Based on seller-provided unaudited financial information and the Company's preliminary diligence, the four proposed acquisitions represent approximately $9.4 million in aggregate trailing revenue and approximately $4.1 million in aggregate trailing adjusted EBITDA. If completed and assuming the acquired businesses perform in line with their trailing results, the proposed acquisitions are expected to approximately double Onfolio's revenue run rate and move the Company to positive free cash flow.
The transactions are structured with a combination of upfront cash consideration, seller-financed notes, and earnout provisions tied to post-closing performance. Aggregate upfront cash consideration is expected to be approximately $10.5 million, with total potential consideration of approximately $12.1 million, representing an average acquisition multiple of approximately 3x trailing adjusted EBITDA on total potential consideration.
"Q1 shows why scale matters. We have reduced costs, simplified parts of the business, and improved the operating model, but operational improvements alone are not enough to get Onfolio where we want it to be. These LOIs represent the next phase: acquiring profitable, cash-generative businesses at disciplined multiples. If completed and if the businesses perform in line with their trailing results, we believe these acquisitions would approximately double our revenue run rate, move Onfolio to positive free cash flow, and make the Company parent-level self-funding," said Onfolio CEO, Dom Wells.
The four businesses under LOI are:
A healthcare-focused B2B marketing agency generating approximately $2 million in annual revenue and approximately $1 million in adjusted EBITDA.
A home services-focused B2B marketing agency generating approximately $2 million in annual revenue and approximately $1.2 million in adjusted EBITDA.
A direct-to-consumer e-commerce brand in the outdoor survival category generating approximately $5 million in annual revenue and approximately $1.5 million in adjusted EBITDA.
A financial media business generating approximately $350,000 ...
