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Bridging the Valuation Gap Between Business Seller and Business Buyer

In an earlier article we discussed a survey that we did with the Business Broker and the Merger and Acquisition profession. 68.9% of respondents felt that their top challenge was dealing with their seller client’s valuation expectations. This is the number one reason that, as one national Investment Banking firm estimates only 10% of businesses that are for sale will actually close within 3 years of going to market. That is a 90% failure rate.

As we look to improve the performance of our practice, we looked for ways to judge the valuation expectations and reasonableness of our potential client. An M&A firm that fails to complete the sale of a client, even if they charged an up-front or monthly fees, suffers a financial loss along with their client. Those fees are not enough to cover the amount of work devoted to these projects. We determined that having clients with reasonable value expectations was a key success factor.

We explored a number of options including preparing a mock letter of intent to present to the client after analyzing his business. This mock LOI included not only transaction value, but also the amount of cash at closing, earn outs, seller notes and any other factors we felt would be components of a market buyer offer. If you can believe it, that mock LOI was generally not well received. For example, one client was a service business and had no recurring revenue contracts in place. In other words, their next year’s revenues had to be sold and delivered next year. Their assets were their people and their people walked out the door every night.

Our mock LOI included a deal structure that proposed 70% of transaction value would be based on a percentage of the next four years of revenue performance as an earn out payment. Our client was adamant that this structure would be a non-starter. Fast forward 9 months and 30 buyers that had signed Confidentiality Agreements and reviewed the Memorandum withdrew from the buying process. It was only after that level of market feedback was he willing to consider the message of the market.

We decided to eliminate this approach because the effect was to put us sideways with our client early in the M&A process. The clients viewed our attempted dose of reality as not being on their side. No one likes to hear that you have an ugly baby. We found the reaction from our clients almost that pronounced.

We tried probing into our clients’ rationale for their valuation expectations and we would hear such comments as, “This is how much we need in order to retire and maintain our lifestyle,” or, “I heard that Acme Consulting sold for 1 X revenues,” or, “We invested $3 million in developing this product, so we should get at least $4.5 million.”

My unspoken reaction to these comments is that the market doesn’t care what you need to retire. It doesn’t care how much you invested in the product. The market does care about valuation multiples, but timing, company characteristics and circumstances are all unique and different. When our client brings us an example of IBM bought XYZ Software Company for 2 X revenues so we should get 2X revenues.

It is simply not appropriate to draw a conclusion about your value when compared to an IBM acquired company. You have revenues of $6 million and they had $300 million in revenue, were in business for 28 years, had 2,000 installed customers, were cash flowing $85 million annually and are a recognized brand name. Larger companies carry a valuation premium compared to small companies.

When I say my unspoken reaction, please refer to my success with the mock LOI discussed earlier. So now we are on to Plan C in how to deal with this valuation gap between our seller clients and the buyers that we present. Plan C turned out to be a bust also. Our clients did not respond very favorable when in response to their statement of value expectations we asked, “Are you kidding me?” or “What are you smoking?”

This issue becomes even more difficult when the business is heavily based on intellectual property such as a software or information technology firm. There is much broader interpretation by the market than for more traditional bricks and mortar firms. With the asset based businesses we can present comparables that provide us and our clients a range of possibilities. If a business is to sell outside of the usual parameters, there must be some compelling value creator like a coveted customer list, proprietary intellectual property, unusual profitability, rapid growth, significant barriers to entry, or something that is not easily duplicated.

For an information technology, computer technology, or healthcare company, comparables are helpful and are appropriate for gift and estate valuations, key man insurance, and for a starting point for a company sale. However, because the market often values these kinds of companies very generously in a competitive bid process, we recommend just that when trying to determine value in a company sale. The value is significantly impacted by the professional M&A process. In these companies where there can be broad interpretation of its value by the market it is essential to conduct the right process to unlock all of the value.

So you might be thinking, how do we handle value expectations in these technology based company situations? Now we are on to Plan D and I must admit it is a big improvement over Plan C (are you kidding)? The good news is that Plan D has the highest success rate. The bad news is that Plan D is the most difficult. We have determined that we as M&A professionals are not the right authority on our client’s value, the market is.

After years of what are some of the most emotionally charged events in a business owner’s life, we have determined that we must earn our credibility to fully gain his trust. If the client feels like his broker or investment banker is just trying to get him to accept the first deal so that the representative can earn his success fee, there will be no trust and probably no deal.

If the client sees his representatives bring multiple, qualified buyers to the table, present the opportunity intelligently and strategically, fight for value creation, and provide buyer feedback, that process creates credibility and trust. The client may not be totally satisfied with the value the market is communicating, but he should be totally satisfied that we have brought him the market. If we can get to that point, the likelihood of a completed transaction increases dramatically.

The client is now faced with a very difficult decision and a test of reasonableness. Can he interpret the market feedback, balance that against the potential disappointment resulting from his preconceived value expectations and complete a transaction?

5 Challenges in Business Intelligence and How to Solve Them

Ever wondered what a well-planned and deployed business intelligence project can do for your business without all the challenges? By now if you’re not aggressively mining your data you’re not only leaving money on the table, you’re falling behind your competitors. Looking for basic aberrations and trends in data for sales, marketing, operations and customers is second nature to most companies. This will help you tread water for a time but did you know you unlock exponential value to your data once you reach cross functional, role based, and collaborative analysis which enables iterative business process improvement?

The challenges to operative data visibility are pretty easy to identify in a company. Do any of these ring a bell? You have a thousand spreadsheets stored on your network and different departments may have different values for the same measure? The executives have clear objectives and have a strategy but if you ask an individual contributor there is only a vague notion of what they are, or are pursuing their own department objectives? You have data, a vision for analyzing your marketing or industry metrics but your IT department takes so long to assist with setting up the reporting tools and infrastructure that it becomes irrelevant before you can act?

But let’s back up a little and first understand what business intelligence is in the first place. There are a lot of terms thrown around like analytics, ad hoc reporting, data warehouse, key performance indicators and forecasting to name a few. If you ask ten people you’re likely to get 20 answers to the same question. The fact is, business intelligence applied in a business environment is an ecosystem of both technical and business factors that drive performance in an organization aligned to strategic objectives. The business components like strategy mapping, business process improvement and collaboration are just as important to the technical reporting, warehouse and ETL tools.

The actual process for running or starting a business intelligence project is a prescriptive methodology that is very different from other types of projects and as such there are best practices based on the size of the organization, vertical, maturity, objectives and processes being measured. In some ways it’s both an art and a science.

In short form, you’ll thoroughly understand your company’s objectives and how your department fits into that story. Then analyze the different processes in your company that affect those performances. Determine the measures within those processes that can be affected by managing their performance. These should be as far back in the process as possible which we call leading indicators, those which can be changed before the results are locked into your balance sheet. Then on the business side you’ll start your internal marketing campaign, yes internal. And at the same time start to round up the data for your analysis. And this is when the real work begins!

Though the following tips are not exhaustive or definitive, they are certainly some traps that a lot of organizations fall into while stepping up the BI Maturity Ladder from basic operational and transactional reporting to immersive and responsibility based performance management.

Executive sponsorship is critical but so is employee buy-in

Ever heard the term, “you can’t push a rope”? Leadership can have the greatest plans for moving the business forward but unless each and every contributor to the processes that affect the outcome have bought into the mission and actively participate, the movement won’t get very far. Yes you can use the hammer and tie incentives to performance immediately instead of over time for which you will receive immediate backlash as a result. Or better yet positive reinforcement by making progress and goals at a high level visible and celebrated for all to see and introduce some cross department competition on conformed measures. A good leader inspires the best in people, not the worst.

Pro tip: Leadership should make every effort to communicate not just on the metrics but also adoption and accuracy.

Drive vertical then go horizontal

Lofty enterprise goals are very hard to implement across an organization, it requires massive amounts of cooperation amongst departments to define measures, setup architecture and extract from complicated source systems which can be expensive. Instead start with one process that, for example, drives one channel of your sales funnel and then drive that vertical to the individual contributor level in the form or actionable reporting, “Here are the clients that need to be called today for satisfaction feedback”. In this way you can start to see immediate results and use it as a template to implement in your organization for other processes and departments.

Pro tip: Setup a regular BI governance and education roundtable meeting to foster communication and iterative improvement among the BI stewards at all levels.

Stay focused on the business drivers, not the technical hurdles

There is an odd dichotomy to business intelligence depending on your business or technical background. If you are a business person maybe you’ve heard of the Kimball methodology for data warehouse design. If you haven’t that’s okay but that’s what your IT professionals are using to build out your backend data repository and this may not always provide the data in the form that you need from a business perspective. It is an object oriented approach to data that, depending on the complexity of the data sources, can take months or years to develop and deploy. If your organization needs to be nimble shouldn’t you be able to make decisions faster than that? To overcome this as a business user, start with a coherent set of sample data and then prototype what you want in your role-based reports and dashboards, including objectives and goals. You should define the calculations, granularity, security, availability and as much agreement from business leadership as you can before approaching IT. Your month long sprints should include visible deliverables back to the business even if they are very small iterative improvements.

Pro tip: Your business intelligence architect is the best translator between business and IT, they will make this communication much easier.

Organizational change and data visibility is unsettling

When you first begin your BI initiative you will probably begin with interviews to better understand your processes from the different subject matter experts and data stewards. Through these interviews it will be pretty easy to spot who is not on board with your project. Everyone is busy and it’s not easy to squeeze out more time for yet another “pet” project of the higher-ups. Not to mention it may require change to already overburdened workers who are trying to do the best they can with less budget and time. But there can be other reasons as well, data visibility can expose weaknesses or mitigate control over a certain functional area. On the positive side, data visibility can also expose strengths and opportunities which may be leveraged in other areas. Once again, focusing on the ultimate objectives, clear an honest communication and support from the executive team is essential to moving through road blocks. The challenge is to make the change process as positive as possible for all involved. Rapid and successful improvements in processes leading to better metrics will help show value and increase confidence in the initiative.

Pro tip: During requirements be sure to measure the current state process in terms of hours or cost or opportunity and then the improved state so later you can show your BI on BI in the form of ROI.

Don’t exclusively focus on financial metrics

At the end of the quarter or year it’s not uncommon to get a report on sales revenue, cost of goods sold, other expenses and profit. But by the time these are realized whatever variables led to these metrics are impossible to change for the current timeframe. You could only look in your rear view mirror for potential fixes to be applied to the next quarter or year. The goal should be to develop an early warning system amongst your operational, customer and employee metrics where if changes are made early enough you would still have time to moderate the effects. Think of your processes as a linear timeline that may intersect other processes. For example, if the goal is to reduce customer acquisition cost by increasing customer retention you might measure employee support training or development speed on customer requested functionality. Both of these processes affect financial performance but the leading indicators allow for much earlier identification and improvement prior to their impact on the bottom line.

Pro Tip: Use what-if scenarios to determine the highest impact leading indicators and set your goals. Indicators can be rated on impact, probability and complexity. Also be sure that you are using key performance indicators and not metrics, KPIs are mostly measured using percentages, indexes and ratios.

So the takeaway from starting and progressing a business intelligence initiative in your organization can have challenges but they can be overcome. Get strong executive sponsorship and involvement, start with a vertical challenge that can provide the best ROI, deliver a role-based solution that can be quickly deployed, understand that change and data visibility can be unsettling so make it a positive experience and finally, start with the financial metrics you want to improve but then identify as far back in the processes as possible those metrics and roles that affect them.