Blog

08 Nov
Facility Services M&A – Fall 2022 Update

FACILITY SERVICES MERGERS & ACQUISITIONS

How have Increased Interest Rates and Volatility Impacted Valuations for FS Service Companies

 

Economic Summary

Before addressing the question, “How have Increased Interest Rates and Volatility Impacted Valuations for FS Service Companies”, it is only prudent to review where the fight against inflation, via interest rate policy, has brought us.

The Fed raised the federal funds rate by 75 bps to the 3%-3.25% range during its September meeting, the third straight three-quarter point increase and pushing borrowing costs to the highest since 2008. Policymakers also anticipate that ongoing increases in the target range will be appropriate which was reinforced by Chair Powell during the press conference. “We have got to get inflation behind us. I wish there were a painless way to do that. There isn’t”. The so-called dot plot showed interest rates will likely reach 4.4% by December, above 3.4% projected in June, and rise to 4.6% next year. Meanwhile, GDP growth forecasts were revised lower to show a 0.2% expansion this year, compared to 1.7% seen in June and 1.2% in 2023, below 1.7% seen in June. Inflation as measured by PCE is seen to reach 5.4% in 2022 (5.2% projected in June) and 2.8% in 2023 (vs 2.6%). Source: Federal Reserve

 

Impact to Facility Services

Last quarter, in our Spring FS Update Report, we wrote: “We have witnessed substantial bifurcation within the facility services vertical.  On one extreme we have material winners, such as many janitorial/cleaning companies responding to an increase in their customers’ cleaning needs in order to keep their employees and their customers safe.”  This increase in demand has often offset the downturn resulting from the cancellation of major sporting events and closures of college campuses, office buildings and those venues operating in the hospitality and travel industry.

On the other hand, those FS sub-verticals where revenue is heavily weighted on the construction side, which is virtually absent of on-going maintenance services such as most mechanical and electrical services, flooring installation, masonry, etc, have suffered a substantial cash squeeze as delays have been rampant.

LockeBridge is the Leading M&A Advisor in the Facility Service Vertical

 11 Companies Sold Since in Last Three Years
Multiple Domestic and International Bids Received

Facilities Services and the Volatile Economy:
Maintenance Services vs. Construction

Because the Fed actions are aimed at slowing down the economy, those FS Companies that are focused on Construction are much more at risk than those having longer-term maintenance contracts.

In fact, companies operating in verticals in which maintenance contracts are standard practice, such as commercial cleaning, security services, fire safety, etc., are much less sensitive to economic ups and downs. Accordingly, these companies are commanding significantly higher earnings multiple in comparison to  Construction focused companies.

 Increasing Interest Rates and Valuations
The Fed hopes that raising interest rates will slow down the economy, thereby causing most companies to face downward pressure on their forecasts. To make matter worse, as interest rates move higher, the value of future earnings are less attractive causing the current value of businesses to decrease. That’s because when interest rates increase, all other things equal, the cost of both debt and equity capital increase, resulting in a lower return on equity.

The question then becomes:

  • How much will the value of my business decrease in the face of higher interest rates?

Another question we are frequently asked by business owners is;

  • In an increasing interest rate environment, how much more business do I need to do in order to maintain the company’s valuation?

 The foregoing questions will be discussed in our Fall/Winter Facilities Services Report titled
Quantifying the Impact on Valuations from Changes in Interest Rates.

LOCKEBRIDE FACILITY SERVICE PRACTICE

Technical Services Managed Services
Control Automation Grounds Maintenance
Electrical Janitorial
Equipment Repair Food Service
Exterior Repair Interior Maintenance
Fire Safety Laundry
Flooring Pest Control
HVAC and Mechanical Security
17 Sep
Former IBM M&A Practice Leader Joins LockeBridge to Lead Technology Investment Banking Practice

For Immediate Release
September 17, 2019 

 

LockeBridge Capital Partners is pleased to announce that the firm has expanded its Technology and Healthcare investment banking practice with the addition of Mr. Jack Jacchino.  Jack joins LockeBridge after a successful career of over twelve years as the North American M&A Leader for IBM’s Global Business Services.  Jack was recruited by the CEO of IBM to initiate, build, and lead the corporation’s global business services practice.

Having completed over 250 acquisitions and 135 divestments, ranging in size from $5M to well over $1B,  during his thirty-year career Jack has proven to offer his clients sophisticated M&A advisory, joint venture and consulting services.

Refer to Jack’s Bio for more info.

Scott Waxler, LockeBridge Managing Partner, comments: “Accelerating adoption rates and shortening product life cycles require more responsive M&A and capitalization implementation. The pace of change in the TMT and Healthcare sectors will only continue to increase. With the addition of Jack to the team, LockeBridge is  positioned better than ever to promptly and efficiently assess, advise and execute on the rapidly changing transaction and capital demands of our clients .”

17 Sep
LockeBridge Expands Healthcare Facilities & Services M&A Practice with Addition of Four Industry Veterans

For Immediate Release
October 17, 2019 

 

LockeBridge Capital Partners is pleased to announce that the firm has expanded its Healthcare Facilities & Services investment banking practice with the addition of three industry veterans.

Changes in healthcare costs, reimbursement rates, and federal policies are impacting the plans of most healthcare participants. As a result, we have never been more active advising on M&A transactions, strategic partnerships, and financing alternatives across a range of healthcare verticals. LockeBridge clients range from early revenue companies raising capital to fund innovative healthcare IT initiatives to multi-billion-dollar international medical device companies seeking acquisitions and divisional divestitures to post-acute care facilities seeking to acquire, merge or divest.

 

WELCOME FOUR NEW LOCKEBRIDGE DIRECTORS
Healthcare Facilities & Services Vertical

David Carter, LNHA
David has been working with skilled nursing homes and healthcare operations since the mid-1980s. David’s mergers and acquisition advisory expertise is complimented by his experience as an administrator in 20 facilities across seven states as well as his leadership of numerous teams as a Regional Director of Operations.

David has successfully implemented cutting edge programs that created sustained stability in this ever changing and growing healthcare environment. David eventually became known as a change agent of facilities, implementing technology solutions resulting in increased efficiency and improved quality outcomes. David served 6 years as a Medic in the Ohio National Guard and is a graduate of The Ohio State University.

Vincent Brown
Vincent has built sustainable business solutions for healthcare providers, insurers, and investment banking and advisory services. Vincent loves to build exceptional businesses with outstanding people. He has held C-Suite leadership roles in several healthcare startups and owned management service organizations. One of Vincent’s numerous successes includes the co-founding of a healthcare technology company focused on chronic disease management and medical weight loss.   He was a Principal and Senior Vice President of Strategy and Business Development during his tenure.

Rick Marciniak
Rick not only has significant successes in raising capital and growth advisory, he is an accomplished executive with a strong portfolio of successes driving strategy, revenues and innovation for both early stage and mature organizations ranging in size from $1M to $4B.

With more than thirty years senior management experience building and managing brand and marketing communications departments for international agencies and corporations, Rick significantly impacted organizational growth and profitability by expanding core capabilities with new products, services, technology and personnel.

As a senior management consultant, he has leveraged that experience to bring a video technology start-up from $0 to $11M in the first 18 months and a healthcare services company from inception to publicly traded status in just under two years. Rick is a former board member of the International Foundation for Chronic Disabilities and the Boston Chapter of the Family Firm Institute.

Chris Walls
Chris has more than 35 years’ industry experience managing large operations and delivering complex services.  He is a veteran healthcare executive leader and expert in healthcare IT and hospital and medical practice technologies and services.

Chris has worked with some of the largest healthcare systems in the county such as Ardent Healthcare, Ascension Health and Anthelio Health Solutions in capacities such as President of Service Delivery and Global CIO. He has significant experience managing end-to-end solutions including IT infrastructure services, IT applications management, EHR optimization, Patient Engagement, Analytics, and Revenue Cycle Management.

Chris is an experienced board member, having held board positions with organizations such as Pulse Systems Inc., Venyu Inc., and Summit Technologies. Chris is also the author of numerous healthcare articles.

Scott Waxler, LockeBridge Managing Partner, comments “For non-healthcare sectors deep subject matter expertise within the vertical is often not necessary.  Within the healthcare sector however, industry specific expertise on matters pertaining to compliance, regulations, processes & methods and numerous other industry specific issues is often critical know-how for investment bankers. 

At LockeBridge our Directors not only have a thorough understanding of industry specific issues impacting the merger, acquisition and selling process, they have first-hand operational knowledge only garnered by those that have years of operational experience working with providers” 

18 Jul
LockeBridge Recruits Healthcare Industry Leader to Clinical Advisory Board

For Immediate Release
July 18, 2019 

 

LockeBridge Capital Partners and HydraCor, LLC, a LockeBridge banking and advisory services client, announced today that Dr. Charles Safran, an internationally renowned expert in applied healthcare informatics, has been named Chairman of the Clinical Advisory Board of HydraCor, LLC.

Dr. Safran is a Professor of Medicine at Harvard Medical School and the former chief of the Division of Clinical Informatics at Beth Israel Deaconess Medical Center. In 2014, he was awarded the Morris F. Collen Award, the highest honor given by the American College of Medical Informatics for his unique contributions to the field.

Scott Waxler, LockeBridge Managing Partner, comments; “Our strategy of offering deep subject matter expertise across multiple verticals is a major differentiator amongst middle-market investment banks.  LockeBridge offers clients unparalleled expertise within healthcare information technology, medical device and several other verticals, which can be invaluable when executing transactions and implementing growth strategies. By integrating growth advisory and transactional (e.g. M&A, capital raise) services under one roof LockeBridge has been able to materially increase the value of its clients’ businesses.”

According to Dr. Safran; “Industry leading healthcare providers increasingly recognize that it is not enough to deliver positive clinical outcomes and that they must improve the total patient experience in order to thrive in a fast-changing US healthcare system. I look forward to advising HydraCor on how to best meet this urgent need through the expansion of the AdvoCor® Platform’s clinical applications,” said Dr Safran.

Ryan Sawyer, HydraCor President, stated; “We are very pleased to add Dr. Safran as an advisor, as his deep knowledge of advanced healthcare informatics will provide invaluable guidance as the Company expands the innovative applications of the AdvoCor Platform to all phases of patient care.  LockeBridge’s  recruitment of Dr. Safran is exemplary of LockeBridge’s differentiated Growth Advisory Services and how they participate far more than typical banking and consulting services firms to advise middle market companies like HydraCor to better execute their growth strategies”, added Sawyer. LockeBridge Capital Partners is a Boston area investment banking firm advising middle-market companies, such as Hydracor, on mergers, acquisitions, divestitures, capital sourcing and growth consulting strategies.

More on Dr. Charles Safran
Dr. Charles Safran has served as the President and Chairman of the American Medical Informatics Association and Vice-President of the International Medical Informatics Association. He is an elected fellow of both the American College of Physicians and the American College of Medical Informatics. Dr. Safran was also Editor-in-Chief of the International Journal of Medical Informatics for two decades. Currently, he is a council member of the Health on the Net Foundation in Geneva Switzerland and a Director of Intelligent Medical Objects, a medical terminology software company that helps clinicians capture clinical intent. He serves on the scientific advisory boards of Datavant, a San Francisco based company organizing health data, and the Multiple Myeloma Foundation.

Dr. Safran has been teaching physicians and nurses to use information and communication technology to transform healthcare for over three decades. He is the Clinical Informatics track chair for the Harvard Medical School master’s program in biomedical informatics and the NLM informatics fellowship, as well as a professor with the Harvard Business School. Dr. Safran is a widely sought speaker on the future of healthcare technology, has testified before the U.S. Congress and has over 200 publications.

For more information contact: Bob Seltzer, LockeBridge Capital Partners, 617-510-0746, bob.seltzer@hydracor.net or bseltzer@lockebridge.com.

21 Mar
Metal Processing, Fabrication & Recycling

Although subject matter expertise in not a requirement for bankers operating in many verticals, LockeBridge believes that the metal industry represents an exception. A thorough understanding of industry specific issues such as inventory valuation, trading and hedging strategies and processing technologies is critical in evaluating and representing businesses operating in the metal markets.

 

ADVISORY EXPERIENCE

LockeBridge has substantial experience advising companies across various metal sub-sectors including recycling, fabrication, plating, capital equipment and brokering. We have published numerous metal industry related articles and have advised, sold and received offers from many of the most well-respected companies in the metal industry.

In addition to our experience in most manufacturing process steps (e.g. Plating, Welding, Machining, Forming, Cutting, Shearing, Rolling, Punching, Stamping) we also have significant experience in in most major metal end markets such as Building & Construction, Automotive, Electrical & Electronics and Industrial Machinery and Energy & Power.

19 Mar
LockeBridge Capital Partners Expands Metal Industry Investment Banking Coverage with Addition of Michael Locker

For Immediate Release
March 19, 2019 

LockeBridge Capital Partners is pleased to announce that the firm has expanded its investment banking coverage in the metal industry vertical through the addition of Michael Locker to its advisory board.

Mr. Locker represents a valuable addition to our metal industry vertical. He brings deep expertise which will enable LockeBridge to broaden the scope of its global representation. Michael is a subject matter expert in the iron and steel production and fabrication industries. For the last thirty years he has published a monthly newsletter, Steel Industry Update and has authored and directed dozens of steel and steel-related industry market studies. He has conducted over 150 joint labor-management projects at steel plants throughout North America and served as an expert in cases involving Inland, Bethlehem, National, LTV, Wheeling-Pitt and Republic Engineered Steel. Mr. Locker is frequently quoted in the trade press, as well as the Wall Street Journal and New York Times, and has presented to the Steel Success Strategies conference.

Scott Waxler, LockeBridge Managing Partner, comments “Deep subject matter expertise is critically important for bankers operating in the metal markets. A thorough understanding of industry specific issues such as inventory valuation, trading and hedging strategies and processing technologies is critical in evaluating and representing businesses operating within the metal sector”

Mr. Locker joins a team of three other members having significant metal industry transactional expertise in addition to expertise in forex and commodity hedging and trading strategies. LockeBridge has advised companies across various metal sub-sectors including recycling, fabrication, plating, capital equipment and brokering. We have published numerous metal industry related articles and have advised, sold and received offers from many of the most well-respected metal industry participants ranging in size from $10M to $950M in revenue.

13 Sep
Technology, Media & Telecom Investment Banking Experience
  • Advertising and Marketing

  • App Development

  • Cloud, SaaS & PaaS

  • Communications

  • Construction Technology

  • Customer Engagement

  • Data Analytics & Business Intelligence

  • Database Marketing

  • Digital Mapping / GIS

  • Digital Media

  • Document / Records Management

  • E-Commerce

  • Enterprise Workflow

  • Financial Technology

  • Healthcare Information Technology

  • Human Capital Management

  • Insurance Technology

  • Internet of Things

  • IT Services & Solutions

  • Mobile Devices and Technology

  • Payment Processing

  • Research/Consulting

  • Security and Security Software

  • Storage Technology

10 Sep
LockeBridge Business Services Investment Banking Experience

LockeBridge has been advising middle-market companies operating within the service sector since its inception in 2004. The business services sector is comprised of both professional and support services. Over the past few years, this sector has experienced strong underlying industry fundamentals, outperforming the general market.. The U.S. business services sector consists of over 400,000 entities with combined annual sales of close to $800 billion.

Business Process Outsourcing (BPO)
Facilities Management
Consulting Services
Marketing Services
Human Resource Outsourcing (HRO)
Information Technology (IT)
Transportation and Logistics
Value Added Distribution
Professional Services
Education & Training

BUSINESS SERVICES ADVISORY BOARD

James Linfield –  LockeBridge Managing Director, Founder and CEO of Capital MarketTeam, LLC, a commercial real estate and capital lending advisory firm.

Uri Ben-Yashar – Former Owner of National Maintenance Systems, an exterior facilities management company now owned by Kellermyer Bergensons Services, one of the world’s largest providers of Facility Support Services.

Richard Beldner – General Counsel for Kataman Metals, one of the world’s leading merchants of primary and secondary metals.

03 Sep
LockeBridge Building Products & Services Investment Banking Experience

LockeBridge has substantial experience advising companies across various building sub-sectors. In addition to Managing Directors with significant building industry M&A expertise, our staff also includes certified general contractors and managers with hands on experience.  Examples of the LockeBridge experience includes, but is not limited to:

MANUFACTURERS & DISTRIBUTORS       BUILDING SERVICES INFRASTRUCTURE
Aggregate and Concrete Demolition Aggregate and Concrete Supply
Composites & Engineering Materials Electrical Architecture / Design
Electrical Equipment & Supplies Energy Management Bridge Building and Maintenance
Fire and Security Systems Equipment Rental Contract Negotiation
Furniture & Accessories Excavation Electrical and Piping
HVAC Fixtures & Equipment Facilities Maintenance Environmental Exposure and Impact
Large Scale Construction Equipment Fires Safety, Detection and Prevention Equipment Procurement
Masonry Material and Supplies Historical Preservation Excavation
Plumbing and Electrical Supplies HVAC Geo-Monitoring Services
Siding, Roofing & Insulation Inspection High Voltage Cabling / Distribution
Tools and Hardware Landscaping & Plowing Information Technology
Trusses & Framing Painting & Stucco Steel & Concrete Fabrication
Wallboard & Lumber Security Monitoring and Installation Waste Management
Windows, Doors & Related Parts Striping & Paving Water Treatment & Pollution Control

 

BUILDING PRODUCTS ADVISORY BOARD

Scott Hansen –  LockeBridge Managing Director, former CFO of LPL Financial and Director at Lehman Brothers. Scott is a designated LEED AP (Leadership in Energy and Environmental Design Accredited Professional) and a licensed MA construction supervisor.

Uri Ben-Yashar – Former Owner of National Maintenance Systems, an exterior facilities management company now owned by Kellermyer Bergensons Services, one of the world’s largest providers of Facility Support Services.

Richard Beldner – General Counsel for Kataman Metals, one of the world’s leading merchants of primary and secondary metals.

 

SELECT PUBLISHED INDUSTRY ARTICLES

Building Supply and Service Companies Face a Difficult Decision – Should I Sell or Should I Grow, Scott Waxler, LockeBridge Capital Partners, Walls & Ceilings

Metal Industry Owners Face a Difficult Decision – Should I Sell or Should I Grow, Scott Waxler, LockeBridge Capital Partners, Recycling Today

Metal Industry Valuations – How Have Unprecedented Metal Prices Affected the Value of Your Company?  Scott Waxler, LockeBridge Capital Partners, Recycling Today

22 Mar
Selling Your Business to a Billion Dollar Acquirer

I have recently had the pleasure of negotiating the sale of several mid-market transactions (values between $10M – $100M) to multi – billion dollar acquirers. On some deals LockeBridge identified the Buyer, but on others we were called in after there had been multiple conversations between the Parties. One thing each of these deals had in common, 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. In most cases a person in charge of Corporate Business Development or M&A does the negotiating and in most cases their performance bonus is at stake!

I have witnessed various buyer tactics.  In some cases the perspective billion dollar buyer employed the  “wining and dining” approach,   other times I was seated  in a stark conference room with no food or drink eyeballing  six suits from various disciplines all seated on the other 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 emotion or passion on my side of the table.  The reward was a closing bonus and maybe a few pats on the back.

It’s just the opposite when we are representing the closely held private business.  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 client,  you can bet there is passion. Often times the premium price we extract from the Buyer is life altering for our client.  When it is done right, which of course is the vast majority of times, it is one of the best “feel goods” I have ever experienced. 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 financially and emotionally 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 the billion dollar buyer makes an offer on a small business there are probably some very signficant synergies.   Extracting the premium from the Buyer, reresented by these syngeries, 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 an acquistion. The “make or buy” decision.  So, even though you may be the only company in the world which does what you do, there is potential competition from the Buyer doing it himself (the “make” decision).

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 into 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 the others on the advisory team. Also 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  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 without the salepeople changing their call pattern. How much premium do you think that your company may be worth to the Billion Dollar Buyer 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 and extract the value of the deal synergies resulting in a premium purchase price?

Stay tuned.  The foregoing will be discussed in upcoming articles.