pdf version - CBIZ, Inc.

Report
Seven Core Principles to Maximize the Value of Your
Business During its Life and Upon its Sale
Presented by
Doug Hubert
Managing Director, CBIZ Mergers & Acquisitions Group
Steve Henley
National Tax Practice Leader, CBIZ MHM National Tax Office
Strategic Edge Series
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Seven Core Principles to Maximize the Value of Your Business During Its
Life and Upon its Sale – May 18th
Creative Compensation Strategies to Maintain Morale and Retain Talent –
June 22nd
Don’t Be Held Captive: Go Captive to Manage Your Risk and Expenses –
July 20th
Federal Incentives That Can Show You the Money – August 17th
Protecting Your Legacy with Succession Planning – September 21st
State Tax Nexus: No Physical Presence Required – October 26th
All these webinars are from 2:00 – 3:00 ET. Here is the link for registration for
any of these webinars - www.cbiz.com/strategicedge
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Agenda
• The Seven Steps to Increase the Value of your
Company
• How is Value Influenced - Pricing
• How is Value Influenced – Transaction Type
• Strategic Sale vs Leveraged Recapitalization
• How is Valued Influence – Tax Considerations
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1. Build a Deep Management Team
• Building a deep management team is one of most
difficult challenges for business owners.
• Significant Value Driver: Management depth is the
difference between a good and great company.
• Jack Welch, former CEO of General Electric
considered talent development his most important
job.
• Tactic: A formal talent recruitment and development
plan should be established. Further, a management
retention program should be considered.
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2. Diversify Your Customer Base
• Ideally, a company’s largest customer should
represent no more than approximately 15-20% of
revenue & profitability.
• If any customer becomes too large, then to some
degree, the customer owns the business.
• Like management team depth, customer
concentration is a significant value driver.
• Diversifying customer base may cause short-term
sacrifice, but it will create long-term stability and
value.
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3. Maintain Quality Financial Information
• Lack of quality financial information is a consistent
weakness among middle-market companies.
• Prior to a transaction of any form, a company should
transition from their current attest level to a formal audit.
• Audited statements provide credibility with bankers,
insurance companies, and investors (both private and
public).
• In a sale transaction, audited financials reduce chance of
purchase price reduction due to lack of certain accruals.
• An audit is also a powerful management tool.
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4. Develop a Proprietary Product or Service
• To thrive in any marketplace, a company must offer
unique product or service that isn’t easily replicated.
• While an obvious value driver, few companies are
dedicated to creating this distinction.
• It should be easy for customers, employees, or
competitors to quickly describe what makes a
company unique?
• Superior products or services can create pricing
advantages (in good times) and customer loyalty (in
challenging periods).
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5. Focus on Profitability
• Too many business owners measure success on
revenue rather than profitability
• A $30 million revenue company with $5 million in
profits is worth more than a $60 million business
with $2.5 million in profits
• Another common mistake is desire to limit
profitability to limit taxes
– Focus becomes tax avoidance rather than operational efficiency
and profit maximization
– Explore tax efficient strategies such as pass through entities (SCorporation or LLC’s)
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6. Prepare and Execute a Business Plan
• Establish operational and financial plans and goals
for your business in one, three and five year
increments and share them with your employees
– Plans should take into account various economic, industry and
company specific scenarios and how management would react
to each
– Thorough planning creates roadmap for future growth, focuses
employees and management on quantifiable goals and allows
for better decision making
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7. Seek The Help of Professional Advisors
• Qualified advisors can provide valuable advice as you
grow your business while also allowing you to avoid
disastrous legal, financial and operational mistakes that
may have significant financial consequences down the
road
–
–
–
–
Accountants
Attorneys
Insurance Agents
Investment Bankers
• Recruit a Board of Directors (or seek counsel from other
entrepreneurs)
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Pricing – How is Value Influenced?
• Review of factors that increase or decrease valuations of
businesses
– CBIZ M&A handles “middle-market” assignments – generally
companies with revenue between $10-300 million
– Valuation in the middle-market is typically expressed as a
multiple of EBITDA (Earnings Before Interest Taxes
Depreciation and Amortization)
– A M&A banker will also make adjustments to EBITDA to “addback” various expenses and personal perks that would not
continue under new ownership – “Adjusted EBITDA”
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Pricing – How is Value Influenced?
• Review of factors that increase or decrease valuations of
businesses
– To understand how these seven principals affect valuation, we
will walk through hypothetical valuation drivers
– For purposes of this example, based on our experience, please
assume that Company “A”, a healthy middle-market business,
has a “base” valuation multiple of 5x Adjusted EBITDA
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Pricing – How is Value Influenced?
1. Size – (as expressed in adjusted EBITDA) – a larger
business is viewed as having more stability (reduced
risk), is easier to finance, and generally will attract
larger and more financially capable buyers
EBITDA Level
> $10 MM
$5-10 MM
$2-5 MM
$1-2 MM
< $1 MM
Multiple Adjustment
add 2x
add 1x-2x
no change
deduct 1x
deduct 2x
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Pricing – How is Value Influenced?
2. Depth of management – does the company have a
deep and well-rounded management team?
Factor
Deep Management Team
One “Boss”/Limited Team
Multiple Adjustment
add 1x-2x
deduct 1x-2x
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Pricing – How is Value Influenced?
3. Customer diversification – does the company have any
customer concentration issues (i.e. a customer
representing more than 20% of revenue/profit)?
Factor
Diversified customer base
Concentrated customer base
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Multiple Adjustment
add 1x-2x
deduct 1x-2x
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Pricing – How is Value Influenced?
4. Audited Financials – Does the company have audited
financials and a strong CFO/financial controls?
Factor
Audited Financials/clean records
Unaudited Financials/poor records
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Multiple Adjustment
add 1x-2x
deduct 1x-2x
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Pricing – How is Value Influenced?
5. Proprietary Products/Services – Does the company
have a proprietary or commodity product/service?
Factor
Proprietary Product/Service
Commodity Product/Service
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Multiple Adjustment
add 1x-2x
deduct 1x-2x
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Pricing – How is Value Influenced?
6. Profitability (expressed as a percentage (%) of
revenue) – What is the company’s EBITDA margin?
EBITDA Margin
> 20%
15% - 20%
10% - 15%
5% - 10%
< 5%
Multiple Adjustment
add 2x
add 1x-2x
0x – add 1x
deduct 1x-2x
deduct 2x
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Pricing – How is Value Influenced?
7. Sale Process – Is the company only talking to one
buyer or has the company hired an investment banking
firm to create a controlled auction?
Factor
Multiple Buyer Auction
One Buyer Process
Multiple Adjustment
add 1x-2x
deduct 1x-2x
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Pricing – How is Value Influenced?
• Two Strategies –
1. Strategic Sale
2. Leveraged Recapitalization
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Strategic Sale - Description
• Sale of the stock or assets of the company to a company
in the same business line or a similar business line.
• Sale can either be full or partial.
• Example: the 1996, $13.3 billion stock for stock merger
of Boeing and McDonnell Douglas, creating a larger
Boeing.
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Strategic Sale - Advantages
• Typically creates highest valuations (at transaction
closing) due to the value of synergies.
• Ideal for business owners who wish to maximize their
proceeds at closing and eliminate future risk
• Reduced post-closing role for selling shareholders.
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Strategic Sale - Disadvantages
• After a 100% sale, selling shareholders are unable to
take advantage of future growth opportunities.
• Culture of the company often changes to that of the
acquiring company.
• A strategic sale does not usually create an opportunity
for remaining management to obtain any ownership
stake.
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Private Equity Sponsored Recapitalization Description
• The sale of a portion (usually majority interest) of the
stock or assets of a company to a Private Equity Group
(PEG).
• A PEG is a firm that has raised a fund (or funds) to make
leveraged investments in privately and publicly held
companies.
• Ideal for business owners who need a financial partner
to pursue growth opportunities while reducing a portion
of their financial risk
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Private Equity Sponsored Recapitalization Description
• General Mechanics of Leveraged Recapitalization –
– Owner sells 100% of business –
• Receives cash (and possibly notes) and continuing ownership
interest in business
– Can be up to 49% as most PEG’s wish for majority ownership
– Continuing Ownership Stake is purchased on a leveraged basis (same
equity basis as the PEG)
– PEG and Owner work to aggressively grow business
– Company is typically sold (or recapitalized) four to six years later
– Attractive option if owner believes future value of business will
be materially higher than value at initial sale
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Private Equity Sponsored Recapitalization Advantages
• Allows ownership to monetize their investment in the
company, often maintaining a substantial (typically minority)
ownership stake.
• Ownership continues to run business
• PEG funds can materially accelerate growth through organic
and acquisition strategies as well as managerial assistance
• Provides remaining ownership with a “second bite of the
apple” when exiting the company.
• Post transaction culture of the company typically remains
intact.
• Potential opportunity for management to earn equity.
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Private Equity Sponsored Recapitalization Disadvantages
• The post transaction company is typically substantially
more leveraged than it was prior to the transaction.
• Enterprise values (at initial transaction) are typically less
than a sale to a strategic acquirer.
• Unlike a sale to a strategic acquirer, because selling
ownership typically reinvests in the new company, cash
proceeds at close are typically lower.
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Entity Structure is Important
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C Corporation
S Corporation
LLC
Partnership
– General
– Limited
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Entity Structure is Important
• Stock Sale
– Buyer
• Takes entity liabilities and risk exposures
• No step up in basis of assets (lower
depreciation/amortization) absent § 338(h)(10) election
when eligible
– Seller
• Capital gains
• No continuing liability
• Transition may be secured by employment continuation
– May be required by current contracts not being assignable
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Entity Structure is Important
• Asset Sale
– Buyer
• Avoids entity liabilities and risk exposures
• Step up in basis of assets (higher depreciation/amortization)
– Purchase price allocation required
– Seller
• Different tax treatment between C corporations and passthroughs
• No continuing liability
• Transition may be secured by employment continuation
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Entity Structure is Important
C Corporations
Pass-Throughs
• Generally limited to a Stock
Sale (if corp gain on assets
can’t be offset by NOLs);
• No Basis Step Up for Earnings
Pre-Deal;
• Pre-deal dividend distributions
subject to double tax
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•
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S Corps, LLCs, Partnerships;
Allows Asset Sale;
Buyer get’s basis step up
Seller avoids double tax and
basis increase for past
earnings
• Post deal seller tax benefits
should drive higher purchase
price
Seven Steps
C Corp Conversion to S Corp
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Make sure you meet S Corp Eligibility Requirements;
Elect S Corp Status
10 Year “Built-In Gain” Period;
BIG Tax Paid on Conversion Date Gain in Assets if Assets disposed
within 10 Years;
• If Company is expected to appreciate substantially over the next 3-5
years prior to sale, this should be beneficial;
• Option to do a stock sale to avoid BIG tax still exists
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Recapitalization Structure
• Recap defined:
– Seller has a continuing interest
– Seller participates in future value creation to the extent of this
continuing interest
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Recap: S Corporation
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Use of LLC structure to facilitate sale can accomplish asset step up for
Buyer’s portion;
Seller continues with a continuing interest;
Target’s shareholders recognize gain (OI or CG) on the asset sale of
target’s assets;
Special allocation of depreciation/amortization to the Buyer group;
Be careful to avoid issues with continuing interest and anti-churning rules
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Seven Steps
Recap: LLC or Partnership
• Seller continuing for a minority share can be accomplished more
easily with an LLC or Partnership;
• More flexibility in percentage interest retained by Seller;
• Buyer can get basis step up for consideration given to sellers;
• Special election made to achieve basis step up as a result of
purchase of seller’s units
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Seven Steps
Recap: C Corp
• Buyer purchases majority control from seller;
• Buyer unlikely to achieve basis step up unless a deemed asset
election can be made and corporate level tax is sheltered as
previously mentioned
• Seller should receive capital gain on shares sold
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QUESTIONS?
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CBIZ MHM, LLC Contacts
Doug Hubert
Managing Director, CBIZ Mergers & Acquisitions Group
 770.858.4491  [email protected]
Steve Henley
National Tax Practice Leader, National Tax Office
 770.858.4443  [email protected]
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Thank You
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CBIZ Financial Solutions, Inc. Disclosure
CBIZ Mergers & Acquisitions Group is a division of CBIZ
Financial Solutions, Inc., which is a wholly-owned
subsidiary of CBIZ, Inc. (NYSE:CBZ)
Securities & Investment Advisory Services offered through
CBIZ Financial Solutions, Inc., member FINRA, SIPC
and Registered Investment Adviser
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Seven Steps
Copyright © 2011. CBIZ, Inc. All rights reserved.
Contents of this publication may not be reproduced without the express written
consent of CBIZ. To ensure compliance with requirements imposed by the IRS, we
inform you that—unless specifically indicated otherwise—any tax advice in this
communication is not written with the intent that it be used, and in fact it cannot be
used, to avoid penalties under the Internal Revenue Code, or to promote, market, or
recommend to another person any tax related matter. This PowerPoint is
distributed with the understanding that CBIZ is not rendering legal, accounting or
other professional advice. The reader/participant is advised to contact a tax
professional prior to taking any action based upon this information. CBIZ assumes
no liability whatsoever in connection with the use of this information and assumes
no obligation to inform the reader of any changes in tax laws or other factors that
could affect the information contained herein.
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