8 ways to handle an unsolicited bid for maximum value

In a recent interview with Financier Worldwide, David Jorgenson, chief executive of Equiteq, suggests deal flow in 2018 will be supported by continued low interest rates and large pools of capital available for acquisitions among both strategic buyers and private equity investors.

With the forecast for M&A in 2018 predicted to be as lucrative as 2017, it’s anticipated businesses will continue to see a rise in unsolicited approaches from buyers. In fact, about a third of Equiteq transactions start with a client receiving an approach from a buyer.

However, despite a seller receiving an enquiry, there is no guarantee that a deal will be done. In reality, given the number of companies looked at by Trade and PE investors, the chance of it closing can be relatively low, so taking the right approach from the very beginning is essential in maximizing the opportunity and minimizing the opportunity cost of wasted effort.

In this blog Bruce Ramsay, managing director, business development at Equiteq, shares his thoughts on how best to manage the process from initial approach to a closed deal.

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Demand for acquisitions set to grow in 2018

Our fourth annual global survey of buyers of consulting businesses delivers current, actionable intelligence in the five segments Equiteq specializes in: Management consulting, IT consulting, Media & Marketing, Engineering consulting and HR consulting. Findings, published today, reveal:

  • Buyers expect to initiate 50% more acquisitions year-on-year
  • Convergence continues to be a key trend as buyers look to diversify
  • 55% of buyers think targets could be better at communicating their market proposition
  • 94% of buyers say it is important to retain management teams post-acquisition
  • Over 70% of targets do not make their IP apparent to prospective buyers
  • Three quarters of buyers expect at least 40% of a target’s clients to be blue chip
  • Deal structures are improving for sellers

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Margin presentation is crucial to maximize equity realization

Margin presentation - money buckets cropped

Having previously given a general overview of consultancy financials and then having a closer look at revenue, our series now brings us to margins, which can make a big difference in how appealing your business is to a potential buyer.

There are different types of margins, but the two that consulting firm buyers focus most on are the gross margin and the EBITDA (Earnings before Interest, Tax, Depreciation and Amortization) margin. It is very important to note that in the context of a sale process, both of these critical statistics can be “adjusted”, or modified from your normal accounting practice for managing the business, or paying tax. These adjustments are never intended to mislead a buyer, in fact the opposite is true. By moving some expenses to different categories, or eliminating some altogether, a seller is actually showing the buyer a financial statement that more accurately reflects how the buyer would view the financial performance of the business once integrated into their organization. The proper presentation can have a material positive impact upon value realized in a deal.

Gross margin is simply gross revenue minus the direct costs required to deliver services or engagements that generated the revenue. Direct costs always include the salaries and benefits of the consultants and independent contractors that delivered the work to the client; think of them as a fully loaded staff cost.

Direct costs should also include the time spent by partners in delivering client work, but not the time spent selling, developing intellectual property (IP), administering the business or writing blogs or other marketing activity. When we are preparing a client for sale, we will often analyze and adjust the direct costs for these items to ensure that the gross margin statistic accurately reflects the cost of delivering the company’s services, rather than also including the costs of running or growing the business.

This is important to a sale process because a buyer might make a judgement about a selling firm based on the gross margin percentage – if it is low they might think “perhaps there is a utilization issue!” However, if in reality there is significant partner compensation in direct expenses that should be in selling expenses, then the buyer is coming to a wrong conclusion based upon incorrect information. By way of example, let’s say a shareholder/partner makes $500,000 salary, and this normally appears in direct costs (thus reducing gross margin by $500,000). If, in fact, this partner only spends 40% of their time on client engagements, then 60% of their salary ($300,000) should be moved to the admin bucket (more on admin shortly). Therefore, gross margin is $300,000 higher.

EBITDA margin refers to the profit generated by the business after subtracting administrative expenses from the gross margin. Some administrative expenses are obvious, such as rent, the salary of administrative professionals and IT expenses.

A critical adjustment when calculating the real EBITDA statistic is related to allocating the shareholder bonus properly between compensation related to running the business and profit sharing (which would not be included in administrative expenses required to run the business). This can have a significant impact on a sale transaction: A seller might want to reduce his or her implied salary in order to present a higher EBITDA statistic to a potential buyer. However, in reality what they are saying in this case is that they are willing to work for that reduced salary after the transaction.

The final piece of the puzzle when calculating the correct EBITDA statistic in the context of a sale process is to remove any non-recurring charges that a buyer wouldn’t expect to incur under their ownership. For example, if you spent $25,000 last year on legal fees related to installing a share bonus plan for junior partners we would expect to remove that expense from the administrative bucket when showing a buyer what our “true” EBITDA is. As opposed to the adjustments discussed above, this actually increases margin by removing an expense from the income statement. A buyer will agree with the approach, however, as long as they would not have the same expense under their ownership.

Given the complexities of the various margin statistics, and the importance of getting it right first time when speaking to a buyer, it is critical that care and expert advice is taken to ensure the financials are correct.

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Consulting company valuation method

dollar cropped 1Often the stimulus for a company sale starts with an understanding of the value of your firm in the current market. As market conditions change from year to year, timing a sale can make a dramatic difference to the price achieved. Some firms however are just interested in the current value in order to create the benchmark for value improvement over the coming years.

Our work not only involves sale and acquisition transactions, we also help firms grow equity value over the long term. The valuation methodology we use calculates a current value but it also makes the link between cause and effect on company value. As you will see this goes well beyond just an understanding of the financials.

Calculating your equity value as an EBIT multiple

Our valuation method is a 4-step process that starts by looking at averages: an average firm in your sector sold in average market conditions over the past 5 years to the average buyer. We then adjust that value up or down depending upon your financial profile, your investment risk profile, current average market conditions and our view of the buyer’s appetite for your firm if it was on the market today.

Our consulting industry M&A database that provides us with a lot of the base data used in the valuation process, is 50% historical information on previous M&A deals in the industry and 50% company information. The latter is broken down to include financials, sector and service expertise profile of all firms in the UK and other places across the world. Our 4 steps to a company valuation are as follows:

1. Financial Analysis

We look in detail at your historical and projected financials. We make adjustments for any one-off expenses that could be argued as not part of normal trading costs. We also adjust for abnormally high or low compensation levels. We calculate the year on year growth in this ‘adjusted’ EBIT and assess your ability to generate free cash flow from profits in a sustainable way. We then apply a multiple to this adjusted EBIT to generate an investment return commensurate with the risk profile for the average consulting firm.

2. Equity Risk Assessment

We use our 8 levers of Equity Value’ model to determine if there are any risk factors associated with your firm that would make it a worse or better than average investment opportunity as compared with the average for the industry. For example, under the section ‘Quality of fee income’, if you could demonstrate long-term contracts with clients then you would have a lower risk profile than most consulting firms. Alternatively if more than 25% of your fee income was with one client and with no long-term contract then we would judge you to be higher risk than average. This would affect your score in this segment of our equity value wheel and may increase or decrease the multiple applied to your EBIT in calculating value.

Our 8 levers are based on extensive experience and research into those factors that buyers assess when looking to value a consulting firm. We review them regularly. This is important because buyer sentiment does change over time. For example, even 5 years ago, it would have been difficult to get a good price for a consulting firm where 50% or more of its consultants were freelancers or ‘associates’. Today this is seen by many buyers as attractive because it infers an ability to reduce costs fast – and thus protect earnings – if the market takes a downturn.

3. Market Premium

The EBIT multiple used in step 1 assumes average market conditions. We hold data on multiples in our sector going back to the year 2000. We have also correlated this data with general market data going back 75 years. At any point in time we are able to calculate a discount or a premium to the market average. It is a seller’s market for consulting firm owners in the UK at present with premiums of around 15%. This is down considerably from the 40% high we saw in 2009, but our prediction now is that 2014 will see significant growth in volumes and prices in the market in line with the improving macro-economic climate and the general M&A market.

4. Buyer Synergy Premium

So far all of our calculations are independent of the type or specific buyer. However the price premium associated with finding the right synergistic buyer can swamp any premium associated with your growth, profit levels or even market premium. We have seen synergy premiums of 400% and so it really does pay to research the right buyer for your firm. Buyer synergy means that you have persuaded the buyer that your firm can grow their firm faster than it could grow without you. In these circumstances the investment return calculation becomes more than just based on your financial forecast. You are selling the story that together ‘2+2=5’ so that the buyer can justify paying a higher multiple of your profits to get this joint growth. It is in this area that Equiteq’s data excels. We can calculate a ‘buyer synergy premium’ based on our comprehensive database that we outlined above, which indicates the relative attractiveness of your firm to the potential universe of buyers.

In conclusion

The resultant valuation from the above 4-step process gets as close as you can get to a target price based on actual deals done in the consulting sector, comprehensive sector market data and the experience of hundreds of buyers of consulting firms.