2023 holds a positive outlook for middle-market business valuations. Results of the survey, 2023 M&A Outlook from Citizens M&A Advisory show good signs for company performance and high motivation for growth this year. The annual survey polls 400 leaders of US middle-market companies with $50 million to $1 billion in revenue and private equity firms actively buying and selling companies in the same revenue range.READ MORE >>
Several important factors play into the deal-making process if you are a business owner considering a merger and acquisition for your lower- to middle-market company. Timing is often one of these factors.READ MORE >>
The COVID-19 pandemic has impacted businesses of all sizes, affecting the value of many of those businesses. The Coronavirus Aid, Relief, and Economic Security (CARES) Act was created by the U.S. government to get businesses through the pandemic, and includes the Paycheck Protection Program (PPP), which is designed to give private businesses access to cash so that they can continue to pay employees and cover other expenses, such as health insurance, rent/mortgages, and utilities, over a 24-week period. The loans contain provisions for forgiveness as long as the company meets certain requirements and certifications. The PPP loan and its associated forgiveness have impacted how company valuations should be determined for the recipients.
For company valuation purposes, there needs to be an understanding of the reasons that the business got the PPP loan. The loan could indicate that the company has been under duress. Because of this, past financial statements may not accurately represent the future of the business.READ MORE >>
Many factors can impact middle-market M&A deal making, but one of the most significant issues that can affect closing is a valuation gap between the seller and buyer. This tends to be more common during a seller’s market because business owners with successful companies are inclined to wait for the best offer, versus a buyer’s market that occurs when there are fewer buyers, which motivates sellers to jump at an offer. Unrealistic expectations about valuation multiples often stem from the comparison of a mega deal to a middle market deal—a situation under which the same multiples are typically not going to apply.
There is also often a disparity between what a seller needs to maintain their retirement lifestyle and what value can be extracted at the time of the sale. There may be differences between a buyer’s offer, what they pay, and what the seller ultimately receives, as taxes are always a factor in a transaction. Additionally, the timing of the deal and the perception of risk regarding future growth and earnings flow for the business can play a major role in the size of the valuation gap. Selling a business is a highly complex process and it comes with great emotional implications for a seller. Emotional ties coupled with overt optimism can easily cloud one’s vision when it comes to the actual value. As a business owner, you put in a great deal of work starting your company and building it into what it is today. In contrast, selling that business is completely unchartered territory for most owners. When you are looking to sell, you need to be realistic regarding the company’s current value and its growth rate, and what the buyer will be getting out of their investment. Buyers are not going to recognize the hard work you put into starting the business in the same light that you do. All that work you did in the beginning is not on their radar—they are going to be focused on their returns.
Valuation gaps also result when private equity firms and strategic buyers compete for quality investments and relatively inexpensive financing is available. This can be both good and bad for middle-market business owners. Significant buyer interest creates considerable competition for quality deals, which is great. But at the same time, if the market is hot and demand is high, unrealistic valuation expectations and skewed perspectives can result in a valuation gap.
This is why a thorough evaluation of a business is so crucial to the M&A process. A good M&A advisor will take meticulous steps to best determine an accurate current business enterprise value, while also managing the seller’s expectations of a valuation range before going to market. So, if you are a business owner, and you plan to approach buyers without professional M&A representation, you need to understand company valuation gaps, your intrinsic risks as a seller, and how to bridge these gaps. This can require a great deal of education on your part and can be very time consuming. Or you can simply enlist professional M&A advisory expertise and have the peace of mind that the fate or your business is in the best possible hands. The best advisors will work diligently on your behalf to help you attain your goals for your business and your financial future. It requires a team with proven experience, resources, and best practices to successfully navigate the many legal, accounting, due diligence, and marketing considerations involved in arriving at an accurate and realistic company valuation and getting a quality deal done.
Engage Our Expertise
Our top-notch M&A analysts at Benchmark International can help you with your company, from creating growth strategies to selling it for maximum value. Set up a time to talk with us and we can determine what solutions are best for you and your business.READ MORE >>
When it comes to valuating a business, a major distinction is whether the company is privately or publicly held. For a publicly traded company, calculating the market value is somewhat simple: just multiply the stock price by its outstanding shares. For a private company, determining its worth is a much more complicated process because the stock is not listed and there is zero regulated public financial reporting. For these reasons, private company valuations must be based on a series of estimations, which can be well founded when done properly. There are several different approaches to calculating the market value of a private business. You can choose to one singular method, but using each method of assessment together can form a more complete picture.
Comparable Company Analysis (CCA)
CCA is a common way to assess a private company’s value. Under this process, publicly traded companies that are most similar to the private company are identified. The similarities must reflect the companies’ sector, size, competitors, and growth rate.
Upon establishing an industry grouping of similar companies, their valuations are averaged to paint a picture of where the private firm fits among its peers. These averages are calculated on aspects such as cash flow, operating margins, and assets. CCA may also be referred to as trading multiples, peer group analysis, equity comps, or public market multiples.
If the business being valued operates within a sector that has witnessed several recent mergers, acquisitions, or IPOs, the financial information and value determinations from those transactions can be used to help calculate a valuation based on consolidated and averaged data. While useful, precedent transactions become dated as more time passes since they occurred.
Enterprise Value (EV) Multiple
Also known as private equity valuation metrics, the enterprise value multiple tends to offer a more accurate valuation because it includes debt in the assessment. The EV multiple is calculated by taking the enterprise value (the sum of its market cap, value of debt, minority interest, preferred shares deducted from cash and cash equivalents) and dividing it by the company's earnings before interest taxes, depreciation, and amortization (EBIDTA).
Discounted Cash Flow (DCF)
The estimated discounted cash flow approach is a fairly detailed method of valuation. It compares the discounted cash flow of similar companies to the company being valued. The revenue growth of the company is estimated by averaging the revenue growth rates of similar companies. This process can be challenging depending on the business’s accounting methods. Personal expenses are sometime included in the financial statements of private companies, which can affect the estimation.
Once the revenue is estimated, any anticipated changes in operating costs, taxes and working capital are estimated, allowing for the calculation of free cash flow, or the operating cash remaining once capital expenditures are deducted. Investors often use free cash flow to determine how much money will be available to give back to shareholders in dividends.
Next, the peer grouping of companies are assessed to calculate their average beta (the market risk of a company without the impact of debt), taxes, and debt-to-equity ratios. In the end, the weighted average cost of capital (WACC) must be determined. This factors in the cost of equity using the Capital Asset Pricing Model, the cost of debt using the company’s credit history, capital structure, debt and equity weightings, and the cost of capital from the peer grouping of companies. Calculating capital structure can be challenging, but industry averages can help, keeping in mind that the costs of equity and debt for a private company will likely be higher than that of its publicly traded counterparts. The WACC furnishes the discount rate for the private company. By discounting its estimated cash flows, a fair value can be assigned.
This method of analysis is less common within the corporate finance world. It assesses the actual costs of rebuilding the business, ignoring any value creation or cash flow generation. It is merely cost equals value.
Ability to Pay
Under this valuation approach, the maximum price a buyer can pay for a business while still reaching target is assessed. If the business will be ceasing operations, a liquidation value is estimated based on selling off the assets. This value is often highly discounted because it assumes the assets will be sold as quickly as possible.
Other Important Factors
While there are several financial methods of valuating a business, there are other somewhat intangible factors that should be considered. For example, the culture of the company is important because it motivates its underlying ethics and competitive strategy, creating an environment for less risk. Also, the company’s management is key, because their track records will say a great deal about the value they bring to the table and the level of confidence that they instill. Ultimately, they will have a deep understanding of the industry and have the skillset to foster and maintain a positive culture. Additionally, aspects such as innovative intellectual property, established branding that is well recognized in the market, retention of key talent, and strong customer and supplier relationships can drive up the value of a business.
Don’t Go It Alone
Due to a lack of transparency, the valuation of a private company is never an exact science, but there are advisory experts that have methodologies that do get it as close as possible. Our world-renowned M&A advisors are standing by, waiting to engage you in the process of taking your future to the next level. We are experts in helping to create added value for your business and getting the most value for it in a sale. Contact us to get this exciting process started.READ MORE >>
Benchmark International's Dustin Graham, Managing Director of the Cape Town and Johannesburg offices in South Africa, was interviewed by Business Day TV. The "How to Value Your Business" discussion can be viewed here:
Business Day TV is broadcast on Channel 412 on DStv and is available to over 10-million viewers in 9 countries across Southern Africa. It is one of three TV stations owned by The African Business Channel.
ABC is owned by SA’s leading financial publisher BDFM, publisher of Business Day and Financial Mail. BDFM in turn is owned by the Times Media Group, one of SA’s largest media houses. One of Business Day TV’s strengths is its access to content from this extensive network.
READ MORE >>
As we all know, EBITDA is not defined under either accounting’s Generally Accepted Accounting Principles (GAAP) or International Financial Reporting Standards (IFRS). What’s worse is that there is no other evenly mildly authoritative source that delves into the specifics of the definition beyond much more than a one-word description of each letter’s meaning.
Despite its murky definition, EBITDA remains the lengua franca between buyers and sellers when discussing valuation of privately held companies. Regardless of the true manner in which the seller sets the minimum price for which she will part with her business and whichever of the likely more academic methods the buyer has used to determine its maximum purchase price, the parties tend to lob multiples of EBITDA back and forth across the negotiating table.
While the exact meaning of each letter in the acronym is worthy of its own discussion, there is perhaps no more frustrating issue than how to deal with state income tax in the “T” portion of the term. The frustration arises because some parties refuse to acknowledge that what is so eminently clear - that state income taxes should be treated in an identical manner to the treatment of federal income taxes.
The very purpose of using EBITDA in these discussions is to place the concerned enterprise in neutral position with regard to capital structure, accounting decisions, and tax environments. This is why, and all parties do agree on this point, federal income taxes would always be added back to earnings when making this calculation. The proponents of not adding back state income tax are never able to explain why differing treatments would result in better serving the objective of using EBITDA.
State income taxes, like federal income taxes, are only due when a business is profitable. A business’s profitability is effected by, among other things, its capital structure (because more debt means more interest and interest reduces income and is therefore a tax shield whereas dividends do not and are not) and its depreciation (because, again, depreciation reduces earnings and serves as a tax shield). These factors have the same effect on state income taxes as they do federal income taxes. Thus, the amount of federal and state income tax a business pays in a given year will vary depending on the quantity and rate of loans outstanding that year and the method and amount of depreciation employed (i.e., the entity’s capital structure and accounting decisions). The amount of state income tax paid in a given measurement period is no more or less a function of the business’s operations than is its federal tax paid over that same period.
Further, while also not defined under GAAP, “profit before tax” (PBT) is a term more commonly used by accountants than EBITDA, appearing on a fair number, if not the majority, of companies’ routine income statements. As accountants will always take this measurement before including the expense of both federal and state income taxes, why should the same logic not apply to EBITDA? EBITDA is, of course, simply PBT minus interest, depreciation and amortization charges.
Proponents of disparate treatment suggest that the state income tax is an unavoidable cost of doing business. But this argument fails for two reasons. First of all, it is not unavoidable. As discussed above, high debt levels and aggressive depreciation can allow the minimization or avoidance of state income tax (just as they can for federal income tax). But more significantly, it is not the job of EBITDA to take out only the “avoidable cost of doing business.” Eliminating 401k matching, reducing salaries, renegotiating a better lease, or relocating to smaller premises may also be ways to reduce the cost of doing business. Yet no one proposes adding benefits, salaries, and rent to EBITDA because they are wholly or partially “avoidable”.
Continuing with this logic, state income taxes are avoidable by changing domicile just as federal income taxes are avoidable by changing domicile. Ask Tyco, Fruit of the Loom, Sara Lee, Seagate or any of the other 43 formerly US companies that the Congressional Research Service identified as redomiciled for this purpose in the decade leading up to the 2014 election. Would the EBITDA of any of these companies not have included an addback for federal income tax because it was an “avoidable cost of doing business”?
Ah, state income tax, the poor runt of the litter in the world of finance. Too small to be taken seriously, too complicated to be understood, and too varied to warrant the time. Five states have no such tax on corporate entities. Most of the other 45 do not impose it on entities making federal S-elections. Those who do impose it do so in many different ways. And the names are so confusing, often being called by another name that allows the state’s development board to claim they do not have a state corporate income tax. Capped at 6% or less in most states, it pales in comparison to the 35% federal rate. (Though Iowa hits double digits at 12%, it is the only state to do so and there exists no documented record of anyone ever buying a business in Iowa.) How unfortunate that this scrawny beast seems to raise its head so uncannily when a deal is on the line, in those final days when the parties are so close yet so far away on valuation and the closing hinges on the fate of this oft-misunderstood adjustment to earnings.READ MORE >>
For the last several years, the saying has been “There’s never been a better time to sell.” Multiples have been high. Buyers have been plentiful. Debt has been cheap. Optimism has run strong. The truth is, it is undeniably still a great time to sell; it’s never been better. But …
It takes time to sell and for the first time since emerging from the Great Recession, certainty about whether or not the later part of the new year will be a good time to sell- the best ever – is down. Anyone who says they can predict these markets is a fool. But the probability of a turn is certainly high and increasing as we begin this year.
The good news is that the signs indicate not an immediate downturn but rather one that can still be beaten to the finish line. Selling a business should take six months to a year. Thus anyone moving out now on a process should be able to take advantage of these good times – if they get started fast and, more than ever, move diligently and place a higher emphasis on certainty of close when selecting their winning bidder.
The change in the tea leaves really began in November and accelerated throughout December. Some of the key indicators include:
- In a December Duke University poll, almost half of responding U.S. CFO’s stated that they believed a recession was likely to occur in 2019. Even more compelling, more than 80% of those CFO’s felt recession would strike by the end of 2020.Right or wrong; the respondents to this poll are the key influencers of the amount of M&A activity generated by strategic buyers – and those most responsible for bad deals. If the economy does sour, or they simply believeit is going to sour, they will not be sticking their necks out for adventuresome acquisitions at record multiples.
- The public markets provide several signs. The first is the relative comparison of the large caps, to the midcaps, and then to the small caps. The M&A market for privately-held companies can essentially be seen as a microcap extension of the public markets. While we all know the public markets did not do well last year, what most have not commented upon is that in the last four months of the year, according to the Wall Street Journal, (2) large caps were down 5.5%, midcaps were down 8.6% and small caps are down 16.4% going into the last trading week of the year.We’ve not yet seen the extension of this extrapolated line into the private markets but one must wonder how long the trickle-down effect will take. Smaller companies tend to do well at the beginning of an upturn and larger cap companies do better at the end.
- Debt is becoming a more attractive alternative for investors. This will be problematic to the sellers of businesses for various reasons. Most obviously, M&A buyers are large consumers of debt. They use it to buy companies. If they must pay more for their debt, they have less money left in their accounts to offer sellers. Less obviously but probably more significantly, the historically abysmal returns debt has offered for much of the last decade have led many typical debt investors, including insurance companies and pension funds, to provide equity to private equity funds. Flush with this extra cash, PE funds have been on a buying spree which is commonly stated to be the driving force behind today’s frothy valuations. As those investors shift back to the more normalized bond markets, private equity will have less energy and vigor for aggressive bidding.
- The financial press seems to be of the mind that the artificial boost to strategic buyers provided by the recent tax cuts has run its course. Is this a fair assessment or simply “Trump-bashing”? We have no idea but we all know that in the markets, sentiment is often more important than reality. Perhaps the fact that 2018 saw increasingly attractive results for sellers was a result of those tax cuts carrying the bull market on around for one last lap. Again, we are not talking certainties here, just indications and probabilities.
- The strong dollar has dampened the ability of foreign buyers to compete in the US markets.With yet another class of buyers lowering their activity levels, it may not be long before the laws of supply and demand kick in and the equilibrium point on the old supply and demand curves shifts down and to the left.
- China has largely gone home. As 2018 proceeded, the Chinese government tightened its grip on the export of capital. In the last half of 2018, the US government began to make Chinese investors feel unwelcome as well. Numerous high-profile deals were killed in a very visible fashion as a result of regulatory interference on both sides of the Pacific. These included, most notably, the purchase of Recurrent Energy Developments operations by Shenzhen Energy in August and then Broadcom’s acquisition of Qualcomm. According to CNN Money, Chinese investment in the US fell by 92% between the first half of 2018 and the first half of 2017 – 92% - and has been declining steadily since the second half of 2016.Add to this the late 2018 US-China financial cold war and China’s slowly increasing realization that it has been splurging on debt that is now coming due and proving hard to pay down, and the spigot is now approaching the closed position.
- Forecasted growth of companies in the US public markets has taken a definite downturn. The S&P 500 saw collective growth of 7.3% in sales and 8.2% in profit year-over-year in the third quarter. The Wall Street Journal has been consistently predicting over the last three months that those same figures in a year will have fallen to 5.4% and 4.1% respectively.While the private markets are not the public markets, both are selling that intangible asset known as future cash flows and if buyers feel the big companies can’t continue to deliver outsized returns, they are likely to share at least some of that sentiment when it comes to the private markets.
- Divided government might bring an end to the pro-business approach demonstrated over the last two years. The people that matter state that decreased regulation, lower taxes, and a more tolerant enforcement environment have benefited their businesses and increased the prices they are willing to pay for companies. But a period of more compromise is now inevitable and the uncertainty of the 2020 elections will likely only grow and bring with it a sense of increased risk that will affect valuations.
- All good things must come to an end. We have enjoyed a ten-year bull market in M&A, both private and public. That qualifies as “long in the tooth” to be as polite as possible. It seems that 4% GDP growth is not sustainable. Unemployment can’t go any lower. Further tax decreases seem unlikely. The federal deficit and debt are growing. Interest rates are not likely to drop. Confidence and sentiment could not be higher than they were three months ago and are in fact a bit lower now than they were then.
The good news is that we’ve seen absolutely no indication that the market for private companies has yet been affected by these indications. Furthermore, changes in valuation, whether favorable or unfavorable, have not historically occurred rapidly. If there is to be a drop in multiples, it will be perhaps not gradual but at least measured. That said, the probability we now face is that we are more likely than before to look back from a spot twelve months in the future and say “I remember when it, was the best time to sell.”
In arriving at a valuation for their business, many managers come across the term EBITDA. For some this term is Greek and for others it’s a term they vaguely remember being mentioned during their days in business school. For many business owners it’s a completely new term, with no context, and why it is important is a complete mystery to them. But to buyers, EBITDA seems to be an incredibly important term. So what is EBITDA?
To begin let’s spell out the acronym. EBITDA stands for “Earnings before Interest, Taxes, Depreciation and Amortization,” that is, a company’s earnings before items which can be disassociated from the day to day operations of the business. EBITDA is therefore a measure of the financial strength of the business, and presents a proxy for the total cash flow which a potential buyer could expect to garner from the purchase of your business.
Let’s break down each part of the acronym, beginning with Earnings. In the case of your business, Earnings is represented by the bottom line income, what is labeled “Ordinary Business Income,” on your tax returns. This is the number arrived at by subtracting all expenses from Revenues and adding or subtracting any additional cost or income. Distributions and dividends are items which occur after “Earnings” is calculated and are therefore not included in this equation.
Interest payments are associated with debt that the company currently holds. Those interest payments whether they are on a Line of Credit to the local bank or for outstanding debt the company has taken on to purchase machinery or warehouse space, will likely be in some way included into the sales price of your business. Meaning, that when a new owner takes over operations, or comes on board to help grow your business, the business will be starting fresh. From the time of the sale going forward the new owners can expect all of the money previously paid to the bank, to flow through to bottom line earnings instead. For this reason, in valuing your company it is important to add back interest payments to your bottom line earnings.
Next, we arrive at taxes. Each and every business pays taxes, but the amount is variable by state and subject to current legislation. For that reason, we add back some, but not all taxes to your bottom line profits. In most cases the only tax added back will be your Franchise Taxes. Franchise Taxes are those taxes charged by a state to a company, as the cost of a business in that state. The tax varies based on the size of the business and the state in which the business is incorporated. Because a company may be incorporated in a different state, or the size of the business may drastically change after an acquisition, these taxes are therefore variable and not a reflection on the business’ earnings.
Depreciation is a fancy accounting term for something we all know. The amount of value your car loses the moment you drive it off the lot, is the most common form of depreciation we deal with during our lives. Say you purchased new machinery ten years ago, and it is still running and in good condition, humming along each day spitting out all the widgets you can sell. But your accountant may send you tax returns each year saying your machine is worth less and less. This amount that gets deducted by your accountant isn’t an actual amount of cash leaving your business, but it decreases your bottom line earnings. For this reason, we add depreciation back, to put back into your bottom line, an amount which was taken out on paper, but not out of your company’s checking account. An additional note, as we are dealing with your company’s Profit and Loss statement, we ignore the total amount of accumulated depreciation which is shown on your Balance Sheet, in order to capture the expense associated only with one accounting period.
Amortization is Depreciations baby brother. If you purchased a business ten years ago, you may have paid more for that company than what it was worth at that very moment based on the amount of assets and business you were garnering by purchasing that company and its clients. Let’s say that the business you bought was worth one million dollars, but you figured that the business’ client list and trademark was worth an additional half million dollars to you over the long run, and so you paid one point five million dollars for the business. This additional half million dollars is sometimes referred to as “good will”. It’s a value which can be reflected on paper and then turned into cash over a period of time. Just like your new car though, each year your accountant is going to take some part of this half million dollars and subtract it from your profits before he or she arrives at your bottom line net income. Since this number is an adjustment made on paper, just like depreciation, adding it back gives a better picture of the amount of cash flowing through your business.
In sum, each of these components of EBITDA combine to create a clearer picture of your company’s true value to potential buyers, and is therefore something buyers are particularly interested in. In order to understand Adjustments to EBITDA please see my coworker Austin Pakola’s piece on adjustments to EBIDA.
T: +1 (512) 861 3314
You have a business with a strong bottom line and you are considering selling to realise its value. As a general rule of thumb, you used a five times multiple of earnings to work out a valuation for your company and are happy with the price you could command for your business. You put the company on the market but the prices offered are nowhere near what you expected – so what went wrong?
Companies that find themselves in this position are likely to be lacking in transferable business value. Transferable business value is a company with internal characteristics that will continue once the owner departs. Without this, no matter how strong the bottom line is, acquirers are likely to be unwilling to invest, or drive down the price paid for the company.
So, does your company have transferable business value? The below details five features that acquirers look for in a business which could increase its value.READ MORE >>
Determining the value of your business is not as simple as looking at the numbers, applying tried and tested formulas, and concluding. Were it that straightforward all business valuations would be virtually identical. The fact that they are not is sure proof that valuation is not a science, it can only be an art.
If Mergers and Acquisitions (M&A) was as straightforward as calculating the theoretical value of a business, based on historical performance and using that to determine market value I would need something more constructive to do with my time.
Valuation is not as primitive as we have been led to believe. Whilst transaction values are commonly represented as a multiple of earnings this is merely the accepted vernacular used to report on a concluded transaction and almost never the methodology used to arrive at the value being reported.
The worth of a business is often determined by the category of buyer engaged. Financial buyers can add significant value to a business in the right stage of its life cycle but may not assume complete ownership, thereby delivering value for the seller simultaneously with their own. The right strategic acquirer for any business would be one that can unlock a better future for the business, and is willing to recognize, and compensate, a seller for the true value the entity represents to them.
Comparing the experience of so many clients, over so many years, and avidly following the outcomes of all the transactions published in South Africa there is little dispute that businesses are an asset class, like any other, and that the best value of all asset classes are only ever realized through competitive processes irrespective of whether the acquirer has financial or strategic motives.
1. The itch of business valuation
Simplistically, for the right acquirer - one seeking an outcome that extends past a short-term return on their initial investment - valuation is more a function of the buyer's next best alternative, than it is a businesses’ historic performance.
It would be naïve to think that the myriad of accepted valuation methodologies have no place in the process but identifying, engaging and recognising the benefits of the acquisition for a variety of strategically motivated buyers is essential in determining value in this context.
Considering a variety of appropriate valuation metrics, the parameters applied and then being able to balance these against the alternative investment required to achieve a similar outcome is where the key determinant of value lies. This is a complex process that unlocks the correct value for buyer and seller alike and it is a result that is rarely achieved without engaging with a wide variety of different acquirers and being prepared to "kiss a few frogs"
The most valuable assets on the planet are only ever sold through competitive processes where buyers have the benefit of understanding and determining value in the context of their own motives, having considered their available alternatives. It is for this reason that when marketing a business, it should never be done with a price attached.
2. An aggressive multiple
Whilst conventional wisdom is firm on industry average multiples, case studies abound, and the business community is regularly astounded by stated multiples achieved when companies change hands.
Beneath the glamour, the reality is that multiples are rarely used as a determinant of value, but almost without exclusion applied to understand it. Multiples represent little more than a simplistic metric that reflects an understanding of how many years a business would need to reliably deliver historic earnings in order for the acquirer to recoup their investment.
In the same way as a net asset value (NAV) valuation would unfairly discriminate against service businesses, multiples discriminate against asset rich companies. For strategic acquirers, with motives beyond an internal rate of return - measured against historic earnings - valuation is sophisticated. It relies on an assessment of whether the business represents the correct vehicle to achieve the strategic objectives, modelling the future returns and assessing risk. Valuation in these circumstances will naturally consider it, but places little reliance on the past performance of a business constrained by capital or the conservatism of a private owner to formulate the future value of such investment.
Whilst there are Instances where the product of such an exercise matches commonly accepted multiples, there are equally as many valuations that, on the face of it, represent unfathomable results.
3. A better tomorrow for the buyer
It would be irresponsible to advocate that that return on investment is not a consideration when determining value - corporate companies and private equity firms typically all have investment committees, boards and shareholders that assess the financial impact of any transaction. It is rare that such decisions are ever vested with a single individual, or that the valuation is derived from their personal desire to own a company or brand.
The art of valuation requires a reliable determination of the synergies between buyer and seller and an accurate assessment of the risks and benefits of the investment. Risk and reward are inherently related and skilled negotiation is required to find solutions that mitigate, or de-risk a transaction for buyer and seller alike, in order to underpin the value
of a transaction.
Financial buyers can be very good acquirers, especially in circumstances where they are co-investing alongside existing owners, staff or management to provide growth funding. When seeking a strategic partner for a business the acquirer should always be unable to unlock value beyond the equivalent of a few years of historical earnings. It is for this reason that the disparity between valuations by trade and financial buyers exists, and why determining the appropriate form of acquirer for any business is a function of the objectives of the seller.
4. Passing-on the baton, or living the legacy
The motives for a sale can be varied and extend from retirement to funding and growth, from ill-health to a desire to focus on the technical (as opposed to management and administration) aspects, of the business.
Value for buyers and sellers comes in many different forms. For sellers it is their ultimate objective that determines whether they have achieved value in a transaction. For sellers it may be as simple as the price achieved or it could extend to value beyond the balance sheet as diverse as leveraging the acquirer’s BEE credentials, unconstrained access to growth capital or even to secure a future for loyal staff.
For both local and international buyers alike, the intangibles may be as straightforward as speed to market in a new geography who would otherwise not readily secure vendor numbers with the existing customers of the target business. An acquisition may be motivated by access to complimentary technology, skills or distribution agencies to diversify their own offering. Whatever the motives, an assessment of the future of the staff will always be an important aspect to both parties.
There are few, if any businesses, that are anything without the loyal, skilled and hardworking people that deliver for the clients of a business. The quality of resources, succession and staff retention are all factors that weigh on a decision to transact. Navigating the impact of a transaction on staff is a factor that cannot be ignored and the timing of such announcements can be meaningful.
T: +44 (0) 1865 410 050
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Register for our webinar: Multiples. Multiples of What? Fixing the Other Half of the Equation to Maximize Your Valuation
Thursday, October 11th at 10:00am EST
It seems that almost every business owner understands how the concept of a business valuation based on “multiples” works. But it also seems that they focused on the multiples side of the equation to the detriment of the other side.
EBITDA x a multiple = Enterprise Value
With just a bit more attention on that EBITDA piece of the equation, values can sky rocket. With a better understanding of that side of the equation, surprises can be avoided. And with some preparation, business owners can capture the value their multiple deserves.
Please join the conversation between our Managing Director Clinton Johnston and our Senior Associate Fernanda Ospina as they discuss both the big picture and a handful of details that are essential to understanding the first, and too often overlooked, part of this equation. Fernanda joins our frequent host to bring her insights into the financial nuances of the dozens of transactions for which she has provided her accounting and financial expertise in recent years. Some of the points they will cover include:
- What games do buyers play with defining EBITDA?
- What period of EBITDA matters the most?
- How do we present the financial history of the company in the best possible light?
- What are considered legitimate “add backs” to EBITDA?
- How do you defend add-backs?
- What do I need to do to prepare for the buyer’s “quality of earnings” analysis?
If you joined us for part one of this webinar last month, you already understand why coming up with the valuation is only one of many key deal points you will need to secure in order make your exit a success. In part two we examined another six key issues, this time focusing in on those that come even later in the process; after deal fatigue has set in and you feel like you can’t possibly have anything left to fight about or give away.
1. Winning the net working capital fight
2. Your indemnification of the acquirer
3. How the disclosure schedules protect you
4. Can reps and warranties insurance assist you?
5. The inevitable non-competes
6. Meet the Grim Reaper of your sale process - Delays
If you missed part I, it can be found here (http://bit.ly/2nTsPk7) and we encourage you to take an hour to get caught up to ensure you get the most out of part II.
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Upcoming Webinar: Now that the Valuation is Set, Here’s Where You will Win or Lose the Deal - PART II
If you joined us for part one of this webinar last month, you already understand why coming up with the valuation is only one of many key deal points you will need to secure in order make your exit a success. In part two we will examine another six key issues, this time focusing in on those that come even later in the process; after deal fatigue has set in and you feel like you can’t possibly have anything left to fight about or give away.
- Winning the net working capital fight
- Your indemnification of the acquirer
- How the disclosure schedules protect you
- Can reps and warranties insurance assist you?
- The inevitable non-competes
- Meet the Grim Reaper of your sale process - Delays
Register and save your seat!
If you missed part I, the video can be found here and I encourage you to take an hour to get caught up to ensure you get the most out of part II this month.
Date & Time:
August 30th, 2018
10:00 am EST
WE ARE READY WHEN YOU ARE.
Call Benchmark International today if you are interested in an exit or growth strategy or if you are interested in acquiring.
Americas: Sam Smoot at +1 (813) 898 2350 / Smoot@BenchmarkCorporate.com
Europe: Carl Settle at +44 (0)161 359 4400 / Settle@BenchmarkCorporate.com
Africa: Anthony McCardle at +2721 300 2055 / McCardle@BenchmarkCorporate.com
ABOUT BENCHMARK INTERNATIONAL
Benchmark International’s global offices provide business owners in the middle market and lower middle market with creative, value-maximizing solutions for growing and exiting their businesses. To date, Benchmark International has handled engagements in excess of $5B across 30 industries worldwide. With decades of global M&A experience, Benchmark International’s deal teams, working from 13 offices across the world, have assisted hundreds of owners with achieving their personal objectives and ensuring the continued growth of their businesses.
M&A Webinar: Now that the Valuation is Set, Here’s Where You will Win or Lose the Deal
Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those open issues.
- Stock versus asset deals, which is really better?
- Tax elections = dirty words
- Monetizing the real estate portion
- Protecting yourself with employment and consulting agreements
- Seller notes and earn outs – never say never
- Escrows, who needs them?
- Winning the net working capital fight
- Your indemnification of the acquirer
- How the disclosure schedules protect you
- Can reps and warranties insurance assist you?
- The inevitable non-competes
- Meet the Grim Reaper of your sale process- Delays
You can also watch it here on Vimeo:
July 26th @ 10am EST
Register Now >> http://bit.ly/2Nvampu
Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those