What factors determine the “Multiple” of earnings?


A multiple of earnings is a valuation method whereby the value of a company is expressed through the use of a multiple applied to the Company's earnings.  For instance, a company that has Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) of $2,000,000, that has a "value" of $10,000,000, was valued at  5 x EBITDA. The appropriate earnings multiple that should be used to value any particular company depends upon a number of factors, or attributes.  One way to drive a higher value for your company is for it to possess some of those attributes that warrant a higher earnings multiple.  Predictability of revenue, sometimes referred to as "stickiness" of revenue, is one of those attributes that impacts the earnings multiple.

Companies with highly predictable or recurring revenue streams sell for much higher multiples than companies whose revenue is not recurring, or is dependent upon constantly generating transactions with new customers for its revenue stream.

Some of the factors that demonstrate a higher level of predictability of revenue include:

  • Contractual agreements with customers for repetitive sales of goods or services, such as manufacturing companies with long term purchase orders, or service companies that have annual recurring service contracts.
  • Operating in an industry where the barriers to entry are high. 
  • A solid and growing customer base with very little turnover.
  • Serving a market, either industrial or geographic, that is growing. 
  • In the case of distribution companies, protected territories or exclusive rights to product lines.
  • A revenue model that resembles a razor/ razor blade concept - where customers are "locked in" to a company's product or services. 


Factors that indicate revenue is not highly predictable include:

  • The majority of the customer relationships are managed by the owner of the business, or a small group of sales executives (the risk being that if the owner is no longer involved, or if the sales executives leave, the customer base may no longer have loyalty to the company). 
  • The barriers to entry are low - new competitors can easily enter the market, thus increasing the competitive landscape. 
  • Revenue is project dependent. 
  • There are pricing risks, either from changing technology or governmental regulation.


There are many other factors that come into play, way too many to outline in this article. As a business owner, we recommend that you review the sources of revenue for your company and, if possible, take steps to improve the "stickiness" of your company's revenue stream.

In future articles, we will discuss other factors that impact a company's earnings multiple, such as strength and depth of the management team, the company's operating systems, reliability of the financial reporting system, opportunities for growth, the make-up of the customer base, intangible assets, strength of cash flow, scaleability, the amount of capital investment required to sustain or grow a business and preparedness for the due diligence process.

If you have any questions or would like to discuss your particular company and how you can improve your valuation multiple, contact us, we would be happy to share our knowledge with you.

Q4 2016 M&A Update: When a Business Owner Receives “The Call”

Telephone

As a business owner, perhaps the most flattering event that may occur is an unsolicited call from a “buyer” who asks, “Would you like to sell your business?” Do you turn down that call? Certainly not! Someone is calling to pay you lots of money, perhaps top dollar, for your business that you have worked so hard to build. So you take the call, and the buyer asks to set up an introductory meeting. The buyer could be a strategic or financial buyer that believes, “Your business is a great fit for our acquisition strategy.” That statement translates in the business owner’s mind to, “This buyer will pay top dollar for my business.” However, the business owner is about to begin an extremely complex and emotionally taxing process that will engage him/her in many, many hours of data gathering, meetings, information exchange, financial questions, legal questions, intense negotiation, and hopefully, a positive outcome. Although that outcome will more likely occur 6-9 months down the road, if at all.

So the real question the business owner needs to think about is, “Am I really ready to sell my business?”

Most of the time, the seller will not have really thought about the answer to that question, which is much more complex. Do you have the answers to each of the following questions? 

  • What is my business really worth?
  • What will the net proceeds of a transaction total, after paying off the business debt and income taxes?
  • What amount will I need to net from the transaction to maintain my current lifestyle, and achieve my financial goals?
  • What will I really do after the sale (extremely important)?
  • Are there issues in my business that may cause problems during due diligence (management team, customers, suppliers, legal, etc.)?

The problem with negotiating with only one buyer

However, the question that most sellers have not considered is this, “If I only negotiate with one buyer, will I ever know if I received the best price?” There is a very old saying in the M&A world, “If you only have one buyer, you don’t have a buyer, they have you!” The buyer controls the timeline, controls the information flow, and controls the process – they have all of the leverage. At a minimum, the business owner should engage an M&A professional to level the playing field. The best case would be for the seller to engage an M&A professional to run a “limited process” in parallel with the unsolicited offer.  The investment banker prepares a brief outline of the business, and contacts 6-10 of the best possible buyers, and will usually find other interested parties. This strategy shifts the leverage back to the seller, and allows the business owner to “keep the buyer honest.”

One of the strategies of a buyer who is in an exclusive process with a seller is to stretch out the process, which is emotionally taxing to the business owner, emotionally draining over time, and results in “deal fatigue.” The buyer may keep asking for pieces of information, delay in actually putting a written offer together, or ask for concessions after the offer is made. Without any leverage, the seller’s only option is to walk away from the table and terminate the process, which is very difficult after significant time, energy, and emotions have been invested over 6-9 months. Most of the time the seller has invested so much time, energy, and resources in the transaction that they agree to concessions just to get to closing.

The worst result can be a transaction that does not meet the seller’s financial needs, falls apart at the eleventh hour after the buyer has obtained sensitive information, or the seller does not have any real plans for life after closing.

Case study

We met with the owners of an excellent business about 15 months ago, who had been approached by a strategic buyer. The owners are at retirement age, and very open to a transaction.  Almost 50% of the consideration for the business in the buyer’s current offer was in the form of an “earnout”, however, and that was a real concern. We suggested engaging our firm to work with that buyer to improve the terms of that offer, while also contacting 6-8 other possible buyers to solicit additional offers, for two important reasons. First, to gain leverage with the one buyer, and keep that process moving, and second, to let the seller know what other buyers might offer for the business. The seller chose to “go it alone” with the one buyer. Their CPA called us 10 months later and said that the deal never closed, and the seller is back to square one, weighing their options. The seller has now invested significant time, energy, and emotions into a process that did not produce a result, and will probably be starting all over again.

Conclusion

Selling a business is a significant event in the life of a business owner, and must be planned well in advance to achieve the best result. While it’s very flattering to receive “the call” from a buyer wanting to discuss buying your business, the reality is that a business owner should not begin the exit process without:

  • Clearly establishing their exit goals (including timeline) and financial needs
  • Knowing what their business is really worth
  • Knowing what they will net from a transaction
  • Having a team of top-flight advisors
  • Possessing a clear understanding of what they want to do after closing.

Our firm is routinely contacted two or three times a year by attorneys and CPA’s introducing us to business owners that received “the call,” and the transaction did not happen. They are now ready to engage in a well-planned, well-executed, competitive process designed to close a transaction at a fair price in the open market.

Q3 2016 M&A Update: Earn-outs: Uses, Pitfalls, and Opportunities

What is an "Earn-out" as it relates to the sale of a business? An earn-out is a contingent payment agreement whereby the buyer agrees to pay additional money for the business upon the attainment of certain post-closing performance targets. An earn-out is a financial tool used to bridge the gap between the seller's price expectations and the buyer's perceived value for the business. The most common reason for a gap between the offer and the seller's price expectations results from the two parties to the transaction having differing views of "business risks." The sale of a business is extremely complex, and involves risk factors related to revenue, customer retention, the management team, and many others, which are viewed through different lenses by the buyer and seller.  

Let's remember - in an "all cash" purchase, the buyer has all the risk, therefore the selling price will usually be at the lower end of the spectrum. In a transaction with cash plus a promissory note to seller, there is some level of risk tied to the promissory note - so the seller can justify a price that is a bit higher than "all cash." If an earn-out is included in the transaction structure, the seller expects to receive more for their business, but the last piece of the consideration is tied to future events, so both parties share the risk.

Earn-out structures will be very specific to each transaction. A typical earn-out structure may start with "If revenue in year #1, year #2 and year #3 after closing is equal to or above these targets,  "X", "Y", and "Z", then the seller is paid a certain amount each year."  As simple as that concept sounds, each earn-out structure will be as unique as the business itself. Many times the seller wants the earn-out tied to gross revenue, while the buyer typically wants the earn-out tied to EBITDA. At that point, the negotiation begins, and the actual measured performance often ends up tied to a metric somewhere in between revenue and EBITDA. In our experience, the least amount of computations that must be made to compute the earn-out will result in the most desirable structure.

Our firm recently represented the seller in a transaction whereby approximately $6,000,000 of the price was fixed, and another $3,000,000 of the consideration was based upon an earn-out tied to gross profit earned each year for the first twenty four months after closing. This company was in a cyclical industry, and the seller believed that the industry would maintain their momentum for several years. The buyer was not willing to pay the full price without some part being tied to future performance. The seller was willing to stay with the business through the term of the earn-out, to insure that it would be met. This client has now collected the targeted payments for year one, and is now completing year two.

 One tip to remember is that earn-outs should not be "all or none," but rather based upon incremental levels of the performance metric. They should also be structured whereby meeting the target on a cumulative basis over multiple years will still trigger payments, even if one year was below the target (a "lookback provision").

Our firm does not begin marketing a business with an earn-out in mind, but it may be an appropriate financial tool used to facilitate a transaction in certain situations. Earn-out structures are complex and require the seller to evaluate the risk they are willing to assume in utilizing that structure to achieve the maximum consideration. A seller will need an experienced M&A professional and transactional lawyer to carefully negotiate the earn-out and make sure their agreements are well drafted.

Q2 2016 M&A Update: Favorable Market

We are in an extremely favorable market for business sellers. Buyers have abundant capital to deploy, interest rates are low, and the economy in Texas is doing well – even with the pull back in oil prices. However, the best advice to a business owner that is thinking of an exit, is to “take control and start planning today.” Engaging experienced advisors who understand the business sale process will prove invaluable to the business owner who wants a successful outcome.

Two key issues to consider before beginning the process are outlined below:

Deal killers

As a business owner, your opportunity for the greatest influence on maximizing sale proceeds occurs before you go to market. Once you start the process of marketing your business to qualified buyers, the ability to correct the “deal killers,” is extremely limited due to the time factor. These must be solved before going to market. The most common “deal killers” are listed here:*

  1.  The belief that you can sell your business today for enough money to satisfy your financial independence needs and wants. ( without knowing what your business is really worth and how much income you will need from the sale)
  2.  The failure to reconcile your need for value with the market value of your business before going to market. (see #1
  3.  An exclusive focus on top line sales price.  ( i.e., have you done any tax planning, and analysis of net proceeds  from a transaction, including retained assets, and net working capital conveyed?
  4.  The failure to preserve a company’s most valuable asset. ( do you have “stay bonus plans” or other agreements in place for key employees?)
  5. The belief that you can negotiate alone. ( i.e., responding to an inquiry from an unsolicited buyer, and starting the process on your own. The sale process is a taxing and emotionally draining process for an owner, many times resulting in deal fatigue and a realization after closing that significant dollars were left on the table. A strong deal team and competitive process is the only method to realize the true market value.)
  6. An unwillingness to recruit the best possible players for your Deal Team. ( buyers will have experienced accounting, legal, deal, and tax advisors on their team. You need the same on your team.)
  7. The belief that owner-initiated pre-sale due diligence isn’t worth the time, effort or cost. (Conduct Seller due-diligence before going to market. This gives your deal team time to address and fix the issues that a buyer may uncover when it conducts its due diligence. Reducing the time between letter of intent and closing is key to a smooth transaction. )
  8. Seller remorse (The owner needs to be comfortable that they will not feel empty and insignificant after the sale, and need to be emotionally ready to turn over the company to a new owner. A recapitalization transaction may solve this issue. )

*As presented in Exit Planning: The Definitive Guide, by  John H. Brown, CEO of Business Enterprise Institute

Experienced Executive Robert Dicks Joins Corporate Investment

Robert Dicks, an experienced executive and entrepreneur, has joined Corporate Investment, an Austin-based financial advisory firm specializing in mergers and acquisitions and business sales.

"My new role with Corporate Investment is a natural fit with my skill set and experience," said Dicks. "I’m looking forward to helping business owners get the maximum valuation when selling their businesses. Mergers and acquisitions and business sales are on the rise in Central Texas, and Corporate Investment has a long track record of guiding owners through the selling process.”

His prior entrepreneurial experience from building and growing two transportation companies, uRide and Bliss Transit, provides him with insight into helping clients with their unique needs related to the transfer of their business.

As an associate at Corporate Investment, Dicks will be called on to use his strong track record in negotiation, mediation and deal-making, to help clients with the preparation and sale of their businesses at the best price and terms possible. Deep experience in multiparty negotiations has honed his ability to successfully bring buyers and sellers together and attain mutually beneficial outcomes.

Robert holds an MBA from Auburn University, a Master of Arts in Dispute Resolution from Southern Methodist University and a BBA in Finance from the University of Texas at Austin. He also served as an officer and aviator in the U.S. Air Force, operating from 2002 through 2005 in Iraq and Afghanistan.

About Corporate Investment
Corporate Investment, founded in 1984, is a leading merger & acquisition firm based in Austin, Texas, representing companies throughout Texas. Corporate Investment works primarily with the owners of private companies in a variety of industries, and their potential acquisition or merger partners.

Robert Dicks - Sell Side M&A Advisor

Robert Dicks

Lower Middle Market Provides Bright Spot in Slowing M&A Climate

Firms that focus on the smaller end of the market, including Audax Private Equity, boasted success in 2015, says Audax MD Jay Jester.

Here's an excerpt from a great article on Mergers & Acquisitions:

Although the big picture for middle-market M&A may be dimming, there are still lots of bright spots, including the lower middle market – which we define as deals valued at between $10 million and $250 million.

Many private equity firms that focus on the lower middle market say 2015 has been a great year. In a symbol of the sector’s health, Audax Private Equity celebrated the firm’s 500th closed deal in September, when portfolio company Advanced Dermatology & Cosmetic Surgery added Dermatology of Northern Colorado.

Read more: http://bit.ly/1YpVZ4l

Corporate Investment adds Exit Planning Services for business owners.

Exit planning

Since 1984, our firm has worked with business owners in over 250 business sale transactions. These businesses had between 10 and 250 employees. Unfortunately, we found that prior to meeting us, very few of our clients had a well-defined, well-executed strategy for the transition out of their business. They had not taken the time to develop a plan to address issues like:

  • How much longer did they want to work in their business?
  • How much annual after tax income would need during retirement, and where was it going to come from?
  • What would happen to the business, and their family members who relied on it for their livelihood, if an unforeseen event happened and they couldn't work?

Most business owners have not taken the time to understand that there are ONLY three options for their transition out of their business:    

  • Transition to Insiders ( family or employees )
  • Sale to Outsiders
  • Transition after Death of Owner to their estate, leaving it to their heirs to handle

Each of these paths has its own unique set of issues and tax concerns that must be addressed well in advance of the transition. The process of addressing these concerns is aptly named "Exit Planning." All three options depend upon converting the business value to cash in some manner, over some period of time. The sooner a business owner identifies their objectives, engages advisors, develops a plan and takes action to implement that plan, the more control they will have over the outcome. A universal ownership objective is to generate an income stream that you ( the owner ) and your family will need  to support a future lifestyle.

We also found that all of our business owners had one thing in common: "I want to receive the highest value for my business!" Value in this context may include not only the actual price, but other objectives such as minimizing risk, minimizing taxes, and insuring a successful transition of the business (whether insiders or outsiders).

The business owner's objectives form the basis of the plan, and while each business and owner has a unique set of facts, the defined process means the business owner does not have to reinvent the Exit Planning wheel themselves. The owner's clearly defined objectives will direct the planning and actions, and help optimize the net proceeds. A team of advisors, which includes an attorney, CPA, financial planner, insurance professional and M&A advisor, will support and guide the business owner throughout the process.  Our firm will coordinate the team of advisors on behalf of the business owner, to maintain accountability and progress towards the owner's successful outcome.

We help our business owner clients plan for the most critically important financial event of their lives – the transition out of their business.

Find out more about our exit planning service.

Creating value in your business to get top dollar when you leave it

Did you ever wonder why one business has buyers lined up willing to pay top dollar while another sits on the market for months, or even years? What do buyers look for in a prospective business acquisition?

There are many opinions about what attributes or characteristics buyers seek, but here’s what we know: the characteristics buyers seek must exist before the sale process even begins and it is your job as the owner to create value within your business prior to the sale. We call characteristics that impact value “Value Drivers.”

Walk A Mile In A Buyer’s Shoes

To get an idea of the importance of Value Drivers when preparing to sell your business, it is important to put on the buyer’s shoes for a minute. Let’s look at a hypothetical case study that illustrates how a buyer might compare two similar companies with a different emphasis on Value Drivers.

The A Factor Company has EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) of $2 million, an owner who runs the business and the systems and processes that create growth. The A Factor Company doesn’t have a real management team in place and the owner generates a majority of its sales. The owner is the center point of the company, holding both the CEO and CFO positions. With this level of responsibility, the owner is burning out quickly.

In comparison, The B Factor Company also has EBITDA of $2 million and a solid management team that runs the business, systems and processes. The management team creates efficiencies within the business and the owner vacations for six weeks a year.

The A Factor Company has EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) of $2 million, an owner who runs the business and the systems and processes that create growth. The A Factor Company doesn’t have a real management team in place and the owner generates a majority of its sales. The owner is the center point of the company, holding both the CEO and CFO positions. With this level of responsibility, the owner is burning out quickly.

In comparison, The B Factor Company also has EBITDA of $2 million and a solid management team that runs the business, systems and processes. The management team creates efficiencies within the business and the owner vacations for six weeks a year.

If you were a buyer comparing these two companies, which would provide a more attractive business opportunity? How much more would you pay for a business with a strong management team (one of the most important Value Drivers)? Would you even be interested in buying a business whose management team (the owner) walks out when you walk in?

Investment bankers understand that companies that lack strong Value Drivers also lack a bevy of buyers. Those buyers that do come to the table do not arrive with pockets full of cash.

Let’s look at several of the more important Value Drivers common to all industries:

  • A stable and motivated management team. If you can wait a year to sell your business, we suggest that you consider an incentive compensation system, cash or stock-based, that rewards key employees as the company performs (usually measured by increases in pre-tax income). Sophisticated buyers know that with a solid management team in place, prospects are good for continued business success. Without a strong management team, it may be very difficult to sell your business to a third party or transfer it to an insider.
  • Operating systems that improve sustainability of cash flows. Operating systems include the computerized and manual procedures used in the business to generate its revenue and control expenses, (i.e. create cash flow), as well as the methods used to track how customers are identified and how products or services are delivered. The establishment and documentation of standard business procedures and systems demonstrate to a buyer that the business can be maintained profitably after the sale.
  • A solid, diversified customer base. Buyers typically look for a customer base in which no single client accounts for more than 10 percent of total sales. A diversified customer base helps insulate a company from the loss of any single customer. If the majority of your customer base is made up of only one or two good customers, consider reinvesting your profits into additional capacity that will make developing a broader customer base possible.
  • A realistic growth strategy. Buyers tend to pay premium prices for companies with realistic strategies for growth. Even if you expect to retire tomorrow, it makes sense to have a written plan describing future growth and how that growth will be achieved based on industry dynamics, increased demand for the company’s products, new product lines, market plans, growth through acquisition, and expansion through augmenting territory, product lines, manufacturing capacity, etc. It is this detailed growth plan, properly communicated, that helps to attract buyers.
  • Effective financial controls. Financial controls are not only a critical element of business management, but they also safeguard a company’s assets. Effective financial controls support the claim that a company is consistently profitable. The best way to document that your company has effective financial controls and that its historical financial statements are correct is through a certified audit or perhaps a verified financial statement by an established CPA firm.
  • Stable and improving cash flow. Ultimately, all Value Drivers contribute to stable and predictable cash flow. It is important, especially in the year or so preceding the sale of the business, that cash flow be substantial and on an upswing. You can begin increasing cash flow today by simply focusing on ways to operate your business more efficiently by increasing productivity and decreasing costs.

You can install these Value Drivers and better position your company to secure a premium price upon your exit with the help of a trained Exit Planning Advisor. Find out more about exit planning today.

Signature Glass, Inc. is acquired by Binswanger Glass

Signature Glass, Inc. ("Signature Glass"), a contract glazing business in Houston, TX has been acquired by Binswanger Glass. Signature Glass is a leading commercial glazing contractor in the Houston metropolitan area with focused expertise in curtain wall and window wall systems, storefront and entrance systems, and in-house fabrication of aluminum framing systems. John Fincher with Corporate Investment faciltiated the transaction and advised Mike and Sandy Skobla, the owners of Signature Glass.

“Signature Glass was an excellent acquisition target for Binswanger Glass," stated John Fincher, Senior Associate of Corporate Investment. "Binswanger Glass can now build on the great reputation Signature Glass has earned in the Houston area. Corporate Investment was pleased to represent Mike and Sandy Skobla in this transaction.”

Signature Glass has been in operation since 1999, when it was founded by Mike and Sandy Skobla. The Skoblas built the business by consistently exceeding expectations of both general contractors and business owners on construction projects ranging from storefronts to mid-rise commercial and institutional buildings.

"Being a part of the Binswanger Glass family is the right fit for our company, our customers, and our employees," said Mike Skobla, President of Signature Glass Holdings, LLC, the newly-formed subsidiary of Binswanger. "We have developed great relationships with general contractors and business owners within the Houston area, and now being a part of an organization with a contract glazing presence throughout all of Texas and 14 other states will allow us to continue to grow profitably."

Signature Glass will continue to operate under the Signature Glass name as a division of Binswanger Glass.

"We are privileged to partner with Mike and Sandy Skobla and all of Signature Glass's employees to continue providing excellent glazing service to customers throughout the Houston metropolitan area," stated Tim Curran, CEO and President of Memphis, TN-based Binswanger Glass. "This acquisition is representative of the strategic growth plan for Binswanger Glass, which comprises bolstering our presence in growing markets such as Houston, expanding into new geographies outside of our current footprint, and partnering with strong operators that have built a dependable team of glaziers."

Binswanger Glass is the largest full-service designer, retailer, and installer of architectural glass and aluminum products within the construction, residential, and automotive markets in the United States. Binswanger Glass is an affiliate of Boulder, Colorado-based private equity firm Grey Mountain Partners.

Q1 2015 M&A Market Update

Predictions for 2015

The January issue of Mergers & Acquisitions magazine reported that 2014 was the best year for the middle market since 2007. It went on to say: "Confidence in the economy, cash on corporate balance sheets, dry powder in private equity funds, low interest rates and high stock prices all combined to create a nourishing ecosystem for deals throughout 2014." 

Our firm's experience in 2014 was consistent with this thought, and the first 90 days of 2015 have begun with robust buyer activity.

Valuations in Austin

A September 2014 white paper co-authored by Mark Jansen, PhD candidate, and Adam Winegar, at the McCombs Business School, UT Austin, concludes that business valuations in desirable cities such as Austin average 16% more than in other locations. This analysis is based upon a study of over 16,000 transactions. The study states: "The 16% premium is robust to controls for local economic characteristics, industry concentration, and the liquidity and availability of capital in the local transaction market. We introduce a new measure based on how noneconomic characteristics of a city affect its desirability and find that firms located in cities with higher values of our measure sell for a significant price premium."

The paper goes on to explain: "Unlike a public firm, the largest shareholder of a private firm is often the firm's CEO. This makes the location's desirability, even the portion unrelated to the cash flows and risks of the firm, important to at least one of the shareholders of the private firm. In a competitive environment, the entrepreneur pays a premium for a firm in a desirable location and this premium represents the value that the entrepreneur places on desirability."

Austin is consistently on lists of desirable cities in the U.S. The study says: "Using the inclusion of a city on a 'best places' list as our initial proxy for desirability, we find that entrepreneurs pay an economically meaningful 16% premium for firms located in areas that have desirable features that are distinct from local characteristics that would affect firm cash flows or risks. This indicates that entrepreneurs' valuations of private firms are different from valuations of purely financial assets."

The white paper notes that transactions with enterprise values greater than about $20 million, when acquired by a public company or private equity group, do not have this premium. 

At Corporate Investment, our conversations with M & A advisors in other parts of the country confirm the results of this study. The velocity of buyers on engagements in Central Texas, versus a transaction in other areas, is also much greater. Buyers from many other areas of the country, specifically California and Illinois, exhibit significant interest in Texas businesses driven by to their desire to relocate to Texas.