[Editor's Note: There is a lot of misinformation
about the state of the market for lower middle market ($10M to $200M
in revenue) companies looking to sell - either now or sometime in the
next few years. I asked some of our clients to provide questions that
were on their minds. Answers have been provided by private equity
firms, intermediaries, business owners, and bankers.
While
good, well-managed companies are being sold at close to record prices,
this article addresses a problem for companies looking to sell - how
to address a "value gap" or "needs gap" that has developed between the
current market value of their business and the amount they need or
expect to get from a sale.
If
you have any questions about this information or a question that we
did not answer in the following, please do not hesitate to contact us.
-DPM]
Question: How do I determine if my company has a value gap or needs gap?
Answer:
What many companies looking to sell are experiencing is called a
"value gap" or "needs gap." This means that the company as it is
performing or configured today will not achieve the sales price in the
current market that it would have earlier before the 2008-12 downturn.
This gap is the difference in value between then and now.
Question: How do I know the current value of my company?
Answer:
We suggest to our clients that they contact a reputable investment
bank or M&A intermediary who can estimate a market valuation range
for your business. This market valuation is very different than a
valuation that an organization might do for estate planning or tax
purposes. An M&A intermediary will value your company based on the
current market for companies of similar size, industry, performance,
and growth. A common mistake that owners make is comparing their
company to the valuations of large publicly-traded companies in their
industry. The truth is that large companies trade at higher valuation
multiples - sometimes much larger multiples - because risk is generally
perceived as significantly lower than with smaller companies. An
M&A intermediary or investment banker can determine the appropriate
market valuation range for your business.
Question: OK, so now I know the estimated value range for the business. Now what?
Answer:
Once a business owner knows the estimated value of the company,
it's time to figure out how much the owner gets to keep and to
determine if that's enough. Consulting with a competent tax accountant,
you can calculate the net proceeds which is the estimated gross value
of the business less the legal, accounting, and intermediary costs to
sell the business, less the tax bite that Uncle Sam may take. [Many
times there are built-in gains in the business that may make that tax
bite significant - and your accountant and wealth management
professional may be able to suggest ways to mitigate this BEFORE you
sell.] Once you've determined the net proceeds, it's time to review
this with your wealth management professional to determine how you
might invest the proceeds to see if you will be able to support the
lifestyle you expect.
Question: What if it's not enough?
Answer:
Then you and your wealth management professional must determine how
much you do need. We then help clients develop a strategic growth and
execution plan for the business, with specific steps necessary to
achieve the increase in valuation in order to meet the owner's needs.
Question: Is that the needs gap?
Answer:
Yes. It is the difference between what an owner may need from the net proceeds of the company and what it's currently worth.
Question: Then what is the value gap?
Answer:
The value gap typically occurs when a company's performance slips. A
company may have had a valuation of $1,000 in 2007, based on certain
performance projections for growth of revenue and cash flow. If the
company has failed to meet those projections for 2008, it may now only
have a valuation of $700. That difference between the previously
"expected" value and the current market value is the value gap. The gap
may actually widen if buyers begin to suspect (or even imagine) that
the business may have additional unknown risk. It is an uncomfortable
place for all parties and typically the company is taken off the
market.
Question: So what happens with a needs or value gap? Am I stuck staying with the business?
Answer:
Please note that in some cases, it may not be possible for a
business to grow sufficiently to add enough value to meet an owner's
needs, due to an aging industry, product obsolescence, etc. If that's
the case, however, business owners tell us they would rather know that
as soon as possible so they can possibly take other steps.
However,
we have been pleasantly surprised over the years at how many businesses
can actually achieve their needs with a good plan and great execution.
Many businesses become a "lifestyle" business over the years,
supporting the income needs of the owner. As a lifestyle business, many
companies are worth more to the owner than to a prospective buyer
looking for a return on investment. By focusing on the primary drivers
of value for the buyer, a business can be transformed into a much more
valuable entity.
Question: What are the drivers of value for the buyer?
Answer:
What are buyers looking for? It comes down to four things:
1. History of revenue and profit growth
2. Strong cash flow or EBITDA
3. Strong management
4. Opportunities for growth
In order
to get the best price, you must be able to present a company that the
buyer can see will bring them a reasonable return on their investment.
That means the business has to have the potential to grow and has
management that is knowledgeable in the industry that will help them
grow the business. For more detail see "Prepare your company to be bought."
Question: Does that mean that businesses that don't have the four value drivers won't sell?
Answer:
No, but what is true is that flat businesses, or those with an
inconsistent history, are less desirable and therefore are typically
"discounted" by buyers. Businesses without the four drivers have a
higher risk of not meeting the desired investment return. Simply stated -
higher risk means a lower price.
What is
happening in today's market is that buyers are being more selective and
those companies perceived as "less desirable" are either not sold
because banks will not provide debt financing, or they are being deeply
discounted.
Question: How long does it take a company to transform from a lifestyle business to a value business?
Answer:
That depends on a number of factors. Based on the dozens and dozens of
companies Mead Consulting has worked with, we would say it comes down
to 12/24/36. That's 12 months, 24 months, or 36 months. We have found
that by focusing company management on the key drivers, an organization
can be ready to go to the market in as little as 12 months, but more
typically it's 24 or 36 months. See"Maximizing Company Value at Exit."
We assist a
company with direction and resources, but a lot depends on the
commitment and discipline of the owner and management team. We tell
business owners that there is no magic button to push - it's hard work.
But, most successful owners agree that it's worth it. Many times, we
can accelerate the process by helping the owner stay focused and hold
himself and the management team accountable for progress.
Question: How much progress can a company make (over 12/24/36)?
Answer:
We've seen companies with needs gaps improve valuation by as much
as 500% over 36 months. A $50M revenue client company that sold in 2006
had a 16X IMPROVEMENT IN EBITDA between 2002 and 2005. Another more
recent client valued at $16M in early 2012 sold for $80M in 2014. While
these situations are possible, it is more typical to see improvements
in value of 30% - 50%.
Question: As a business owner, what should I be doing?
Answer: Act Now! This is a Sellers' Market. The
stock market is at record highs, borrowing costs are very low, there
are more buyers than sellers, and both private equity and strategic
buyers have stockpiles to invest. Most people believe that the dynamics
of this "sell cycle" which began in 2012 cannot last more than another
two to three years. Start today to work on preparing your business to
meet the four value drivers. Only those companies that are
well-prepared will gain a top price; the others will, at best, sell at a
steep discount.
For more information, also see "Common misconceptions about selling a business"
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The Mead Consulting Group has helped dozens of clients prepare for successful sales transactions ranging from $15M to $350M in transaction value. We help companies increase the value of their businesses leading up to a transaction, minimize the things that cause potential buyers to discount the price, prepare to best position the company, and assist the owners in building a transaction team.
________________________________________________
What successful business owners say about us:
...We
could not have completed the sale of our business without the advice
and guidance of The Mead Consulting Group. Their experience was critical
in helping us prepare, and endure, the transaction process to a
successful outcome
. ...Charles M, President, Healthcare IT Company
A
successful process is draining and stressful. The Mead Consulting
Group brought the experience and expertise necessary to help our team
focus on the critical issues and not get caught up in the multitude of
items that can derail a transaction. Why reinvent the wheel? We chose
to take advantage of individuals who could help us understand the
nuances, negotiate effectively, and close the deal
. ... Ken W, CEO, Behavioral Healthcare
...We
missed the opportunity to sell our family business during the last
upcycle. Mead Consulting helped us grow revenue and EBITDA to record
levels and guided us through the selection of a transaction team. Dave
Mead and his group provided great counsel throughout the sales process,
removing obstacles and firmly encouraging us to a great deal with a
strategic buyer that mirrored our family business values.
...Dan M, President, Building Products Company
...I do not know why anyone
would attempt to sell their business without Mead Consulting. Since
they have owned and sold their own businesses, they understand the
challenges of continuing to run the business while trying to sell it.
Their experience kept us focused on the right things and they helped
keep our transaction team well-aligned during the process. They truly
act as the advocate for the CEO and owner, helping to make sure that it
was the best deal for the owner. ...Ron T, CEO, Software Business
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