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Musings on business value, sale preparation, sale negotiations, sale structure.

Archive for July, 2014

Demand, threat and opportunity in pricing

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One valuation model which is used in determining a possible selling price on the open market is that of comparing a business to similar companies which have been sold. Essentially making a comparison between “their earnings versus selling price” and “my earnings versus what my business is therefore worth”. It is a helpful tool, and one which we use in all valuations as one of our reality checks to moderate our more theoretical calculations against what has actually been achieved out there.

Using it back to front creates many problems for business owners. I have long written about the “braaivleis valuation”, which is essentially the use of this method in isolation of any useful measures.

“But hang on”, says the bloke selling his business. “Instagram just sold for one hundred million US Dollars. Why is my business not worth a similar multiple.
Or as a friend wrote to me last week: But I’ve been wondering if this is for “traditional businesses” only. How else do we explain the stupid amounts of money people pay for online businesses that makes no cash. Consider the buy-out of Instagram… This article is inspired by that email.

So for some background, here are some of the considerations in placing a value on businesses:

  1. What is the exposure to customers? If a business will rely on a small number of customers, it will have a problem. If four of them leaving were to destroy the business, there is a problem. If the business has millions of customers (users, in the case of Instagram), it would take a monumental loss of numbers to change its momentum.
  2. What is the exposure to suppliers? If a business relies on a single ingredient, available from only one supplier, and therefore has no redundancy, it’s value is compromised. If the same ingredient is available from several suppliers, but that ingredient cannot be guaranteed, there is less of a problem, but a problem none the less. Instagram has no such problem.
  3. What exposure is there to a small number of highly trained employees? This particularly, if they are paid at the minimum level required to keep them. Most of these high selling tech companies have a small group of employees; true. But they are all incentivised by stock options. So when the business is sold, they often end up becoming millionaires overnight. That helps.
  4. The exposure to environmental issues, such as emission taxes, filtering of waste water, disposing of dangerous chemicals and even scrapped off cuts. Instagram does not even understand the concept, and instead bans bottled water and non green hand wash in its bathrooms! Puerile, I agree, but it makes the point.
  5. Its exposure to currency fluctuations.
  6. Its exposure to the possibility of war, and as a basis for this, its host country, or more likely countries, in the case of tech companies.
  7. Its ability to reach out globally, and scale itself. Tech companies, once established can scale beautifully, simply by moving some code around the planet, at almost zero cost to themselves, and only a bit of inconvenience to some noughts and ones.
  8. The difficulty with which a similar business will become available – being copied. It may be easy for new start ups to do something similar, but will they ever get the traction in numbers? Literally hundreds of millions of users in the case of some tech companies. Those numbers are across borders, continents and hemispheres.
  9. It is of course that following which the buyer is after. If it can prevent this audience falling into the hands of a competitor, then this alone will persuade it to pay way over the top.
  10. If there are synergies between buyer and seller, even more value is added. For instance in the case of Facebook buying Instagram, it has an immediate easy access to its users posting and modifying social snaps of themselves, via their smartphones. More snaps, more posts, more page impressions, more advertising revenue.
  11. Who are the the customers? Who are the users? If they are young, hip and not tech averse, and they come in their numbers; seemingly born with smart phones in their hands, then gold beckons. You and I are dying out. These youngsters will drive this vehicle soon, and their productivity and therefore earning power will reclaim everything our grandparents and parents lost through two world wars and a bunch of nonsense which followed.
  12. If the business is operating at the cutting edge of its technology, and it is easily able to integrate into the new owner’s existing business, then all the better. For the forward looking tech company, designing its systems with the future integration into a parent in mind, will also establish a higher price, simply because the cost of that integration is already taken care of. That is a high risk strategy, if it turns out that the target parent is not interested, and the alternative parent uses a different technology.

This is by no means an exhaustive list of valuation determinants, but it should give you an idea as to why some businesses sell for “stupid amounts of money”.

How many of those boxes does your business tick? Probably not very many. So here’s a thought for the end of the year: “Which ONE box can we add to the profile of our business in our business plan for the next year? Put that to the strategic planning team.

Right now Google is in the home straight of acquiring a company called Twitch for US$1Bn. To put that in perspective; it equates to something like 44 Nkandlas!

Have you heard of Twitch? Me neither. It is an add on to what Google already does via YouTube, allowing users to broadcast live video of what is happening on their screens. Millions of young gamers use it to show how good they are at killing imaginary things. Imagine now, how useful that would be in demonstrating stuff on your computer to your customer base, using a platform which is already available through YouTube (owned by Google).

Footnotes about Twitch:
It is privately owned, and raised US$35 million in funding from a number of investors who are set to make a huge return on their investments.
It has 130 employees.
It has 45 million regular users.

Today is not the end

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Years ago, at the start of the interwebs, and long before blogging became a thing which was so easy to do, there was a web site designed for the pathetic edification of spurned men. Its subject matter was compromising photos of ex girlfriends. From what I was told (ahem – ed) the photos were fairly innocuous by today’s somewhat more gynecologically educational samplings. Those pictures were mostly blurry scans of old Polaroids with younger topless girlfriends having a good time around the pool, at the beach and so on.

At some stage the bloke who had squirreled a photo away in a shoe box, behind old running shoes in his cupboard, had fallen out with the formerly young lady and decided to send the pictures to a lonely geek who would in turn put them up in his website called exGirlFriends dot something or other.

Today there is a breaking story of a young woman who on visiting one of the WWII concentration camps, took a selfie of herself. There is quite a stink about it on social media. In looking for the picture in writing this, I stumbled onto lots of disturbing stuff, far more troubling than a bunch of topless college kids. You can google “selfies in serious places” yourself.

So apart from waffling on about my depraved early internet surfing; what is this all about?

Seeing those topless pictures, I have always counselled my sons about the risk of allowing compromising photos of themselves to be taken at all. But more than that, today I had reason to write to one of my clients and ask him to open a separate private GMail address for us to communicate through during the negotiations for the sale of his business.

Earlier this year I sold a business in which the seller had for years used a generic domain name for his email address which was both his personal and his business address. For a long time all his personal, religious, political and anti establishment stuff came to the same inbox as his product orders, customer queries and medically sensitive correspondence. So too, were discussions between he and I about the various sellers who had been interested in buying the business.

The address became an issue once he had accepted a rather nice offer. The buyer quite understandably wanted to have that email address. It’s a bit like feeling entitled to the Post Office box of the company, its premises, telephone number and web site; and rightly so.

So think about that from now on if you use your work email address for personal stuff. It is after all a very inexpensive exercise to get yourself a GMail account. Actually it’s free, and you can access it off any web site or smart phone, wherever you are. And it’s yours for life. Did I mention that it costs nothing. Ever. Get two. Sam Cowan has a Twitter account for her dog. You can have two GMail accounts. And then when you sell your business, it won’t be with a fear of embarrassment after the fact.

Do it if you are even remotely likely to sell your business one day.

How rising interest rates affect business value

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Where were you in ’74?

I was a pikkie at Florida Primary school. Prime interest rate was at 7.5% the previous year. At the end of ’73 Prime went up to 8%. South Africa has never seen interest rates that low, since. In 1974 Prime leapt in a series of moves to 9%, 10%, 11% and finally 12% on 7 October. That was a leap of 60% in the cost of borrowing money, in less than a year.

My source is Here is the picture:

South African Prime Rate History graph

I’m no expert on interest rates, but then I don’t think it needs any expert to predict that interest rates are likely to rise soon.

If they do, this is how the value of your business will be affected:

  1. Your business’s monthly expenses will go up if you have any borrowings at all. This will result in lower profits, which in turn automatically results in lower business values. No brainer.
  2. Sellers fearing the worst will be added to the pile of businesses on offer. Extra supply drives prices down.
  3. It will become more advantageous for cash flush people to leave money in bank accounts earning interest, than invested in more risky investments such as businesses. A lowering of demand generally leads to lower prices.
  4. The cost of borrowing to buy businesses will go up – higher interest rates. As a result it will become more difficult for people to borrow in the face of tighter borrowing covenants. In my experience, this results in the inevitable lower outcomes of sale negotiations. Sellers who have to sell, will do so at lower prices.

As I say: I am no expert on interest rates, but I do feel in my water that interest rates may just start ticking up soon. I am old enough to remember interest rates of more than 25%. I talk about those days around the braai today, and nobody seems to remember. The current regime is just as capable of cocking it up as the last one.

Some perspective: 25% Payable on your home loan of R1M, over 20 years will cost R21,000 per month. At the current 8.5% it is costing R8,700 per month. “Prime plus…“ arrangements have been ignored in that calculation.

So in addition to the four points about interest and business value: Consider the discussion the prospective entrepreneur will be having with its spouse about affordability and over extension, before they make any offers on your business.

I’m not suggesting that Prime will rocket to 25% in three and a half years the way it did under PW Botha. But it is worth knowing how interest rate changes can affect the value of your business.