Category Archives: Corporate Finance

Is ‘Buy and Build’ a winning strategy?

‘Buy and build’ activity within Europe is at its highest level ever recorded with a total of 619 add-on deals recorded in 2017, up from 574 in 2016.

This is reflected within Lancashire with the deals market remaining buoyant, which is good news for all. The market appears especially good for buy and build deals, most notable is the recent acquisition of 762 American convenience stores by Blackburn-based EG Group.

The buy and build strategy is when a company expands its operations by acquiring a platform company with a developed expertise that it can then build out. Buy and build strategies are an increasingly popular way for both trade and financial buyers to achieve additional scale and profitability.

Private Equity firms often use buy and build to speed up growth and improve returns, particularly in a slow economy where, even after improving operational efficiency, organic growth may not deliver the required return on investment. However, over the last few years we have witnessed an increased level of financial buyers also deploying this strategy.

For vendors, this type of acquirer is often more attractive because the buyer will be taking a long-term view and vendors, who are often concerned for the future security of their businesses, are reassured knowing that the company they founded will form part of a larger, growing entity that will receive attention and investment from the acquirer.

For acquirers these strategies can be challenging as it takes longer to acquire several companies and integrate them. This is largely evident for privately owned trade buyers inexperienced in post-deal integration. Buy-and-build strategies give rise to numerous financial, legal and tax considerations that are not necessarily inherent in a one-off transaction. However, this doesn’t need to be a stumbling block; with the correct tactics in place and robust planning on how future acquisitions will be funded, this method of growth can be extremely rewarding.

A successful integration also requires specific skills and experience in areas such as change management, risk management and operational metrics. For this reason, the appointment of a suitably experienced management team is essential.

The rewards of a buy and build strategy can be significant; many of the world’s leading companies have been created through buy and build acquisitions. Transactions of this nature can represent a win-win deal for both vendors and acquirers.

Appetite for buy-and-build activity continues to be extremely strong across the board, with large organisations continuing to target smaller companies to gain market share and additional revenue streams.

Also, more and more private equity firms are focusing on enhancing their portfolio companies’ operating results to create value. With the right strategy in place at the right time, buy-and-build deals can be a proven method of achieving the desired results.

If you are considering engaging in a buy-and-build strategy as a means of growth, make sure you get in touch with us today. With years of experience in advising business owners like yourself, we are ideally placed to guide you down the right path for you.

Please don’t hesitate to contact me on 01254 679131, or via email at tim.mills@pmm.co.uk.

House of Fraser: The same old story

The owner of Sports Direct has agreed to buy House of Fraser for £90 million when not so many years ago it was acquired by a Chinese group for about £480 million. We all know that retail is a challenging place to be right now, but there are parallels to be drawn with other industries. How is value created and maintained?

Four key conclusions are being put forward in the financial press.

The internet

If you don’t evolve, you get left behind. House of Fraser was investing in digital technology but at a fraction of the rate of and later than its main competitors. It isn’t a lot different in a manufacturing environment. If you don’t invest in new plant and equipment that works more quickly or to greater precision, you risk losing customers who will seek out a better solution.

No USP

What was House of Fraser all about? Lots of swallowed up defunct brands and stores dominated by third party concession owners. No reason to say, “I have to visit House of Fraser because…..”. What is your business known for? Where is it world class and what is holding it back?

Too many stores

It’s all very well investing in expansion, but those assets do need to be sweated to generate a healthy return. They need to be utilised optimally. There is no point having a factory full of state of the art assets if half of them are only working at a fraction of their potential.

Management troubles

Usually the root cause of everything…

The question is, what has a high-profile retail failure got to do with the owner-managed business around the corner? The answer: the same things drive value.

Invest appropriately. This doesn’t mean being at the bleeding edge, but you can’t keep relying on assets 20 years out of date.

Understand what your customers want, what you are good at and how that can create lasting value. What needs to be changed?

Make sure you are efficient. Efficient businesses make more money which puts them at an advantage over inefficient ones.

Invest in your management team so they are running things on a day to day basis. This leaves you much more space for working on the business and not in it.

If you are considering the value of your business, get in touch today on 01254 679131 or via email at jim.akrill@pmm.co.uk. We can help you understand where you are now, where you want to be, and how you can get there.

What’s in a number?

Our corporate finance Partner, Jim, takes a look at valuation differences across the market, and what these mean for owner-managed businesses.

I am often asked my opinion on what a business might be worth, so it always pays to be up to date with the latest deal data for me to justify the multiple I am using in a valuation. The latest private company price index tells me that the mean EV/EBITDA (Enterprise Value to Earnings before Tax, Interest, Depreciation and Amortisation) multiple paid by trade buyers during the first quarter of 2018 was 10.3 times, a multiple which hasn’t varied much for the last two years.

However, this is an average figure and we have no idea what the spread of the range is, whether there are any material distorting transactions included or what sectors the businesses sold were in. And in addition to this, the mean Enterprise Value of all the transactions analysed was £89 million, implying that the businesses included in these statistics were considerably larger than the majority of those I deal with in the owner-managed sector. Maybe 10.3 is not such a reliable comparator after all.

Luckily, there are other published data sources more focused on lower priced deals. This year, the SME valuation index (published annually each November) gave a median EV/EBITDA multiple of 4.2, which should take out the effect of a very high or low transaction. However, the spread is 3.9 to 8.5 and there is no sector split. So, is the right answer for your business 4.2, 5 or 6? There’s a big difference.

Of course, the only real answer is what a buyer is willing to pay, and they will often have quite a different view about what your business is worth. Having said that, if you are thinking about selling then the best thing to do is to consider your business’ current value and how you can increase it. It may not be an overnight fix, so make sure you start thinking now and speak to someone who knows what buyers want.

A final word of advice: a smooth sales patter might tell you that your business is highly desirable and worth a lot more than you thought. If something sounds too good to be true it often is, so get a second opinion before deciding what to do next.

We can provide you with an initial, accurate valuation, pinpoint where you want to be, and deliver a strategy that helps you get there. Get in touch today for a no cost, no obligation discussion on 01254 679131 or jim.akrill@pmm.co.uk.

Could an MBO be the best exit for you?

Congratulations to all you SME owners out there!

According to Government Statistics, 99% of all private sector businesses at the start of 2017 were SMEs, accounting for 60% of private sector employment and 51% of private sector turnover. SMEs account for 99.5% of businesses in every main industry sector.

But let’s not fall into the trap of thinking that these are all tiny businesses. The definition of a medium sized enterprise is a headcount of up to 250, a turnover of up to 50 million euros and a balance sheet value of up to 43 million euros. In my book, a business at the top end of that range doesn’t feel quite so small.

As regional corporate finance advisers, we are often asked to advise businesses at the lower end of the range, let’s say those with a turnover in the region of £5 million. You know the type – great businesses that make healthy profits and have provided their owners with a comfortable lifestyle. On paper, they look to have a high potential value and quite often, the owner believes that a large trade buyer will sail over the horizon and snap them up. But how often does that really happen?

Whilst each year, we see many success stories involving trade buyers and SMEs, it doesn’t work for everyone. Trade buyers can often say “it’s just too small for us”, “it’s not as scalable as we’d like”, “there is too much reliance on a single product or customer”, or “we are looking for second-tier management”, after looking further into an opportunity. In these circumstances, an MBO deal is often a great alternative for the shareholder.

MBOs are currently very attractive, due to large amounts of available funding at historically low rates of interest. Typically, a successful MBO needs three things: a profitable and cash generative business, a competent and complete management team and a flexible seller confident enough in the new management team to be part of the funding solution.

Let’s take it as read that you have a good business. Your critical task is to develop or find a management team with the ability and experience to run the business such that you feel able to take the risk of part funding the deal.

If you are a business owner or a management team and you think that the MBO route might be the answer for you, don’t put off thinking about it because these things take time. Talk to us, and let us give you the benefit of our experience.

Brexit: Opportunities to be found

Brexit Part 2: Acquiring UK businesses

As time passes by, it feels that the word ‘Brexit’ will eventually become an unspoken word, like ‘The Scottish Play’. It will be associated with bad luck. However, as the UK starts to negotiate our exit from EU, we believe there are some positives aspects that should be considered by EU based companies that may be looking at setting up a business in new territories

From an economic view, the current rate of corporation tax in UK is the lowest in the G20 and this rate is set to continue to reduce over the next few years.

The workforce in the UK is the second largest in the EU and is one of a very small number of EU countries that expect to have a labour supply growth in the next 15 years. Furthermore, the flexible employment laws mean companies can employ staff in a way that suits the business.

The UK has an excellent infrastructure and there are significant projects planned to improve the current transport systems. These include Crossrail in the south east and High Speed 2 which will link eight of Britain’s ten largest cities.

The fall in the value of sterling in recent months makes the UK very attractive from a cost of investment perspective. Clearly how long and to what degree the pound will remain relatively weak is unknown. However, EU companies should consider taking advantage whilst they can.

Away from the financial and commercial aspects, the UK is very diverse for such a relatively small place. There is a wide variety of communities all over the UK and the variety of businesses to acquire reflect the diverse nature of the UK. There are therefore undoubtedly business opportunities to satisfy all requirements.

The exit by the UK of the EU will undoubtedly result in several negative outcomes for UK based businesses. However, there will also be considerable opportunities for those ensuring they are best placed to take advantage. As matters currently stand there appears to be no U-turn on the agenda for the UK leaving the EU, therefore it seems obvious that business owners from across the globe should ensure they are best placed as matters develop. The close proximity of the UK to mainland Europe gives a clear first mover advantage to European businesses.

Companies that have a strategy to acquire or establish a business in the UK should ensure they have UK based advisers, who are capable of dealing with acquisitions or setting up a new business. This will also include advising on any tax implications of trading in the UK and an understanding of the interaction with overseas tax legislations. Obtaining the right advice from the outset is critical.

In conclusion, EU business owners should invest some time and money now to thoroughly research the UK market place and potential acquisition targets. Those who have a well thought out plan in place for the UK’s exit will not consider ‘Brexit’ to be a cursed word and may indeed consider it to be a word associated with good luck and future prosperity.

If you would like to discuss any of the points raised, we would be happy to help, please contact Tim Mills  (tim.mills@pmm.co.uk)

Asset based lending and your MBO

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One of the key objectives of any management buy-out (MBO) team is usually to minimise the level of equity funding required to complete the deal. A greater proportion of funding derived from debt means a greater proportion of equity in the hands of the MBO team, and what is not to like about that?

So, what is asset based lending (“ABL”)? An ABL facility is provided against a wider pool of assets than mere factoring or invoice discounting and so, in theory, a greater amount of funding should be possible. The debtors will, of course, be included via invoice finance, but a lender will also include stock, plant and equipment and possibly property, although property lending is not necessarily everybody’s cup of tea. You could also securitise forward income streams assuming they are sufficiently robust.

Historically, smaller SMEs have found it difficult to secure ABL facilities but in recent years the number of providers lending to this sector has increased markedly. Invoices will normally attract an advance rate of somewhere between 70% and 90% with stock and plant possibly up to 75% of net orderly liquidation value. What does that mean I can hear you say? Basically, because assets such as stock and plant usually carry a higher realisation risk than debtors, the lender will independently assess what they might be able to sell those assets for in the open market on a reasonably quick but controlled basis, knock off some costs and then lend up to 75% of the net figure. Hence their back is covered but you get more borrowing.

For companies with very strong cash flow, an ABL may also consider a top up cash flow term loan to increase liquidity and headroom.

There are some key benefits to ABL. As your business grows, so can the borrowing when you need additional working capital. Security is very specific and because additional assets can be included and assessed separately, more funding can be unlocked than through a traditional bank loan or overdraft. ABL is often much quicker to deliver, with additional funding as the business grows being speedily provided. For larger companies, pricing ought to be competitive with more traditional lines of funding.

There can be some things to watch out for though. For smaller companies, the pricing may well be more expensive as small often equates to greater risk in the eyes of a lender. But hey, you got your money, didn’t you? If your business is cyclical, your funding line can reduce quickly as your debtors fall in the off season. In this case, it is critical that you have quality forecasts available so that you understand the working capital requirements at all stages of your business cycle. You really don’t want to over-borrow against debtors at a high point to get the deal done but then find you run out of cash subsequently.

If you are contemplating an MBO or perhaps an acquisition, get in touch. We know the market and have the experience to help you.

Jim Akrill
Jim Akrill
Corporate Finance Partner
Email: jim.akrill@pmm.co.uk
Tel: 01254 679131

 

 

 

Are You Ready For Your MBO?

shutterstock_274686614 (1) So, you are currently working in a management role, but with no, or minimal, shareholding in the business and you believe that the current owner is thinking about retirement or perhaps going off to do something else altogether. Suddenly, you may have the opportunity to buy the business and have the potential to benefit from all your hard work and those great, new, business ideas you have been harbouring. It sounds to me like you have a chance to do a management buy out (MBO).

Where to start?

The first step can often be the hardest to take. You must raise the matter sensitively with the owner and how you do this will depend on your relationship with him or her. What you mustn’t do is kick anything off behind the owner’s back, as this may be upsetting as well as possibly being in breach of your contract of employment. You need the owner on your side. Assuming you get the green light, who will be in your team? Whoever it is must be 100% committed and understand the risks and rewards associated with being a business owner. Each team member will be asked to invest some capital personally and may also have to sign up to guarantees. You must suss out who is up for this. You don’t want anyone pulling out part way through because that would be very disruptive. Importantly, your team must be complete and cover all the bases; management, sales, production and finance. Finance is particularly critical. MBOs often require a significant level of debt and operating in this environment may require a change in emphasis to focus on cash flow, margin and cost control as well as the all-important sales figures.

Plan early

You will need a robust business plan so the sooner you can get cracking on this the better. Your MBO will more than likely need financial backing from one, or perhaps more, lenders or investors. They need to understand the business, believe that you and your team can deliver your growth plans and see how they can make a return.

Choose your advisers

You will need a corporate finance adviser. Don’t go for cheap. Don’t be tempted to go with the current company accountants as they will almost certainly advise the existing owner and thus have a conflict of interest. Choose an experienced adviser who has a track record in completing MBOs. Importantly, choose an adviser you can get on well with if the going gets tough.

Spring clean the business

Work with the owner and your advisers to tidy up before you start talking to funders. They will subject the business and your plans to detailed due diligence so you don’t really want any surprises.

Choose your financial backers

Your financial backers will be an integral part of your business life for at least 3 years and perhaps more. You need to choose those who you can rely on for support. Hopefully, things will all go according to plan, but if they don’t, having a supportive and flexible backer will be crucial. Your corporate finance adviser will know who to approach and what they want to hear.

Jim Akrill - website
Jim Akrill 
Corporate Finance Partner
Email: jim.akrill@pmm.co.uk
Tel: 01254 604353

 

Funding in the professional services sector

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As many will know, accessing funding in the professional services sector can be a challenging task with most firms being short on tangible assets for security purposes and potentially long on work in progress lock up, especially where conditional fee arrangements are involved. In reality, the most valuable assets are people, and try offering those up as security for your loan or overdraft!

Historically, funders have tended to blow hot and cold with regard to law firms with the appetite for lending variable dependent upon how sector sentiment is running. However, that need not be an obstacle to securing the cash you need and it is worth re-focusing on some of the key drivers.

Financial management – You need to be able to demonstrate sound financial management, particularly working capital management through regular client billing of time spent and disbursements. Allied to this is the ability to produce accurate and timely management information.

Client base –  Ideally there should be a good spread of quality clients and sources of profitable repeat work. Over reliance on a few major clients may be seen as a potential weakness.

Nature of specialism – Firms that specialise to any material extent in work which necessitates lengthy lock up, for example conditional fee arrangements, clinical negligence and criminal cases or where the outlook is less favourable, for example legal aid, tend to be viewed less positively.

Sustainable drawings policy – Where drawings are at a level where inadequate profit retention is demonstrated, or worse still, where these result in increased borrowings, it will have a negative impact on lending appetite.

Partner/staffing structure – There will often be an optimum partner/staffing structure which will maximise profitability and cash flow. It could be a negative sign if this is deemed to be too top heavy where there is insufficient delegation of work and high salary levels which depress profitability.

Reputation – A firm’s reputation and its profile in any specialist areas are critical in attracting and retaining the “right people”, which in turn can stimulate a lender’s confidence in the business. For example, a firm with a poor claims record and higher than normal Professional Indemnity Insurance premium would be looked upon less favourably.

Of course, if it is funding for an acquisition that you are looking for, the issues can be somewhat more demanding and also complicated by the funding position of your target, all of which will have an effect of the price of the acquisition and how it needs to be structured, i.e. over what period of time can you afford to pay the vendors. Conversely, as a vendor, your business will look more attractive if a purchaser is not inheriting your cash flow and funding issues.

So, if any of this rings a bell, please get in touch for a no obligations discussion.

Jim Akrill, Corporate Finance Partner (Jim.akrill@pmm.co.uk).

 

INTERVIEW – Tim Mills, Corporate Finance Partner, Answers Your Questions On MBOs

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1. How is the transformation from senior manager to a seat on board best achieved in operational and preparation terms?

If a position on the board is on the table then it is essential that the individual does not feel overwhelmed by the opportunity. They should be invited to observe board meetings and given an overview of the current directors, before being made a director.

Any gap left within the management team by a person moving to the board should be anticipated and the necessary plans put in place ensure the promotion does not have a negative impact on day to day operations.

2. Raising the subject of a MBO can be difficult. Where does the conversation start? How is it best approached?

To enable the topic of a MBO to be raised by management there needs to be a willingness between all members of the MBO team and the business owners. If management are instigating an MBO then they should confirm with the owners their interest and agree who will form the MBO team.

Discussions can begin on an informal basis but should become more formal as matters progress and external advisers are engaged. It is also important to agree who will be responsible for settling the potential fees involved in a MBO. This is particularly important if the deal fails to reach completion.

Business owners that are well advised should have an outline of an exit plan. This may well include the option of a MBO which may lead them to commence discussions with management. In this situation the early decision for management is whether they actually want to become business owners.

3. How do you go about valuing a business for an MBO? What are the main issues?

The approach to valuing a business for a MBO is the same as when valuing a business for a trade sale. It will usually be on a maintainable earnings basis with a relevant multiple applied. However, the value that vendors may agree for a deal with a MBO team will often below what they would require from a trade sale. This is due to a number of factors that only apply to a MBO. These include the vendors passing the business to a team that have helped develop it; the vendors would expect to be agreeing to substantially reduced warranties and indemnities within the legal documentation and a MBO could provide more security for retaining employees than a trade sale.

These factors carry a value for the vendors which they must try to quantify as the overall consideration they will receive from a MBO will invariably be below a sale to an external party.

The key issue for a MBO team is to agree a value that is acceptable by the vendors but does not require the MBO team to agree to terms they feel are unfair.

4. Sourcing funds isn’t so much of a problem in 2016, but choosing an effective funding structure can be challenging. What are the options for structuring a buyout?

The funding structure will be dependent upon a number of variables. These include how much the MBO team have available, how much the bank or other funders are willing to lend to the MBO team, what security is available and how much the vendors are willing to leave in the business as deferred consideration. The choice of funding will also be based upon the size of transaction which may require private equity funding in addition to debt.

The key to structuring the deal is to ensure the funding required fits within the current business, together with the future plans the MBO team may have. The more a deal can be de-risked from an external funding perspective the more attractive it becomes to them. Therefore, including a reasonable level of deferred consideration into a structure is advisable, particularly where the vendors may remain with the business for a period of time after completion.

Structuring a deal that fulfils the requirements of the vendors, the MBO team and potential funders is rarely straight forward and advice should be obtained at an early stage by the MBO team.

5. What are some of the pitfalls along the way to completing a buyout?

Completing a MBO is often quite stressful and can change the personal relationships that the MBO team had with the vendors. This is often the case when the vendors remain in the business for a period after completion and effectively become employees with former management now becoming their bosses.

The transaction can be time consuming and can lead to those involved losing focus on the current business operations. This in turn can impact on trading performance and give rise to concerns for funders even before the MBO takes place.

Ensuring all of the MBO team agree on decisions as matters progress can cause issues and may result in some of team deciding to no longer be part of the MBO before completion.

If any of the above topics resonate, please feel free to contact a member of the PM+M Corporate Finance team on 01254 679131. Whether you are considering a MBO or thinking about selling your business, the team will be more than happy to sit down with you for an initial fact-finding discussion and explain how they can help you make the process as simple and stress-free as possible.

 

QUESTION – WHAT’S THE SECRET TO SELLING YOUR BUSINESS?

Business for saleANSWER – THERE ISN’T ONE!

As a business owner, you have probably seen countless articles reeling out the top 10 tips on how to prepare your business for sale and wondered where to start.

The good news is you only need to think about a couple of things.

  1. Don’t leave planning until you want to retire. If you do you risk working a lot longer than you might like, whilst wondering if you can afford to do without the income your business provides.
  2. Take a look at recent business sales in your sector. Why do you think they were good buys? Does your business look like a good buy in comparison?

These questions will force you to consider two things: your long term financial plan and the part the value of your business plays in it, and what you can do to make your business look more attractive to buyers.

So, get planning for a long and happy retirement! And if you need advice, ask an expert who can see the bigger picture and position the sale of your business within that picture. Don’t leave it to chance.

For more information, contact Jim Akrill (jim.akrill@pmm.co.uk) or Tim Mills (tim.mills@pmm.co.uk) on 01254 679131.

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