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Lower Middle Market M&A Advisory

You sell once.They buy for a living.We were the buyer.Don’t leave value on the table.

Providing M&A advisory services for companies with $5M – $100M in revenue, roughly $1M – $10M of EBITDA.

We spent years finding leverage for the buyer. Now we run that playbook for you.

100+

Acquisitions closed

Founder-owned companies.

$1B+

Total transaction value

Across those closings.

5,000+

Companies evaluated

From the buyer’s chair.

80%+

Had no advisor

Owners we bought from.

~25%+

Value capture

Upside left on the table.

What we do

One discipline, applied from every seat at the table.

UHR runs M&A the way an in-house acquirer runs it: preparation before process, alignment before capital, and fit before outreach.

For owners & management
Sell-Side
  • We show you what buyers see, before they do
  • We prepare the company, then run the sale
  • Priced by a market, not one buyer
Selling a business→
For owners & management
Capital Investing
  • We invest our own capital, beside you
  • Majority, minority, or growth capital
  • Aligned on the plan, patient on timing
How we invest→
For acquirers
Buy-Side
  • We keep sourcing while you run the deal
  • Fit in writing before the first call
  • Decision-ready; the call stays yours
Building through acquisition→
For owners & management considering a sale

Sell-Side

What a well-run sale can change

Value left on the table

Buyers value the earnings they can verify, then apply the multiple they are willing to pay. A well-run process works on both.

We prepare the company so (i) the earnings are supported, then run a process that (ii) makes buyers compete. Because those two levers multiply, a well-run sale can materially change the value you capture:

    • Two levers set your price, not one.
    • Because they multiply, the gains compound.
    • A stronger base makes every turn worth more.
    • Identified. Documented. Defended.
    • Legitimate adjustments only.
    • Ready to withstand buyer scrutiny.
    • The right buyers, competing at the same time.
    • Price, terms and certainty.
    • The multiple can move.
ILLUSTRATIVE
SUPPORTED EARNINGSxCOMPETITIVE MULTIPLE=ENTERPRISE VALUE
+$4.4M
$10.0M
$12.0M
+$2.0M
$14.4M
+$2.4M
+$2.0M
$2.0M x 5.0x
Starting point
$2.4M x 5.0x
Lever 01
$2.4M x 6.0x
Lever 02
Lever 01Supported earnings+$2.0M
Lever 02Competitive multiple+$2.4M
Illustrated difference
+$4.4M
LEVER 01Support the earnings
Identified · documented · defended
$2.00M
+$150K
+$100K
+$100K
+$50K
$2.40M
$2.00M
Reported
Excess owner
comp.
Above-market
rent
One-time
costs
Non-business
exp.
$2.40M
Adjusted
+$400K PROPOSED
LEVER 02Create buyer competition
Price · terms · certainty
4.5x 5.0x 5.5x 6.0x 6.5x 7.0x 7.5x
5.0xStarting multiple
6.0xCompetitive process
+1.0x

At $2.4M of supported earnings, one additional turn of multiple is worth $2.4M. Multiple movement varies by company, process and market; +1.0x is shown for illustration only.

01 / 03

Illustrative example only. Adjusted EBITDA is a non-GAAP measure; all adjustments are subject to buyer diligence and acceptance. Enterprise value is not net proceeds: debt, cash, taxes, transaction fees and working-capital adjustments affect cash received at close. Multiples and outcomes vary; no outcome is guaranteed.

How we get there

Preparation comes before process.

We evaluated companies from the buy-side, so we know which questions actually matter:

    • What are the true normalized earnings?
    • What’s driving margin expansion or compression?
    • What does cash conversion look like?
    • Who are the largest customers?
    • What’s the contract length and assignability?
    • Could one customer take out real earnings?
    • What’s the market size and share?
    • Why do customers choose them?
    • Does the capacity exist to grow?
    • Who are the key individuals?
    • What’s the succession plan?
    • Are they at capacity?
    • What does the downside scenario look like?
    • How much can the cost structure flex?
    • Is the balance sheet healthy?

We help owners see, strengthen, and position their business through the lens of an institutional buyer. The work, in the order it runs:

  • 01The analysis.We perform the analysis a buyer’s investment committee will run. You see it first, before it counts. Most of the lift is ours. Your team keeps running the business.
  • 02The preparation.We help you act early: strengthen the business, reduce risk, and build the evidence buyers will require.
  • 03The process.When the time is right, we run a controlled process and negotiate with the buyer’s playbook in hand. The preparation holds whether you sell next year, in a few years, or not at all.

On a sale, we work for one side of the table: yours.

Discuss a potential sale →
ILLUSTRATIVE
SAMPLE ANALYSIS · EXCERPT1CONFIDENTIAL
01 / 05 · EARNINGS
Quality & Sustainability of Historical Earnings

Four documented add-backs lift reported EBITDA from $2.0M to $2.4M, a 12.0% margin.

Summary of adjustments to EBITDA
( $ in thousands )FY23FY24LTM
Revenue$17,100$18,500$20,000
Reported EBITDA1,6001,8002,000
1Excess owner comp.150150150
2Above-market rent100100100
3One-time costs00100
4Non-business exp.505050
Total adjustments$300$300$400
Adjusted EBITDA$1,900$2,100$2,400
Adj. EBITDA margin11.1%11.4%12.0%
Adjusted EBITDA, FY23–LTM
$1.9M+$0.3M$1.6MFY23
$2.1M+$0.3M$1.8MFY24
+14.3% YoY$2.4M+$0.4M$2.0MLTM
REPORTEDADJUSTMENTS
Margin profile, % of revenue
 FY23LTM
Gross margin24.0%24.5%
Opex14.6%14.5%
Reported EBITDA9.4%10.0%
Adjusted EBITDA11.1%12.0%

Gross margin steady near 24% with operating expenses held near 14.5% of revenue across the period.

20.0%
Add-backs of reported EBITDA
88.3%
Cash conversion, LTM
+14.3%
Adj. EBITDA growth, YoY
1An illustrative sample of how we frame a business through a buyer’s eyes.
SAMPLE ANALYSIS · EXCERPT1CONFIDENTIAL
02 / 05 · CUSTOMERS
Customer Quality, Concentration & Stickiness

140 active accounts; the largest is 6.5% of revenue, with 62% under contract.

Revenue by customer tier, FY23–LTM
( $ in millions )FY23FY24LTM% of LTM
Largest customer$1.2$1.2$1.36.5%
Next nine5.25.55.929.5%
Top ten · subtotal$6.4$6.7$7.236.0%
Top-ten share eased from 37.4% to 36.0% over the period.
All other · 130 accounts10.711.812.864.0%
Total · 140 active accounts$17.1$18.5$20.0100.0%

No single customer above 7% of LTM revenue.

LTM revenue by end market
FOOD & BEVERAGE · 26%GENERAL MFG. · 24%BUILDING PRODUCTS · 18%PACKAGING · 17%DISTRIBUTION & OTHER · 15%
Projects completed by value, LTM
Under $50K30
$50K–$100K16
$100K–$250K12
$250K–$500K5
Over $500K3

66 projects completed; the largest is about 3.2% of LTM revenue.

Revenue under contract, LTM
UNDER CONTRACT · $12.4MPROJECT · ONE-TIME · $7.6M
9 yrs
Avg. tenure, top 10
~92%
Contract renewal, 3 yrs
~$143K
Avg. revenue per account
1An illustrative sample of how we frame a business through a buyer’s eyes.
SAMPLE ANALYSIS · EXCERPT1CONFIDENTIAL
03 / 05 · GROWTH
Growth & Revenue Quality

Nearly all of the growth came from recurring, contracted revenue: up $2.5M in two years.

Revenue build, FY23–LTM
RECURRING · UNDER CONTRACTPROJECT · ONE-TIME
Two-year revenue growth, by source · FY23–LTM
~92%
Of contracts renew, last 3 yrs
$4.8M
Project work already signed for next year
Revenue mix, LTM
( $ in millions )Revenue% of LTM
Recurring · under contract$12.462.0%
About 92% of contracts renewed over the last three years.
Project · one-time7.638.0%
LTM revenue$20.0100.0%
$120K
Growth capex, LTM · $60K FY23
125
Headcount · 112 FY23
62%
Recurring · 58% FY23
1An illustrative sample of how we frame a business through a buyer’s eyes.
SAMPLE ANALYSIS · EXCERPT1CONFIDENTIAL
04 / 05 · PEOPLE
Management Depth, Leadership Continuity & Organizational Capacity

Headcount grew from 112 to 125; about 90% of employees stayed each year.

Organization · titles only
Headcount bridge, FY23–LTM
HEADCOUNTHIRESDEPARTURES
Workforce flow
( employees )FY24LTM
Beginning112118
Hires1819
Departures(12)(12)
Ending118125
Retention89.3%89.8%
Employee tenure, LTM
Under 2 yrs34
2–5 yrs36
5–10 yrs30
Over 10 yrs25
$160K
Rev. per employee · $153K FY23
89.8%
Retention, LTM · 89.3% FY24
23 yrs
Operating history · est. 2003
1An illustrative sample of how we frame a business through a buyer’s eyes.
SAMPLE ANALYSIS · EXCERPT1CONFIDENTIAL
05 / 05 · RISK
Working Capital & Capital Intensity

Net working capital normalizes at $1.7M, 8.5% of revenue, and total capex runs 2.0%.

Net working capital, LTM
( $ in thousands )LTM
Accounts receivable$2,850
Inventory450
Accounts payable(1,050)
Accrued liabilities(550)
Net working capital$1,700
% of LTM revenue8.5%

Cash-free, debt-free basis.

Capital expenditures, FY23–LTM
$310KFY23
$360KFY24
$400KLTM
MAINTENANCEGROWTH
Capital expenditures and conversion
( $ in thousands )FY23FY24LTM
Growth capex$60$95$120
Maintenance capex250265280
Total capital expenditures$310$360$400
% of revenue1.8%1.9%2.0%
Adjusted EBITDA1,9002,1002,400
Less: maintenance capex(250)(265)(280)
Adj. EBITDA less maint. capex$1,650$1,835$2,120
Conversion, % of Adj. EBITDA86.8%87.4%88.3%
52.0
Days sales outstanding
0.84
Safety EMR · below 1.0
8.5%
NWC of LTM revenue
1An illustrative sample of how we frame a business through a buyer’s eyes.
01 / 05
For select situations

Capital Investing

Some owners are years from a sale, not months. We invest our own capital alongside owners and management to build toward it, and we share in the upside.

  • Durable businesses with an understandable path to growth.
  • Owners and management aligned on objectives, roles, and how decisions are made.
  • A defined use of capital: people, systems, capacity, or add-on acquisitions.
STRUCTURES · THREE OF MANY
One conversation. Three ways it can go.
01
You sell it all.
Our capital buys the company.
02
You keep the majority.
We hold a minority, beside you.
03
You keep it all.
Our capital funds the plan.
Which one is decided with you, not for you.
A description of approach, not an offer. Terms are set situation by situation.
Contact

Start with a conversation.

Whether you’re looking to sell, looking to buy, or weighing what comes next, the first step is a casual conversation, not a decision.

  • No cost, no obligation.
  • Many of these conversations start years before a sale.
  • A few lines are enough: a rough revenue or EBITDA range, your timeline, and what’s on your mind.
  • Inquiries are held in confidence. An NDA can be executed before anything sensitive is shared.
  • If it’s not something we handle, we know the people who do.

Sends directly to our inbox. Or write to info@uhradvisory.com.