M&A

Category Archives:M&A

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Transitioning Your Business is a Team Sport

Most business owners only sell a business once in their lifetime, and for many it is the largest single financial transaction they will ever take on. Therefore, it is important to have the right team of trusted advisors to ensure it goes smoothly. There are a number of reasons to have such a team:

  • You’ve probably never been through the process before and don’t know what is involved.
  • It can be a very complex and emotional process, so having people who have already been there and understand what is customary or unusual to guide you through the process is critical.
  • Your team can keep things on track and deal with issues (and there will be issues) as they arise.
  • The process of selling a business is a full-time job and can be draining to do on your own—especially when you’re trying to focus on running your business at the same time.

At minimum, you should consider the following types of advisors to include on your team:

Investment Banker

The investment banker quarterbacks the selling process and is involved with every step from initial valuation to closing and beyond. An investment banker who is experienced with your industry and the size of your business can help find the right buyers (confidentially), maximize value by generating multiple offers, negotiate deal terms, and manage the due diligence and closing process. A good investment banker can also help you determine the right time to sell based on the growth forecast of the business and your personal financial goals.

Deal Attorney

Your deal attorney (preferably one who has experience with M&A deals of your size and nature) will get involved with more than just writing the Purchase & Sale Agreement, so they should have experience negotiating legal details and managing the legal aspects of due diligence and document flow leading up to closing. They will also be involved with evaluating letters of intent, advising on employee agreements and matters, and other legal issues involved in a business transition.

Financial Advisor

A financial advisor is key since you, your family and your investors can only go through the process of selling your business once. Along with your accountant, your financial advisor can advise you on capital gains taxes, estate taxes and personal matters such as philanthropy and gifting. Before deciding to sell, you need to have a comprehensive financial plan in place that includes input from your financial advisor, valuation from your investment banker and tax input from your CPA.

The tax implications can be very complex in business transactions and they have a significant impact on how much money you get to keep in the end. Insight from a CPA with deal structuring experience is important because they can help structure the deal in a way that minimizes your tax burden. You should also have your financial statements reviewed, at a minimum, by your CPA early in the process. A buyer may even require a quality of earnings report, so ensure your financial statements are in good shape before starting the transaction process.

In addition to the qualifications listed above, you should feel comfortable working with your advisors and have a good personality fit. Transitioning out of a business can be a very emotional process and can easily take 6-12 months to complete. During the many ups and downs, you need advisors you can confide in and who put your interests first.

Begin assembling your team as much as 2-3 years in advance of your planned transition date. It takes time to find the right advisors, experts you feel comfortable working with and who are right for your situation. The earlier the better in the case of a financial advisor and an investment banker—these two advisors can provide valuation and planning advice early on to help you figure out your financial and non-financial objectives after the transaction. You can only do this once, so make sure the timing is right.


Speak with an expert about transitioning your business.

John O'DoreEd Kirk


 

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Selling Your Business: Recasting Adjustments

 
By Ed Kirk, Managing Director
 

Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) is often used as a basis for determining the value of privately held companies. It allows a company’s value to be estimated based on other transactions that have taken place with similar size and characteristics.
 

Using EBITDA allows for an analysis of the profitability of a company regardless of the capital structure or the tax strategies employed. In order for EBITDA comparisons to be useful, however, adjustments need to be made so the resulting number is representative of the true earnings capacity of the business, which allows for an apples-to-apples comparison.
 

This process uses the past to help predict the future, so the key is to examine and account for income and expenses that a new owner can reasonably expect to not encounter regularly moving forward. To reach the true value of the business, you must weed out unusual or non-recurring events that create a skewed value. The Houston Chronicle uses the following example to explain recasting:
 

Your business might own a single parcel of land. If you sold that land, the gain from the sale would go on your income statement and would increase your profit for the year. But the land sale would be a one-time event—an aberration. You won’t be selling more land in the years to come, so that gain isn’t repeatable, and your profit for the year is abnormally high. On a normalized income statement, you would remove the land sale, along with all other one-time, unusual or nonrecurring items. The only items that would remain on the statement would be the revenues and expenses directly related to the normal operations of your business.

Recasting is exceedingly important to determine a realistic value for your business and to make sure you’re not severely undervaluing or overvaluing your biggest asset. Be sure to keep clear records so a potential buyer can see exactly what you recast and why.
 

Typical Adjustments

Typical recasting adjustments to arrive at an adjusted EBITDA include:
 

Basic Adjustments

  • Interest
  • Depreciation
  • Amortization

Adjustment to Market Rates

  • Owner salaries and bonuses
  • Rent (if real estate is owned—in other words, if you own the real estate the company is occupying and do not pay market rent, you must account for the rent that the new business owner will pay)

Non-recurring Expenses

These are one-time or unusual operating expenses generally not expected to recur in the future, such as:

  • Legal, accounting or other professional fees for lawsuits, audits, special projects or similar events
  • Moving expenses if the company relocated or expanded (estimates are okay since these may be hard to track)
  • Major upgrades to computer systems or similar that could have been capitalized
  • Repairs due to major disasters, such as fire, flood, etc.

Discretionary Expenses / Owner Perks

These must have nothing to do with the business and should be large enough that they don’t get lost in the rounding. They can include:

  • Owner health or life insurance
  • Owner retirement contributions
  • Personal vehicle expenses
  • Charitable contributions
  • Personal trips or entertainment expenses
  • Salary payments to family members who are not involved in the business

Bonuses, retirement plans and other benefits for employees are not discretionary. If employees receive these on a regular basis, they consider them part of their compensation and taking them away will be viewed as a pay cut.

Once you’ve made these adjustments, the end result should be an adjusted EBITDA that is an indicator of the future profitability of the company.


Speak with an expert about transitioning your business.

John O'DoreEd Kirk


 

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Numbers on stadium seats

Multiples in Business Valuation, Part Two

 
As the number of businesses for sale increases, so does demand for information about valuation. This insightful post originally appeared on OneAccordPartners.com; we are posting an updated version here with permission.


By Ed Kirk, Managing Director
 

In my last valuation post I explained how profitability, either historical or projected, can be used to get a sense for a company’s value. The result is a theoretical value that may benefit from some real-world validation. Valuing a company by comparing it to transactions for which the market value is known is called the market approach. The keys to using this approach lie in knowing where to find comparable data, understanding how to interpret the information and applying the results to each individual situation. I’m going to briefly touch on all three of these issues.
 

Where to Find Comparable Data

Comps can come from either public or private transactions. The challenge with private transactions is that they’re, well, private. Fortunately, there are a variety of resources to tap into, including databases like Pitchbook, Done Deals and Pratt’s Stats. In fact, there are no less than 20 databases that compile deal details. Additional sources of transaction information can include other business owners, M&A advisors, attorneys, CPAs or other advisors who are involved in deals. In addition, there are some reliable sources, such as CapIQ and GF Data, for deals involving private equity groups for transactions as small as a few million up to hundreds of millions in value.
 

How to Interpret the Data

Market data is far from perfect, but can be very useful as long as you use it with caution.

Finding information is the easy part; making sense of it is the hard part. Market data is far from perfect, but can be very useful as long as you use it with caution. Keep in mind that transaction data for private deals is self-reported (usually by intermediaries or private equity groups) and the information may or may not include all of the relevant details. For example, does the value of the reported transaction represent an all cash deal? Or is stock, contingency payments or a seller note involved? Are accounts receivable, inventory or other working capital included? Is it a stock or asset sale and how is the deal structured for tax purposes? Could it be a synergistic or fire sale? And so on.
 

Transaction details from publicly traded companies are readily available since they’re required to report certain information to the SEC. Data from public transactions can be useful, but keep in mind that large, publicly traded companies are generally less risky, more diverse, have deep management teams and are highly liquid. In fact, you can buy and sell shares the same day (or even the same minute!) while racking up less than $20 in fees. Try that with a privately held business. To put this risk difference in perspective, the S&P 500 Enterprise Value to EBITDA ratio (basically a private company’s market value to EBITDA multiple) historically ranges from about 8-12X. Most privately held businesses are going to trade at about half that of the S&P 500, so 4-6X give or take.
 

Applying the Results

Don’t make the mistake of deriving private company value from publicly traded P/E ratios. P/E is a different animal since P includes cash and debt, among other things, and E is after subtracting interest, depreciation and C-corp taxes. The small coffee roasting company that attempts to get a sense of value from looking at Starbucks’ P/E multiple is going to be way off base. Despite these differences, data from public transactions in the same industry can be useful as long as you make appropriate interpretations and adjustments.
 

Conclusion

Understanding value and, just as important, explaining value are critical elements of successful transitions.

The market-based approach to valuation is a great tool for determining market value, just make sure you understand the source and limitations of the information. Using market data along with the income approach and various accepted rules of thumb allows for different perspectives that should all prove useful in deriving a company’s value.
 

All businesses will change hands at some point, it’s just a question of when, to whom and for how much. Surveys have shown that the number one reason sales of privately held businesses fall apart is unrealistic expectations of value by one or more parties involved. So understanding value and, just as important, explaining value are critical elements of successful transitions. Develop realistic expectations, worry less about the multiple and focus more on your goals and the business fundamentals—especially if you’re in the early stages of building your business or have quite a few years before a transition. And remember, there is purpose beyond the multiples.


Speak with an expert about transitioning your business.

John O'DoreEd Kirk


 

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Numbers

The Role of Multiples in Business Valuation

As the number of businesses for sale increases, so does demand for information about valuation. This insightful post originally appeared in two parts on OneAccordPartners.com; we are re-posting it here with permission.


By Ed Kirk, Managing Director
 

We’ve all heard of multiples or rules of thumb that help benchmark a company’s value—four times earnings, six times free cash flow, etc. But what do these multiples mean and how do they relate to valuing businesses?
 

Formal business valuations are conducted for a variety of tax and legal reasons and the IRS and courts have provided guidance and rulings for reference. These types of valuations are required in many situations but are generally not necessary for estimating the price a company is likely to fetch on the open market. Different methodologies lead to different results because valuation is both art and science. These methods rely on judgment and experience and can yield a wide range of conclusions based on the perceived risks and potential opportunities in each case. In other words, value is subjective.
 

Extensive books, courses and careers have been dedicated to business valuation, but my intent in this post is to provide a high-level overview of the factors that go into valuing privately held businesses for the purpose of facilitating a smooth transition of ownership down the road, regardless of the company’s current stage or direction. Often, valuations of this kind rely on multiples of historical earnings.
 

Multiples: Shortcuts to Valuation

We rely on multiples in valuations for many reasons, including:

  • They’re fairly easy to calculate and understand
  • It’s easy to make comparisons between related companies
  • Data may not be readily available for a more detailed valuation
  • A formal valuation simply may not be necessary or worth the cost and effort since formal valuations can be complex and may not produce a more accurate answer anyway, depending on the situation.
  • They can produce very reliable results if properly applied

Multiples are shortcuts. They take into account patterns you see across an industry and give you a way to arrive at what is likely an accurate range of values without having to go through extra steps. While shortcuts are not necessarily bad, it does help to understand their strengths and limitations. Back in the day when I was a college summer intern at an Army Corps of Engineers construction project in New Mexico, the project manager once told me to walk around the site with a tape measure and just measure things at random. The idea was the construction workers would see me and figure I knew what I was doing. I’m not sure I elevated the status of summer interns with this tactic, but it sure made me look relevant. In some ways, using multiples as rules of thumb in valuation is a little like the tape measure—a great tool, but far more effective when you understand what the measurements actually mean.
 

Three Common Methods

There are three methods frequently used in valuing private companies. The asset approach is, believe it or not, based on asset value, which is simply the market value of all assets minus the market value of all liabilities. Generally, this applies to companies with little to no profits or a low return on assets. The second method, the income approach, is based on how much income the company generates. This means the value is derived from the risk-weighted return on investment that the company provides, just like most other financial investments. The third method, the market approach, relies on comparing a business to the known value of other, similar companies which have recently changed ownership.
 

The income and market approaches are widely used methods for valuing profitable companies. Their strength is that they both incorporate fairly robust quantitative analysis and time tested methodologies to calculate value. The drawback is they both rely on assumptions, judgment and less than perfect information. Accuracy is more important than precision when it comes to business value, so the right multiple correctly applied can give as good or better an indication of value than a detailed discounted cashflow model with unrealistic projections.
 

Regardless of the method used, business fundamentals are always going to be central. Some of the most common value drivers include outlook for growth, margin strength, revenue diversification, management strength and depth, quality of financial statements and customer retention to name just a few. Focus on what you can influence and realize that it takes time to build value. There are some things that are out of your control, such as the health of the overall economy, but you can increase value either by increasing revenue and profits or by decreasing perceived risk.
 

Income, Market and Multiples

In a prior life, I was involved with M&A work in the oil industry for ConocoPhillips, and I saw many substantial deals at least get narrowed down to the final few buyers simply based on eight times net cashflow. This seemed to be an industry standard unless there were unusual circumstances involved. Don’t get me wrong, management required a thorough discounted cashflow analysis before final approval (no need to sell your oil stocks!), but there was some validity to using rules of thumb. I mentioned above that there are three widely used methods for valuing privately held companies—the asset, income and market approaches. Let’s look at the income approach in more detail.
 
Income Approach Theory and Future Income
 

The theory behind the income approach is that an investment is worth the value of the expected future income discounted back to the present at a rate appropriate to the riskiness of the investment. Discounting is the process of determining the present value of a future stream of income. For privately held businesses these discount rates are frequently in the 20-30% range to account for the inherent uncertainty associated with future income streams of private companies.
 

The challenge with using future income to measure value is coming up with a reliable forecast. Nobody knows what income a business will bring in the future. Since we don’t have a crystal ball to tell us, we rely on either historical financial performance or realistic, supported projections (or a bit of both) to estimate the future income of a business. The reason for using past performance to predict future performance is that it’s based in fact. I can look at a business’ past performance and see without a doubt, in black and white, the income it brought in over time. If I see a positive trend of more income over time, I have reason to believe the business may continue in that direction. Valuations of this kind commonly look at the business’ performance over the last 12 months or so, but it’s also a good idea to look at trends over a longer term, ideally a full business cycle, to see how the company performs in both favorable and unfavorable conditions.
 

For most established companies, past performance is the best indicator of future performance unless there are specific, tangible reasons to believe otherwise (new markets, products, patents, contracts, etc.). Business owners often tell me that the value of their business should be based on potential and, even though it might be a 20-year-old company with flat growth, they believe all the new owner needs to do is increase marketing or hire a couple of sales reps and profits will skyrocket. Without a proven track record, I have no way to measure the company’s real potential and cannot base value on a hunch with no data to support it. There’s also the case where a company has grown profits 20 percent per year for the past few years and the owner believes the value should be based on the assumption that the business will continue growing at the same rate. To put that in perspective, 20 percent annual growth implies the company will be six times its current size in 10 years. Though technically not impossible, this is unrealistic. Sustainable, supported, realistic forecasts are essential for deriving a sensible value.
 

In the case of early-stage companies and those going through a turnaround, projections will be more important than past performance, but you can also expect a higher discount rate because of the greater risk involved with forecasts that are not in line with historical performance. So the more you can prove the market potential, even if it’s just a few years of growth, the more valuable the company is going to be. For you Shark Tank fans, this should sound familiar.
 

Income Streams

The other part of the equation is determining what income stream to measure. EBITDA (earnings before interest, taxes, depreciation and amortization) is commonly used because it allows for comparison between similar companies regardless of capital structure or tax strategies employed. However, multiples can be applied to a variety of benefit streams including revenue, gross margin, operating income or net cashflow, depending on the industry and situation.
 

So how do discount rates and projected income relate to the multiples?
 

The simple answer is that the inverse of the discount rate minus the growth rate is the multiple. For example, a 25 percent discount rate applied to a company with 5 percent long-term, sustainable EBITDA growth equates to a value of five times EBITDA. For the mathematically oriented, that’s 1/(25%-5%). Yes, discount rate minus growth rate is a capitalization rate commonly used for real estate valuation. The only complexity in applying this to business valuation is that income from most companies rarely grows in a linear, predictable fashion, but the concept is the same (that’s also why Excel has a net present value, or NPV, function).
 

Multiples are great shortcuts to value, as long as you understand what they represent. Be realistic about your assumptions and don’t be afraid to validate them with feedback from others.
 


John O'DoreEd Kirk

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Empty conference room

The Pros and Cons of the ESOP

Business owners looking to exit their business are often curious about setting up an Employee Stock Ownership Plan. An ESOP basically allows an owner to sell the business to his or her employees, who then become shareholders of the company. This can be an attractive option when you read about the potential tax benefits and implications for your employees–not to mention your legacy–but proceed with caution. ESOPs are not a good move for every business. They are complex, expensive and, for some businesses, not viable. ESOPs can also open a business up to legal action, so be sure you understand the risks of an ESOP and know your options before moving forward.
We’ll lay out some basic information in this post, along with some of the pros and cons. If you’re considering an ESOP, be sure to research your options thoroughly with the help of your trusted advisors before deciding the best option for your business.
The ESOP was invented in the 1950s, though it was largely unheard of until the 1970s. The basic idea was to sell shares of the company directly to employees. This served as both a reward for years of hard work and motivation for employees to act in the best interests of a company in which they were literally and figuratively invested. The first ESOP was a protective measure meant to preserve the legacy of a newspaper business when its owners retired. Today the ESOP is the most common form of employee ownership in the U.S.

Advantages of an ESOP

ESOPs are an attractive option for several reasons.

    • Built-in Buyer

For the large number of baby boomers looking to sell their businesses, an ESOP can solve the contentious issue of finding a buyer in a market on its way to saturation with businesses for sale.

    • Tax Advantages

ESOPs can offer a number of tax advantages—provided the business meets a long list of regulations. And while setting up an employee stock ownership plan is very expensive, it can be less costly than selling the business, depending on the business, its structure and a long list of other factors.

    • Employee Ownership Within Reach

For employees, an ESOP represents an opportunity to take ownership of the company, potentially with little upfront personal expense.

    • Both Owner and Employee Benefit

Middle-market companies can usually accomplish their ESOP goals with a carefully planned exit strategy. The ESOP then has the potential to reward key managers and employees for their performance and loyalty while maintaining the legacy and stability of the business. The company remains in the hands of people the owner knows and trusts. This can reflect very well on the owner who chooses to put his or her employees at the helm and sale to an ESOP can be gradual or all at once, giving the owner flexibility in how to exit the business.

Disadvantages of an ESOP

As attractive as all this may sound, ESOPs are not for everybody. They come with exacting conditions and many limitations and liabilities. Your company’s ability to utilize an ESOP depends on its structure and not every company meets the legal requirements necessary to institute such a plan. The tax benefits, while attractive, are also carefully regulated and depend on their own variables, including the structure of the business.

    • High Expense

ESOPs are extremely complex and comparatively expensive to administer. For the simplest plan, an owner can expect to pay a minimum of $40,000 just to get the ball rolling. For the life of the plan the business will encounter legal, administrative, compliance, valuation and trustee fees due annually to third parties. There are also transaction fees surrounding the addition of new employees and the retirement of established ones.

In addition to these fees there’s the matter of repaying the loan that bought the shares in the first place, because in an ESOP a trust borrows money to buy the company and then uses cash to repay that loan.

    • Lower Valuation

When an ESOP purchases the shares of a business, it does so based on a theoretical valuation report from a qualified firm. This valuation can be significantly lower than what a competitive selling process could achieve with multiple interested buyers and investors. It depends on the business, but in the majority of cases a company can receive a valuation for the purpose of selling 20-30 percent higher than an ESOP valuation.

    • Draining Resources

These fees and payments, plus the repurchase obligations of an ESOP, mean less cash is available to invest in growing the business, hiring talent, exploring new markets, etc. The constant strain on cash flow and liquidity can stifle the business’ ability to invest in growth and innovation, which now take a back seat to funding the ESOP.

    • It’s Complicated

ESOPs are extremely complex and getting an unbiased opinion about them from the industry is challenging because many of the parties involved benefit in the form of third party fees. To avoid conflicts of interest, many plans hire an independent trustee to serve participant interests as well as outside firms to manage plan administration and record keeping. On top of this, Fiduciary Liability Insurance is recommended to protect the business against any claims of mismanagement of employee benefits.

    • Legal Liability

Despite these precautions, the number of lawsuits associated with ESOPs are on the rise. And if an ESOP fails, it can create significant legal risks for the trustees.

    • No Turning Back

ESOPs are very difficult to unwind because participants have broad voting and shareholder rights. A single participant has the ability to derail a fair transaction. Even raising capital is problematic, as new investors often prefer to avoid diluting employees’ shares or opening themselves up to lawsuits claiming they undervalued the equity of the company.

The Bottom Line

Ultimately the decision of whether an ESOP is right for you depends on your unique situation. It could be ideal or it could be a legal disaster. There is no formula. Only a careful look at your personal situation can determine what’s right for your business.
Like any business transition, setting up an ESOP takes time and planning. With so many regulations and complex requirements, talking with a professional first to determine the best path for your business will save you time, money and legal trouble. If you’re wondering whether an ESOP is right for your business, give us a call. OneAccord Capital specializes in the sale and acquisition of small to medium sized businesses in the Pacific Northwest and can help you decide whether an ESOP is a good option. Contact us today via email or call 425-250-0883 to speak with an expert about your transition plan.


Speak with an expert about transitioning your business.

John O'DoreEd Kirk


 

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