As we continue our series of articles from IBIS Capital director Tim Merel, this month he starts a two-part look at the subject of selling a company.
Here in part one he examines the questions that anybody thinking of cashing in should ask themselves before setting the wheels in motion, while next month he'll look into the process itself and give you a step-by-step guide.
Part One - Is it the Right Time to Sell Up?
Ngmoco is the most recent in a string of headline-grabbing online and mobile games deals in the last year, each with an apparently more stratospheric exit multiple (price as a multiple of revenue or operating profit) than the next - Playfish, Tapulous, Playdom anyone?
The perception of a valuation gold rush means that independent games companies across the spectrum are asking me to help them sell their companies now, or are shouting "Buy my company now!" to the major console, media, online/mobile games and private equity firms I also work with.
For high quality companies in high-growth game sectors (casual/social online, iPhone/iPad/smartphone, browser-based MMO, online/smartphone/tablet middleware), there is some logic to this. After all, why not try to take advantage of a perception of scarcity in early stage, high growth markets instead of the hard work of company building?
Yet reality can be quite different. I have recently seen a great online games company being advised to rush its exit process at a full (but not crazy) exit multiple, only to have that process fall over due to buyer concern that acquiring at high multiples today will be seen as consolidating too early and be spanked by the market.
I have also seen console independents going to market with expectations that they will see the sorts of valuations of the headline grabbing deals, based on excitement about growth in online and mobile. Maybe someone will do these deals because of strategic and operational value, but they will need to be brave.
So before you set out your stall and spend a lot of time and money trying to cash in your chips, I thought it might be worth giving you some rules of thumb to help you along the way (or help you decide to continue building your business instead). This will be set out in two parts. This first covers your decision to sell your company, with the second setting out how to actually go about doing so.
Why do you want to sell your company?
Do you really need to sell?
You wouldn't be reading this unless you were thinking about selling your games company, but please pause until you've exhausted all other possibilities. Selling companies is a difficult, painful and slow process. There are no guarantees that you will successfully sell your company on reasonable terms, or at all.
More sale processes fail than succeed, and many entrepreneurs end up not realising the full value of their business. You may be better off spending the next 6 to 12 months growing your business instead of focusing on selling it. You won't want to hear it now, but not selling may be your best option.
If you want to sell your company, then clearly you will be able to say why now is the right time. It sounds obvious, but buyers tend to suspect that you are selling because you know something that they don't. This is even more important when the market is volatile, your market is still at an early stage, and valuations are generally full. You need to be able to address their fears.
Can you sell your company?
You may not want to hear it, but many companies can't be sold even if inherently sound. There are no specific rules, but the criteria which are more likely to excite a potential buyer are:
- Potential market greater than $1 billion
- Potential company revenue greater than $100 million
- Product meets a clear customer need
- Sustainable competitive advantage (your company does something better than the competition that matters to customers)
- Management team has relevant industry experience
- Wholly-owned intellectual property protected
- Scalable business model (as your revenues grow, your profit margin increases)
- Not highly capital intensive (unless scalable)
- Not highly people intensive (unless scalable)
For trade buyers:
- Strategic advantage from your company for their business
- IRR (Internal Rate of Return, which is the discount rate at which the net present value of cashflows from and to investors equals zero) greater than 20 per cent
- Operating margin (operating profit/revenue) greater than 20 per cent
For private equity firms:
- Clear buyers for exit within five years, without reliance on IPO (Initial Public Offering of your shares)
- At least two years' track record of profitability with operating margin greater than 20 per cent
- IRR greater than 30 per cent
- 3-5x money multiple (multiple of original investment that an investor receives on exit)
Should you sell to private equity or trade buyers?
Focus on who you think will give you the best exit, considering:
- Total price: Depending on market conditions, private equity buyers can outbid trade buyers due to their leveraged funding approach. However, when debt markets are challenging (ie today), this situation can reverse
- Cash on closing: Private equity will generally want to minimise the up front cash component, so tend to offer less cash up front than trade buyers
- Earn out: Most buyers defer part of the cash component of the sale price based on how the business performs. Both trade and private equity buyers use this mechanism, although for trade buyers it inhibits effective integration of the business into their own because of conflicting management incentives
- Equity roll over: Private equity firms generally want management to roll over a meaningful proportion of their current shares into the new entity which owns the company. As the private equity firm will be looking to generate a 3-5x money multiple when it sells the business as part of its own exit, this can be actually be quite valuable to you. Trade buyers may ask management to accept shares in the acquiring company as part or all of their payment, which depending on your assessment of their own prospects can also be valuable. Be very clear on what you need to take off the table now, and what you are prepared to risk in future
- Culture: Private equity firms drive their acquisitions very hard, so management will generally work longer hours in a private equity owned company. If management want to see their families occasionally, a trade buyer may be a better option
If you decide to target private equity buyers, firms tend to specialise in specific deal sizes:
- Small: $30-50 million
- Mid-market: $50-200 million
- Large: $200-500 million
- Mega: More than $500 million
What is your company worth?
Buyers always think your company is worth less than you expect, because their view of risk is based on their own investors' views of risk. In terms of valuing your company, the usual methods are:
- Present Value ("NPV") using Discounted Cashflow ("DCF") projections
- Trade buyers may use their own Weighted Average Cost of Capital ("WACC") discount rate
- Private equity firms will often use a 30 per cent discount rate
- Recent comparable transaction operating profit multiples (Enterprise Value/Operating Profit) using last year's actual performance and this year's projected performance. Investors tend to be more comfortable with valuations based on profits already delivered than those projected
- Comparable public company Operating Profit multiples, modified to reflect different risk levels, limited liquidity, and other specific differences such as capital structure and growth rates, between your company and comparable public firms
In today's videogames market, we have seen everything from less than 1x revenue to over 13x revenue and sensible operating profit multiples to those approaching infinity. Some people like to use proxies such as Enterprise Value/Number of registered or paying users, but the ranges here are also very broad.
So while it isn't an easy question, you need to take advice on what is realistic and work from there.
Tim Merel is a Corporate Finance director with Videogames, Digital Media, Technology and Telecoms industry and investment experience across Europe, USA and Asia Pacific. With background in software engineering, law and business from Yale and Sydney University, Tim has the trifecta of evil professions: was a lawyer, then worked for Rupert Murdoch and is now an investment banker. Tim's Global Video Games Investment Review is now available and he can be contacted directly.