We have been discussing the positives and considerations of organic growth vs acquisition, this is a very topical subject especially with a buoyant M&A appetite, buy and build company structures are ever increasing and within fragmented sectors.
So how do you turn a small business into a big one? Or, grow an already significant company into market dominance? For business owners and executives, these are the critical questions that demand sound planning, consistently astute decisions and successful execution.
The approaches to growing businesses are as numerous and diverse as the range of businesses themselves. While small companies tend to favour an internally focused organic approach and large companies usually favour growth by acquisition, both avenues are open to companies of any size. The key is formulating an appropriate strategy, and assembling a strong business case based on the strategy.
Build or Buy?
Either “build or buy” can be effective, but each present risks and trade-offs that must be carefully considered and skill fully addressed if success is to be achieved. Whether the growth strategy is introspectively organic or includes such inorganic approaches as mergers, acquisitions, joint ventures, or organic-inorganic hybrids, care must be taken in planning and execution to ensure the end result creates real value and positions the business for future opportunities.
Growth From Within
Businesses that pursue organic growth – growth from within – learn that such growth requires time and nurturing, as expanding must be done prudently, at each point biting off only what the business can chew, and allowing each move to digest before expanding further. The risks of organic growth lie in expansion that outpaces the ability to effectively manage, stretches resources too thin, strains capital, or diverts focus from the business’ core mission. Businesses that grow organically can control their rate of growth and normally face less cultural and integration challenges than those that choose an inorganic strategy.
Inorganic Growth-Accelerated Approach
With inorganic growth, via mergers, acquisitions, and joint ventures, market share and assets are immediately larger, new skills and knowledge become available, and access to capital and new markets may be easier.
If you have decided to purchase an existing business instead of starting from scratch and you’ve done some initial research to find out more about the business you’re thinking of buying. What now? If the business still looks promising after your preliminary analysis, your next step is to have your acquisition team (your accountant, solicitor and banker) should start examining the business’s potential returns and its asking price. Whatever method you use to determine the fair market price of the business, your assessment of the business’s value should take into account such issues as the business’s financial health, earnings history, growth potential, and intangible assets (for example, brand name and market position).
To get an idea of the company’s anticipated returns and future financial needs, ask the business owner and/or accountant to show you projected financial statements for the business. Balance sheets, income statements, cash flow statements, footnotes and tax returns for the past three years are all key indicators of a business’s health. These documents will help you do some financial analyses that will spotlight any underlying problems and also provide a closer look at a wide range of less tangible information.
Among other issues, you should focus on the following:
Excessive or insufficient inventory.
If the business is based on a product rather than a service, take careful stock of its inventory. First-time business buyers are often seduced by inventory, but it can be a trap. Excessive inventory may be obsolete or may soon become so; it also costs money to store and insure. Excess inventory can also mean there are a lot of dissatisfied customers who are experiencing lags between their orders and final delivery or are returning items they aren’t happy with.
The lowest level of inventory the business can carry.
Determine this, then have the seller agree to reduce stock to that level by the date you take over the company. Also add a clause to the purchase agreement specifying that you’re buying only the inventory that’s current and saleable.
Uncollected receivables stunt a business’s growth and could require unanticipated bank loans. Look carefully at indicators such as accounts receivable turnover, credit policies, cash collection schedules and the aging of receivables.
Use a series of net income ratios to gain a better look at a business’s bottom line. For instance, the ratio of gross profit to net sales can be used to determine whether the company’s profit margin is in line with that of similar businesses. Likewise, the ratio of net income to net worth, when considered together with projected increases in interest costs, total purchase price and similar factors, can show whether you would earn a reasonable return. Finally, the ratio of net income to total assets is a strong indicator of whether the company is getting a favorable rate of return on assets. Your accountant can help you assess all these ratios. As they do so, be sure to determine whether the profit figures have been disclosed before or after taxes and the amount of returns the current owner is getting from the business. Also assess how much of the expenses would stay the same, increase, or decrease under your management.
Working capital is defined as current assets less current liabilities. Without sufficient working capital, a business can’t stay afloat—so one key computation is the ratio of net sales to net working capital. This measures how efficiently the working capital is being used to achieve business objectives.
Sales figures may appear rosier than they really are. When studying the rate of growth in sales and earnings, read between the lines to tell if the growth rate is due to increased sales volume or higher prices. Also examine the overall marketplace. If the market seems to be mature, sales may be static—and that might be why the seller’s trying to unload the company.
If your analysis suggests the business has invested too much money in fixed assets, such as the plant property and equipment, make sure you know why. Unused equipment could indicate that demand is declining or that the business owner miscalculated manufacturing requirements.
Take time to understand the business’s operating environment and corporate culture. If the business depends on overseas clients or suppliers, for example, examine the short- and long-term political environment of the countries involved. Look at the business in light of consumer or economic trends; for example, if you’re considering a store that sells products based on a fad like Crocs, will that client base still be intact five or 10 years later? Or if the company relies on just a few major clients, can you be sure they’ll stay with you after the deal is closed?
Final word; you may be tempted to acquire a competitor to take it off the market or gain access to its products and revenue. In most cases it will be risky. If you are not familiar with the process, bring in an adviser to help. Due diligence is tricky. Valuations are even harder. Discount the current revenue stream in your valuation. It will likely go down.
On the other hand, you may be able to increase the size of your business by 50 percent or more overnight. It could be a good long-term strategy, as the business consolidates.