Growth through acquisition should not be considered an option reserved solely for tremendous or Public Companies. runt and mid-size businesses that opt to grow by acquiring other companies, rather than growing one original customer at a time, can accept benefits in addition to increased sales and profits.
Timing is lawful – Two elements have combined making growth through acquisition an delicate option for puny and middle market companies.
Demographics – The maturing of the Baby speak generation, many of whom absorb their absorb businesses, will increase the number of owners willing to believe selling to an historic high.
Financing – Money is available to finance little and middle market acquisitions. Banks and non-traditional lenders are aggressively pursuing acquisition lending at a level we have not seen in twenty years. Cash required to do a deal is at an all time gross.
Profit Pays the Bills
Profit and Value are two main financial components of every business. Profits are significant and therefore on every businessperson’s front burner. Value, on the other hand, is an elusive and intangible deliver. Unlike Public company presidents, whose effectiveness is measured daily in their firm’s fragment imprint, private and family business presidents need not be concerned with their company’s value as their shareholders, if any, typically focus upon profit only.
Value Measures the Size of Your Pile
Shareholders of Public Companies measure their wealth (or the size of their pile) using part value not earnings per piece. Successful CEOs, therefore, acquire strategic plans for growth and profit that maximize shareholder’s value. Mergers and Acquisitions is a fundamental element of most strategic plans to grow profits and value simultaneously.
What follows is an overview of Public Company strategies to grow profits and value through acquisitions and how to adapt these strategies to private and family businesses. Although the topic may seem technical and complex it is really quite basic and straightforward.
An Overview
Adding earnings or profits is self-explanatory. We will, therefore, focus primarily on the value component of growth through acquisitions.
We know a Public Company’s Price/Earnings Ratio measures the amount investors are willing to pay for $1 of company earnings and that a P/E ratio of 15 for a well-run company is not original. Consequently, company mammoth with 100 million dollars of earnings and a P/E Ratio of 15 has a value of 1.5 billion dollars. We also know private company P/E Ratios are distinguished lower than those of Public Companies.
Strategy #1 – rep companies with a smaller P/E ratio than yours
Example:
The Transaction — Company huge with a P/E Ratio of 15 acquires company SMALLER and pays 10 times earnings (P/E ratio = 10) . Company SMALLER’s 10 million dollar of earnings are added to those of company mammoth.
Increases in Value Calculation — SMALLER’s earnings are now worth 15X instead of 10 times earnings resulting in an immediate increase in value of 5X earnings or $50,000,000 (5 times $10,000,000) over and above the value paid by company huge.
Strategy #2 – lop expenses through economies of scale
The describe gets even better if eliminating duplications and other economies of scale will crop company SMALLER’s expenses. Every dollar reduction in expenses translates into $15 of value (P/E Ratio of 15 X $1) .
Increases in Value Calculation — Company spacious is able to eliminate 1 million dollars of redundant expense – $1,000,000 X 15 = $15 million dollar increase in value.
Strategy #3 – accept according to a strategic plan
BIGs acquisition of a company in order to accept specific benefits such as: proprietary products, technology, channels of distribution or talent immoral for example, can result in an improved outlook for company gigantic. Whereas the P/E ratio usually reflects expectations of future profits, a strategic acquisition often produces a P/E ratio increase. In this example company BIG’s P/E ratio increases by a dollar from 15X to 16 times earnings after the acquisition was announced.
Increases in Value Calculation — Every point increase in company BIG’s P/E ratio equates to 111 million dollars of added value (modern $100 million in earnings plus addition of SMALLER’s $10 million plus $1 million in reduced expenses times 1) .
Calculation of Increased Value to Shareholders:
In the above example, company BIG’s acquisition of company SMALLER not only has increased earnings by $10 million but has increase company BIG’s value as follows.
Increased value of $10 million in earnings$ 50,000,000
Reduced SMALLER’s expenses by $1 million 15,000,000
Increase of BIG’s P/E Ratio from 15 to 16 111,000,000
Total Increase in SIZE of PILE (VALUE) $176,000,000
This CEO has made the kind of a deal that makes shareholders gay.
No wonder there is so noteworthy M&A activity in the marketplace. A well conceived acquisition should perform wondrous results. These dynamics are not reserved exclusively for Public Companies. Private and family businesses can and should purchase advantage of the opportunities presented by growth through acquisitions. We will now apply these principles to smaller businesses and analyze the results.
Value Building Strategies for
Small and Middle Market Businesses
Private companies can consume the same three strategies archaic in the above Public Company example given an notion of a few basic principles.
General Principles:
Financial
Small companies generally have microscopic P/E ratios. P/E ratios increase as companies grow and get structure. P/E ratios increase as dependency upon owner decrease.
Valuation Principles
Two major value determiners are:
Perception of risk and
Expectation of future profit
Businesses with essentially identical earnings, therefore, can have widely diverse values “Round Ball” Principle – Non Financial
None of us are equally talented in all directions. We are not round balls, footballs or Frisbees perhaps, but no one can “do it all” well. Company strengths and weaknesses will therefore generally mirror those of its owner.
Armed with a basic idea of the ground rules we can originate to formulate a strategic notion to grow and create wealth through acquisitions. Table A summarizes P/E ratios, level of earnings, definition of earnings and management style by company size. We can spend Table A as reference as we create our view.
Table A
P/E Ratio Usual level of Earnings
and Definition of Earnings Type of Management
Wall Street 15X to
OMG* Typically measured in millions
Definition of Earnings: After Tax
* Oh My God
Professional management with many levels of responsibility. – Management’s fair is to maximize profits and value to satisfy stockholder demands.
Middle
Market 3 to 15X$500.000 to little millions
Definition of Earnings: Pre/after tax and various EBITs unless the company represents a new opportunity, (proprietary product, technology, channels of distribution, talent injurious etc.), the all cash, high multiple Wall Street label is unattainable. Otherwise, dynamics found when selling Upper Main Street apply. Segmentation of responsibilities and management structure well defined. Owner may or may not be eager in operations to a necessary degree.
Upper Main
Street 3 to 7X
More than $100,000 but less than $500,000
Definition of Earnings:
Adjusted EBIT ~ Earnings Before Interest, Taxes plus Depreciation
and Adjustments (less an
Appropriate Manager’s salary)
Owner quiet major element of company’s success. Levels of responsibilities and management structure are evolving.
Main Street 1 to 4X
Typically 100K, more or less
Definition of Earnings:
Discretionary Earnings – Dollars available for: unusual owner’s
compensation, acquisition debt
service, sincere depreciation
reserves and return on invested
capital.Owner is valuable to operations. “Wears all the hats” – tiny to no management depth.
accomplish your Plan
The belief should open with an just assessment of your company’s strengths, weaknesses and the opportunities your business and industry describe. characterize a bell curve representing your company’s strength and weaknesses. The top of the curve represents what has gotten you where you are. The outer extremes recount areas of opportunity. Your ideal acquisition should be a firm whose bell curve is the inverse of yours and by acquisition, both companies encourage.
Example:
Your areas of strength are:
Quality workmanship,
On time delivery,
friendly management with
friendly systems and controls plus,
A genuine customer nefarious.
Areas of opportunity are:
Need quality sales force,
Additional capabilities along with
Competent personnel and
Access to recent customer rank.
Assume for this example that you beget a Printing company with annual revenues of 10 million dollars. Your specialty is high run unlit and white 81/2 X 11 with some space color. You execute manuals and provide forms management services for the computer industry and others however you help predominantly high tech companies.
You perform a thought to salvage a smaller printer with a quality sales and work force serving a completely different customer spoiled. You settle the company should provide the color and graphic form capabilities your firm lacks and the company should picture opportunity for improvement through upgraded systems, controls and stronger management.
Further clarify and Search
Online and other computer databases develop finding your acquisition easier than ever. Additional search criteria usually includes:
Geographic area
Number of employees
Annual sales or revenues
Specific SIC # for type business sought
Single or multiple locations
Once your list of possible acquisitions is completed the fun fraction of mailing, calling, visiting and touring, negotiating and finally completing the transaction can inaugurate. You can attempt doing the job yourself or you can seize professional intermediaries to act as your in house M&A department.
The Transaction and the Benefit
You had your firm valued prior to the acquisition and certain a value of $7,500,000 (P/E ratio of 7.5 with an Adjusted EBIT of $1,000,000) — Size of your pile = $7,500,000.
You regain a firm that fits your criteria with $3 million in revenues and an Adjusted EBIT of $400,000. You pay 4 times Adjusted EBIT or $1,600,000. After the acquisition the combined firms build a P/E multiple of 10 or a combined value of 15,000,000 (Earnings of 1,000,000 + 500,000 or 1,500,000 X 10) . Improved systems and controls plus elimination of redundant expenses increased income 100,000.
Calculate Increased in Size of Pile (Value)
In the above example, the acquisition not only has increased earnings by $600,000 but has increase the combined company’s value as follows.
Value
fresh multiple of 10 X combined earnings of $1,600,00 16,000,000
frail Value of 7.5MM plus Acquisition Value of 1.6MM – 9,100,000
Total Increase in SIZE of PILE (VALUE) $6,900,000
Improvements in management, capabilities, sales force and customer cross plus the ability to foul sell printing should further enable the combined company to increase sales, profits and value even further.
Do It Again
Management determines that if all of the mailing and fulfillment jobs Combined company now farms out (about $300,000/yr) are brought in house, earnings would increase and additional customers attracted to Combined company for the same reasons mentioned above. A dinky mailing service with $750,000 in revenue and $150,000 in earnings is purchased for $450,000 or a P/E ratio of 3. Management calculates earnings to increase from $150,000 to 215,000 with the addition of their $300,000 of volume and minute economies of scale.
Management calculates an increase in value of the $750,000 take as follows:
Purchased earnings @ $150,000 plus
Added earnings of $65,000 from work previously outsourced
Produces $215,000 in earnings to be added to Combined company earnings
Multiplied by Combined companies P/E ratio of 10
Produces a unusual VALUE of ($215,000 X 10) $2,150,000
This acquisition added $215,000 in earnings but produces an increase in the size of the pile (value) by $1,400,000 to a unique value of $2,150,000.
Summary
Let’s measure the height of the pile after applying these Growth Through Acquisition principles.
Value of fresh company $7,500,000
Price paid for first acquisition 1,600,000
Benefit of first acquisition 6,900,000
Price paid second acquisition 750,000
Benefit of second acquisition 1,400,000
Total Pile (Value) $18,150,000
You may be wondering how long would it rob to carry out these results.- less than a year with professional succor. Do not be miserable because your business is not generating 10 million in revenues. The principles we have outlined work regardless of the demonstrate size of your business although the larger you are the easier it is to do dramatic results.
Perhaps you are one of the thousands of “Baby Boomers” who in several years will be at the usual retirement age. You have built a resplendent company and perhaps the notion of maybe selling it someday is distasteful. Maybe it would be fun to hold a page out of the Public company CEO’s playbook. Focus on value and grow your business so you can leave in style with a pile.
