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When Should I Sell My Business?

April 8th, 2014 by lockebridge.com

While working with business owners one of the issues most often pondered is “When Should I Sell My Business?”  On a personal level the answer may be:

 

–        when your heart is no longer into it

–        when you decide it will take new blood or capital to get to the next level

–        when you reach an age when you are ready to retire

–        or any of a host of personal reasons

 

While any of the above may be good answers, one principal objective of  the investment banker should be to help business owners time an exit so as to maximize their value in a transaction.   Since the last recession officially ended in June 2009, we are now talking to many business owners who have two or three years of double digit earnings growth.  Many of these people are baby boomers thinking about an exit strategy and believe their business has at least one more year of solid growth.   They also do not want to get stuck fighting their way through another downturn.  So, the real question is:

 

“Do I sell today or bet on another year of growth?”

 

The short answer is that buyer expectations drive value and one slow year deflates expectations very quickly.  Buyers are investing in expected future earnings and historical earnings and growth rates are the baseline for creating the expectations.  Discounted Cash Flow (“DCF”) valuation models are the tool most frequently used to quantify future value. The following example illustrates the importance of selling when expectations are high.

 

Assumptions – Company for Sale:

  1. Revenues and earnings have been growing by 10% annually, outlook is good.
  2.  A buyer can borrow 30% of the purchase price based on the company’s cash flow and balance sheet.  Weighted average cost of capital is approximately 16.8%.
  3. The fiscal year just completed produced operating income of $1,000,000.

 

Scenario 1Sell Today

  1. Buyer’s DCF model assumes growth will continue at 10% for the next 5 years and then 5% in perpetuity.
  2. The discounted cash flow valuation is $6.2 M.

 

Scenario 2 – Grow for 1 more year, then sell

  1. The economy slows and operating income grows by 5% to $1,050,000.
  2. Buyer’s DCF model assumes growth continues at 5% for 5 years

and then 3% in perpetuity.

  1. The discounted cash flow valuation is $4.9 M.

 

Conclusion

Selling with a strong growth outlook (scenario 1), versus selling later with a larger profit but a weaker growth outlook (scenario 2), almost always results in a higher transaction value. In the example, the Seller would have achieved a $1.3M higher valuation had he sold today with $1.0M of profit and growth rates of 10% (scenario 1), versus selling a year later with the higher profit of $1.05M but a lower growth rate of 5%. (scenario 2).

 

Both scenarios involve buyers with reasonable expectations based on recent operating histories, but higher earnings are almost never an adequate substitute for faster and/or more predictable sustainable growth. 

 

There are many factors that are considered when a buyer values a company. Return on investment as quantified in a Discounted Cash Flow analysis, which discounts future expected earnings, is often a major consideration. That stated, our answer to the question of “when to sell,” is the following:

 

Sell when you have strong growth.  Do not underestimate the risks of trying to add another dollar of profit.  If you sincerely believe that there will be strong growth for a few more years, negotiate an earn-out or retain some equity so that you can participate in the upside, after you have put some money in the bank and mitigated the potential risk of a slow down.

 

As a final consideration, we like to remind clients to plan on one to three years from the time you decide to sell until the time you are free to sit on a beach.  This includes six to 12 months to complete a transaction and one to three years for a typical employment transition and/or earn-out.

 

Note:  There are many factors that are considered when an investment banker or a prospective buyer estimates the value of a company.  Discounted cash flow models are a frequently used tool and involve more variables than could be reasonably factored into the above illustration.  Buyers who are seeking to satisfy strategic objectives through an acquisition will frequently offer valuations that are above what could be justified by DCF modeling.  Only the market can determine what a company is truly worth.

 

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Selling Your Business to a Strategic Buyer

November 26th, 2013 by lockebridge.com

When selling your business to a strategic buyer, a principal objective  should be to identify the incremental value of the synergies created by the merge of the two entities and capture as much of that value as possible.  The first step in extracting the value of the synergies is to estimate the dollar amount of value created from the synergies.  As stated in the last article, synergies can come from various places such as Cost & Risk Reductions, Process Improvements, Revenue Augmentation and Economies of Scale.  According to The Boston Consulting Group, 94 percent of merger announcements which disclose the value of synergies mention only cost synergies or don’t mention the specific nature of the synergies at all.  The principal reason for the foregoing is that cost based synergies are the easiest to quantify. For example, estimating savings from eliminating administrative redundancy, consolidating operations and increased purchasing power are relatively straight forward.

With the above stated, bolt-on acquisitions completed by larger companies often result in substantial revenue synergies. Many larger companies acquire smaller “bolt-on” companies in order to add complimentary products to their offerings, which their sales people sell to the existing customer base.  Furthermore, cross selling opportunities, the potential to sell both company’s products to the other company, can materially increase the Buyer’s revenue.

According to a 2012 study performed by Thompson Reuters, transaction synergies from a sample of 365 deals with values of more than $300 million that took place from 2000 – 2011 range from 2 to 10 percent (depending on the industry) of the target company’s latest annual sales, with a median of 4.8 percent (refer to chart below).  If we assume that a similar level of synergies exist with lower mid-market transactions (i.e. transaction values less than $100M) we can infer that the synergies contribute an additional 50% or so to a typical small company’s EBITDA.But what if the Buyer generates billions of dollars of revenues in your market.  Simply dropping your products into the hands of their salespeople can result in increasing your Company’s sales by a magnitude!

Thompson Reuters chart1

 Source: Thomson Reuters Data Stream

Another statistic of the aforementioned Thomas Reuters study is  the median amount of synergies captured by the selling company and reflected in the transaction price is 31%.  When we multiply this 31% by the approximate 50% of incremental value created by the synergies, we can estimate that the average amount of transaction premium captured by Sellers from synergies is approximately 15%. This infers that a 5X EBITDA mutiple (a typical small company multiple paid for companies which have an anticipated 10% CAGR) would increase to 5.75X when sold to a strategic buyer with average synergies.  It is important to note that the 31% statistic is based upon transactions values in excess of $300 million.  Sellers of such transactions generally employ seasoned transaction advisory professionals where Sellers of lower mid-market (< $50M) transactions, and especially those executing transaction less than $20M generally do not have such transaction expertise

 Accordingly, it is our observation that most Sellers of smaller transactions (< $20M)  see little to no increase in value due to synergies resulting from a sale to a strategic buyer. From our perspective, this is unacceptable.

 There are a magnitude more potential financial buyers then strategic buyers, so why search for a strategic buyer if the Seller is not going to benefit from the synergies!  In fact, the 31% of the total synergies which are captured by the Seller is also unacceptable to us.  By effectively preparing the company for a transaction, studying the Buyer’s operations to enable a reasonable estimate of the value of the potential synergies and by applying  seasoned  negotiating skills  one should be able to grab much more than the reported 31% of the synergistic value.

Don’t settle for little to no share of the synergies, let alone the average 31%.  Sign up to receive the LockeBridge Newsletter to get the next articles in which we will discuss, how you (the Seller) can grab more than your fair share of the synergies created.

 

1. March 27, 2013;  Jens Kengelbach, Dennis Utzerath, Christoph Kaserer, and Sebastian Schatt;   
How Successful M&A Deals Split the Synergies.

2.  Assumes that a typical EBITDA margin of a well run company is 10%.

 

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Negotiating a Premium for the Sale of Your Business.

October 11th, 2013 by lockebridge.com

Negotiating a Premium for the Sale of Your Business can take substantial preparation well beyond practicing your presentation.  Most Buyers are significantly larger then the Seller,  have executed numerous deals and have a team that is well coordinated and trained in all relevant areas of merger and acquisitions. Knowing that most Sellers of small businesses have never sold a business before you can be easy prey for the Buyer if you are not well prepared.  

The key to achieving a premium for the sale of your business is not necessarily your ability to make a credible presentation of the valuable assets and opportunities in your business, which are rarely presented in an optimal fashion.  When selling your business to a strategic buyer the most critical aspect of the negotiation is dependent upon  your understanding of the Buyer’s operations and the determination of the value of the synergies which would be created by the merge of the two companies. Most people relate to the term 1+1=3. What is implied by this term is that the sum of the parts, when combined together, exceeds the total of the individual components when they remain separate. The amount by which the former exceeds the latter is referred to as the value of the synergies.

Synergies can come from either or both the cost side or revenue side of the equation. On the cost side, the consolidation of the operations generally presents a significant opportunity to cut costs. Examples of typical cost cutting are: Closing of duplicative locations, elimination of redundant jobs, an increase in buying power and reduction of part numbers. On the revenue side there may be an opportunity to raise prices or sell more product due to cross selling opportunities, reduced competitive pricing pressure and increased brand marketing.

The general rule of thumb is that the greater the amount of synergies the more the value and the more the Buyer can afford to pay.  However, extracting the value of those synergies is quite another story. The savvy Buyer will never disclose the source of the synergies, let alone the value of such synergies. So how are you, the Seller, going to estimate the value of such synergies, which is the first step in executing a negotiating strategy which will reflect the value of the synergies in the price of your business.

As seen in the illustration below, the Normalized or Recasted EBITDA (i.e. adjusted for such items as owner’s excesses and one time events) of the Seller’s business is $2,000,000.  Applying a 4X EBITDA multiple, a typical multiple for small businesses with little to no growth which are purchased by financial buyers, yields a price of $8 million. On the other hand, Strategic Buyers often pay multiples of 5 to 8 times EBITDA, depending on the magnitude of the synergies.  Because of the synergies, the Strategic Buyer can justify paying a much higher price while still achieving their required return on equity (ROE).  Let’s be clear, the required ROE for the Strategic Buyer is the exact same as that of the Financial Buyer.  The only difference is that the Strategic Buyer, because of the value of the synergies, can afford to pay a higher price while still achieving the required ROE.  Of course just because he can afford to pay a higher price does not mean that you, the Seller, will be able to negotiate such a premium price for your company.

Let’s look at an example.   In our example, the synergies which can come from various areas such as cost savings, increase in sales from cross selling, technology benefits, etc., are estimated to be $1.0 million, which results in an adjusted “Synergistic EBITDA” of $3.0 million.  Applying the same 4X multiple now results in a value to the Strategic Buyer of $12 million, the “Synergistic Value”, a 50% premium over the “Financial Value” of $8 million.  Your ability to get the entire value of the synergies depends upon your negotiating skills. Chances are that the Negotiated Price will end up somewhere between the Financial Value and Synergistic Value.  Your ability to negotiate a premium for the sale of you business will depend on several factors including your confidence in the estimated synergistic value.

Financial  Buyer     Strategic Buyer  
Value of Synergies N/A   Value of Synergies $1,000K
Normalized EBITDA $2,000K   Synergistic EBITDA $3,000K
Mutliple 4.0X   Mutliple 4.0X
Financial Value $8,000   Synergistic Value 12,000K
Buyer’s Initial Offer $7,000   Buyer’s Initial Offer $7,000K
                                                                                                            
Negotiated Price $8,000K   Negotiated Price $10,000K
  (+/- 10%)     (+/- 20%)

So how are you, the Seller, going to determine the value of the synergies and once determined how are you going to extract the entire Synergistic Value of $12 million, $4 million more than the Financial Value?  As stated in the prior article, Selling Your Business to a Multi- Billion Dollar Acquirer, the prudent Buyer will not disclose the nature of their anticipated synergies to the Seller. The Buyer’s mentality is that they are enabling the resultant increase in value.  As such, it is their objective to keep all of the incremental value emanating from those synergies.  In the next articles we will explore how to obtain a premium price for your business by extracting the value of the synergies.

PICTURE: Scott Waxler with Becky Quick, Co-Host of CNBC’s Squawk Box, after winning the Deal Maker of the Year Award

 Becky Quick and Scott

Scott Waxler Wins the Deal Maker of the Year

 

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Selling Your Business to a Billion Dollar Acquirer

September 9th, 2013 by lockebridge.com

I have recently had the pleasure of negotiating the sale of several mid-market transactions (values between $5M – $50M) to  multi – $billion acquirers.  On some deals LockeBridge identified the Buyer, but on others I was called in after there had been multiple conversations between the Parties.  One thing in common with all these deals, no matter how big the buyer nor how insignificant the impact of the purchase price on their balance sheet, they all work very hard to negotiate the absolute best deal they can.  After all, their performance bonus is at stake!

I have seen both the “wining and dining” approach as well as the polar opposite; a stark conference room with no food or drink offered with six suits from various disciplines on the same side of the table. Indeed in my former life I was one of those suits sitting on the buy-side of the large corporate entity.  There was really no personal reward, no passion nor honor. It’s just the opposite sitting on the other side of the table; when we extract more than our fair share of the deal synergies from the billion dollar buyer, for the benefit of our salt of the earth client1, you can bet there is passion. It is one of the best “feel goods” I experience. Okay, more stories another time.  Let’s get down to some business and discuss how to take advantage of the Buyer’s deep pockets.

Note 1: The salt of the earth client is our typical client who founded his business 20 or 30 years ago. He borrowed money from his relatives, worked 60 hours a week at the neglect of his family, and got chest pains never knowing if he would make it.  Thirty years later he has fed his family from the earnings of the business. He is married to the business and the sale of his business will be both a financial and emotional life altering event. Believe me, I know this scenario all too well as I have built and exited multiple businesses of my own.

Big Buyers Can Pay Big Dollars

As a general rule of thumb the larger and further away the acquirer, the higher the offer you can expect to get. That stated, selling your business to the billion dollar acquirer is no walk in the park.  Most multi -billion dollar corporations will not consider an acquisition of a small business,  with revenue and operating income of  less than $100M and $10M respectively, unless there are material synergies with their core operations.   This is primarily because large companies generally have substantial integration costs and purchases of small companies don’t generally move the needle. The point here is that if there are indeed material synergies between the buyer and seller then the Buyer will value the transaction substantially more. Extracting the premium value from the Buyer is yet another story.

Getting a High Valuation

If a large company is considering the acquisition of a small company and/or a cross border transaction you can bet that there are substantial synergies with their core operations and that the acquisition is extremely complimentary to their business plan.

Some examples of the foregoing may be:

  1.  The Acquirer wants to establish a market in a foreign country but wants to better understand all the implications of doing business in such country before jumping in head first in a big way.
  2. The Seller may be doing business with customers in which the Acquirer is having difficulty penetrating and with whom the Acquirer may be able to generate substantial revenue from the sale of their  products.
  3. The Seller may own a technology which enhances the value of the Acquirer’s core product(s).
  4. The Seller may be selling a product which requires a substantial knowledge base and/or would take a long time for the Acquirer to develop.

Most merger and acquisition decisions generally involve an analysis of the costs and benefits of organic growth versus acquiring a business, the technology or the  product.

Extracting a Premium Offer

Just because the value of the potential synergies are high, one should not assume that this automatically translates into a  high price for you.  Here is where you need to employ very well planned negotiation strategies and tactics.  Such skills are generally only found with the best of the best negotiators who have seasoned expertise in the merger and acquisition process.  In fact, often times one or both sides will introduce a new face to the process.  This person may not have been involved at all with the M&A process prior to the delivery of a letter of intent.  This person is the infamous Closer.  Ahh, beware the closer!  His skill set is distinctly different than those on the advisory team which have preceded him.  Be aware that most large Buyers have executed numerous deals and have a team that is well coordinated and trained in all relevant areas such as corporate law, tax accounting, financial analysis and all relevant operational considerations. Their Closer is usually quite experienced in coordinating all aspects of the pending transaction  with the rest of their team.  To the contrary, for most small business Sellers the sale of one’s business is a once in a lifetime event, and as such they just don’t know what they don’t know.

It is incumbent upon the Seller to identify the reason(s) why the Seller’s business is attractive to the Buyer.  Knowing the Buyer’s motivation will provide you, the Seller, with insight into how the Buyer may value the business.  For example, if the Seller has been doing business in a market which the Buyer wants to penetrate, then acquiring your business can be very valuable to the Buyer.  The same goes for the case in which the Seller may have some intellectual property or a product that the Buyer can sell to his existing customer base.  Imagine if the Buyer generates billions of dollars of sales with their core customer base, which also has a demand for your product.  In this case the  Buyer has a “built-in” distribution network, they only have to introduce your product to their existing salespeople. If the process is managed effectively, revenues should be forthcoming relatively quick.   How much premium do you think that your company may be worth to them if his were the case?

The value of your Company is proportional to the profits that the Buyer can make from it. 

In this case, value has nothing to do with your historical profits, although this is what the Buyer will have you believe. The bottom line is that the smart Buyer is not going to disclose their synergies to you, the Seller. Their mentality is that the value of the synergies is theirs and only enabled by their decision to purchase and has nothing to do with your decision to sell.  In fact, I have often heard Buyers state: “If you, the Seller, were able to achieve such an increase in value without us then you would have already done so.”

So, how are you, the small business owner, going to sell your business to the billion dollar strategic buyer while extracting the value of the synergies in order to get that premium price?

This issue will be discussed in the next several articles. Be sure to Join Our Email List  at the bottom of  the web page if you want articles  sent to you.

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Engaging an Investment Banker: What You Should Know

August 8th, 2013 by lockebridge.com

In the prior article titled Investment Banking Retainer Fees – Beware of Conflicts I mentioned that the average closing rate among US intermediaries representing transactions valued in the range of $5 million to $30 million range is approximately 30%.  I also stated that the average engagement fee for such transactions is around $50 thousand.  Needless to say, I never met a business owner who wanted to pay an engagement fee or retainer, especially with a success rate of only 30%.  So what are you going to do about this issue when it is time to sell your business?  My suggestion when choosing an investment banker is as follows:

  1. Be sure to get a valuation from the prospective banker prior to engaging.  Make sure that the Banker justifies the valuation to you with high credibility.
  2.  Some bankers may try to charge you for the valuation. In my opinion, this is an investment that the banker needs to make in order to “quote the job”.  Would you pay a builder to quote you price to build a home, or a real estate agent to give you an estimate on the value of your house?
  3. Ask the banker what he/she thinks is the probability of closing the transaction at the valuation provided.
  4. Don’t even consider selling your Company if the probability is less the 70% – 80%.  There’s just too much work and exposure risk to enter into this arduous process for any less than a 70% probability of success.
  5. Assuming that the banker is quite confident of meeting your objective then ask him/her “If you are so confident of selling my company, why then do you need a retainer?”

Several common answers to this question are:

  1. Because it typically takes 6 – 12  months to sell a company and in the meantime we have significant overhead.
  2. Because we need to know you’re serious before we invest our substantial resources to sell your company.

My thought on these answers are as follows:

  1.  I would not want to engage with an advisor that is going to assist me to sell one of the largest, if not the largest, transaction of my life if that advisor needed my retainer to pay his overhead.
  2. If the advisor cannot tell if you, the Prospective Seller, is serious then how on earth will he/she be able to determine if the potential buyer is serious?  After stating the foregoing to the advisor perhaps he responds with; “With no skin in the game what is stopping you from just changing your mind after we expend a substantial amount of our resources to sell your Company?”  There are many ways to deal with this, such as the implementation of a break fee in the event that the advisor brings bonafide offers which meet some predetermined criteria.  The advisor is supposedly an expert in deal structuring, surely he can structure a deal with you that will meet both of your needs!

OK, down to brass tacks.  The above is all well and good but the fact of the matter is that most advisors in the lower middle market just cannot afford to do enough diligence to provide them with the confidence they need to waive the retainer. Let’s, for a moment, put aside the potential conflicts of interest that a large engagement fee can cause.  If the advisor does not have confidence that they will succeed, at least a 70% confidence level as previously stated, then I don’t believe that the business owner should hire such advisor. The worst thing that can possibly happen is that you execute the selling process more than once. This is one process that you want to do the right way the first time.  The implications of going to market a second time can be disastrous, but this is a topic for another article.

With the above stated, if you find that you  cannot avoid paying the retainer and still want to engage the Advisor,  at least you should have gotten a warm and cozy from the answers the Advisor provided to the above questions.  I think you will be surprised by the type of answers you get. The worst that happens, as a result of these questions,  is that you will learn allot about the thinking of the advisors which may represent one of the most important  transactions of your life.

Investment Banking Retainer Fees – Beware of Conflicts

June 26th, 2013 by lockebridge.com

The investment banking industry refers to a retainer as a fee paid up front which is generally credited against a success fee, but foregone if a transaction is not consummated.  A more appropriate term for such an upfront fee would be an engagement fee, not to be confused with a retainer which is only used to pay out of pocket expenses. The typical engagement fees for lower mid-market sell side transactions ranging in size from $5 million to $50 million is $25 thousand to $100 thousand.  At a $10 million transaction size the common engagement fee is $50 thousand.  The fee can be paid all upfront or in monthly installments or a combination, such as $25 thousand upon engagement and $5 thousand per month starting in month 4.

 In general I don’t have a problem with engagement fees charged on larger deals in which the transaction size exceeds $25 million or so.  The issue I have with engagement fees on smaller deals is that the vast majority of intermediaries which execute smaller deals have relatively low overhead, as such these  firms often make a living from the engagement fee itself.  This is often the source of numerous potential conflicts.

Conflict #1

Bias Toward Overvaluing the Business

How do you think a real estate agent might persuade you to engage them to sell your house?  Their number one tactic would most likely be to convince you that they can fetch a higher price then the next guy.  They might tell you that they can get $1 million, for example, when they know that the value of the house is really in the range of $900 thousand to $950 thousand.  You then execute a six month exclusive agreement, and now they own you.  The agent then brings multiple offers that are all in the $900 thousand to $950 thousand range and gives you all sorts of reasons why you house is not fetching the $1 million price tag.  In broker lingo, they call this “bringing you to school”.  The broker knows that if you are motivated to sell you will eventually lower your price to meet the market’s valuation.  So, the broker misled you in order to convince you to hire him, and he was not even asking for any upfront fee.  Now imagine how he might mislead you if he were asking for a $50 thousand upfront engagement fee!

Conflict #2

Accepting Low Probability Engagements

According to a information published by the International Business Brokers Association, the average closing rate among US intermediaries representing transactions valued in the range of $10 million is approximately 30%.  This just does not make any sense to me. Why would someone pay a $50 thousand engagement fee for a 30% chance of success?  Not to mention that there is generally significant work required by the Owner in any exit process, as well as a  risk of a confidentiality breach which can harm the business.  Wouldn’t one just be better off to put their $50 thousand on red at the roulette table!  When the business broker or investment banker can make a living from the engagement fee it’s not hard to imagine that they may not be very selective.  Our experience at LockeBridge, a registered Boston based Investment Banker, is that about half of the businesses for sale are not saleable; with the reason often being that the typical sell-side broker will take any engagement in which they can earn a $50 thousand upfront fee.

In addition to the above, large upfront fees can also result in several other potential conflicts such as a low commitment to success and low investment in resources devoted to the engagement.  So what’s the alternative?  Unfortunately the de facto standard among seasoned investment bankers is to charge a significant engagement fee. Contrary to the legal profession, which has been around for thousands of years, mid-market investment banking has only been around in any formal way for less than 50 years, and the demand for seasoned, unbiased representation has simply not been met with an adequate supply of investment banking services in the lower end of the mid-market. In fact, at the sub $20 million transaction size it is difficult to find truly seasoned expertise even if you are willing to pay a hefty upfront fee. If one is seeking both seasoned expertise and an engagement agreement without potential built-in conflicts (i.e. no substantial upfront fee) then be prepared to look for a long time. In our experience the combination of high expertise and no engagement fee in the lower end of the mid-market is practically non-existent. This situation is not an issue in the legal profession, which seems to have worked out the demand and supply gaps over the last thousand years.  In the legal profession, everyone knows that the standard contingent agreement, with no upfront engagement fee, is accompanied by a success fee of 30%.  Hopefully it won’t take hundreds of years to meet the demand for high level, uncompromising mid-market investment banking representation.

 

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