Written by Frank Walker
Middle market Merger & Acquisition ("M&A") activity (defined as less than $1 billion in sales and less than $50 million in EBITDA) has been robust for the last five years and has continued in 2006 with over 3,500 transactions valued at over $356 billion through November 2006. A combination of favorable credit markets, increased corporate profits and unprecedented levels of private equity are fueling both the volume of transactions and premium valuations.
These market characteristics have led many business owners to consider selling their companies. Selling a business is a monumental decision from both a business and personal standpoint. However, even the best run companies may not be ready to initiate the sale process. Selling a business for the right price and terms takes an understanding of the universe of buyers, what they want in an acquisition target, proper representation and above all else - preparation. To get started, consider the following:
What Buyers Want
This red hot market should not be misconstrued as an easy street to an "uneducated buyer" who will pay too much for your company. In reality, most buyers have become more disciplined in their approaches and criteria for acquisitions. Growth through acquisitions has always been a risky strategy for buyers as roughly 50% of all acquisitions fail to deliver planned financial returns. This inherent risk coupled with greater demands for accountability and transparency have contributed to this discipline.
In recent years, the Financial Accounting Standards Board (FASB) has changed the way acquirers account for acquisitions with the adoption of SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets." In addition to changes in accounting for intangible assets and goodwill, SFAS 141 requires the financial statements to disclose the reasons for the acquisition, how the price was determined and, specifically, what has been acquired. Under SFAS 142, goodwill is no longer amortized but rather reviewed each year for impairment, which will commonly include an analysis of current and future cash flows. These changes have created greater visibility into underperforming acquisitions as well as the potential for greater earnings volatility.
Although not originally intended for private companies, the Sarbanes-Oxley Act of 2002 (SOX) has also changed the way public companies and many private equity buyers view acquisitions. Public companies are now keener to review the internal control environment of a private company when determining the suitability as an acquisition target. Likewise, private equity buyers are placing higher valuations on companies that are closer to being SOX compliant, as common exits include initial public offerings or sale to a public company.
Generally, a seller and his/her executive team need a minimum of one year, preferably two or more, to make improvements or change direction. Sellers need to understand who their prospective buyers are and what constitutes value to the buyers. Although buyers have different strategic or financial reasons to purchase a company, there are certain basic criteria on any buyer's scorecard. The better your "score," the greater the likelihood of completing a successful sale and getting a premium valuation. The following Shareholder Value Scorecard highlights key value drivers, measurements and what buyers want.
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Value Drivers |
What Buyers Want |
Sellers Need to Show |
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Revenue
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Profitability
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Client Satisfaction
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Human Capital
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Intellectual Property
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Financial Reporting |
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It is not surprising that most buyers want stable, growing revenue streams that generate predictable profits. Aside from the value of proprietary technology or a strategic asset, there is little mystery in the way most companies are valued. Valuations are typically expressed as a multiple of trailing cash flows or the present value of the expected future cash flows. Although determining a value is often reduced to simple math, the buyer's investment thesis is often supported mainly by qualitative factors.
The nonfinancial measures are generally the factors that make or break a buyer's ability to support their investment thesis. Happy, growing clients served by a competent management team with the ability to handle future growth from an operational, technological and financial standpoint are the major underpinnings to a premium valuation.
Be Prepared
Most business owners are highly skilled at selling their products or services but struggle when it comes to the most important sale of their lives. A company scorecard should be tailored to the company's industry or business with responsibilities assigned to individual members of the executive team. Progress against the plan should be measured monthly.
Having advisors with extensive transaction experience and market knowledge onboard early in the process can greatly enhance the planning and preparation process. The team may include investment bankers, accountants and lawyers who can use their extensive transaction experiences to help guide you through the process.
As the Shareholder Value Scorecard indicates, there are many considerations in preparing for a sale. However, the best place to start is within the foundational areas such as:
Avoid Deal Killers
Often it is what you avoid that makes you successful. The "unexpected" is the most common deal killer for buyers. Common surprises that can kill any deal include:
One effective way to avoid surprises is to start with the due diligence process in mind. Due diligence, or the process by which a buyer validates assumptions, quantifies risks and determines organizational "fit," will be one of the final and most difficult tests to pass before completing a sale. Prepare for it. Think about all the documents, analyses, financial statements and customer and management reviews that will occur as a part of the process. Be clinical about how you assess your business and meet these issues head on. Every business has issues. Deal with yours in advance and be prepared to present them to the buyer on your terms. Don't let them become deal killers that a buyer uncovers in the due diligence process.
Growing a business to a point where it is an attractive acquisition candidate takes tremendous skill and even more effort. Every owner wants a sale to properly reward the culmination of these efforts. Maximize your reward through proper preparation.
Frank Walker is a partner in Beers + Cutler's Transaction Advisory Services practice. This group works with buyers and sellers on financial and tax due diligence, transaction structuring and integration consulting assignments. For additional information, please contact Frank Walker at 703 923 8237 or fwalker@beersandcutler.com.