day period. Commercial
in Texas, the risk of Government legislation Cleaners are generally asset-poor and
and punitive measures is always looming. money cannot be recovered through
insolvency.
While there is a barrier of entry in terms of While the ‘green wave’ has already occurred,
the high capital investment required, there a number of products such as Bleach or
are few other ones - allowing for disruptions Virgin-Pulp toilet paper remain tainted with
by new entrants. a negative environmental rating.
LOSS OF SUPPLIER
7 TOP 3 CLIENTS 8 CONTRACTS
While the relationship with major clients is While relationships with suppliers are
excellent, the top three customers together also deemed to be excellent, there are no
account for 22.1% of total sales. A loss of contracts in place nor exclusivity. Should a
all three, while highly unlikely, would be supplier stop trading with BlackHorse or cut
adversely felt. its credit, the effects would be felt.
62
9.1 Concluding
MESSAGE
63
9.2 Frequently
Asked
QUESTIONS
Prior to establishing BlackHorse Cleaning & Janitorial Supplies, the current owner has
cultivated a solid network of owners and executives within the Fast-Moving Consumer
Goods (FMGG), Pharmacy, and Supermarket industries, which he leveraged to attract the
business’s first few clients. However, as the business gradually cemented its position in the
market, clients started coming in organically through word-of-mouth, without any client
acquisition effort or costs.
BlackHorse Cleaning & Janitorial Supplies thrived amid the pandemic due to increased
demand for cleaning and janitorial services. As contractors received more jobs, so was their
need for suppliers – and the business was ready to fill this gap. Moreover, as its product
range is categorized as essential Fast-Moving Consumer Goods (FMCG) for the Hygiene
and Food & Beverage Industries, the business was protected from major economic
fluctuations during this period.
Over its twenty-one-year history, BlackHorse Cleaning & Janitorial Supplies has nurtured
strong relationships with its suppliers whose products are regarded as being the very
best in the industry. The business’s strong ties with these suppliers enable it to purchase
inventory at lower bulk prices, softening the impact of inflation or price factors.
64
9.3 Data
ROOM
For the reader’s convenience we have stored all of the supporting documentation
provided to our f irm by the Seller of BlackHorse Cleaning & Janitorial Supplies
in a cloud storage which we have hyperlinked to this Conf idential Information
Memorandum.
Just CLICK on any of the boxes below, and the document will open through your web browser:
FY 2020 AUDITED
FINANCIAL STATEMENTS FY 2022 COMPANY TAX
RETURNS
FF&E STAFF
SCHEDULE ROSTERS
65
9.4 Next
STEPS
66
9.5 Get in
TOUCH
CONTACT US
SW 2nd Street,
Miami FL 33130
john@tbba.com
www.tbba.com
67
BlackHorse
Cleaning &
Janitorial Supplies