I attended the TLMi Annual Meeting held in California. As usual, it was a great success. I was especially impressed with the speakers: Rick Barrera “Over Promise and Over Deliver”; Alan Beaulieu “Economic Outlook”; and Alex Goldfayn “Marketing for Revenue Growth.” All were excellent, but I felt that some of Mr. Goldfayn’s remarks were worth repeating. Listed below are those remarks:
- “You should systematically communicate your value to people who can buy it. Create your own social media, forget Facebook and Twitter, they have millions who don’t know you.”
- “Sales are one-on-one; marketing is for many.”
- “Quantity trumps quality. The more they hear from you, the better the results.”
- “Good product and poor marketing is the best kept secret.”
- “Spending time on products and services that are an 8 or 9 will not generate new revenue. Improving marketing that is a 2 or 3 will give you many more opportunities.”
- “If they do not know about your product, they cannot buy it.”
- “Under plan and over execute.”
- “Let more people know about your value today than yesterday.”
These are a few of the gems offered up by Mr. Goldfayn. If you get a chance to hear him speak, do not pass up the opportunity. If you want to chat, give me a call at 201-523-6326 or e-mail at firstname.lastname@example.org.
If you are presently outsourcing a reasonable amount of business that is not a core market for you, you might want to partner with a company who does focus on this market. Partnering may mean making an investment in the partner company and becoming a minority shareholder. Some items you should consider before making this investment:
- Can the company produce the outsourced business with its present equipment and at a cost-effective price?
- What will be the makeup of the board of directors? When would management need to seek board approval for capital expenditures, management compensation, or other critical issues facing the company?
- What rights would you have to require the company to re-purchase your minority interest and in what time frame? What method would be used to determine the value of the minority interest?
- In the event that the majority shareholder would offer shares for transfer or sale to an outside party, would the minority shareholder have a right of first refusal to purchase those shares?
- If a sale by the majority shareholder to the minority shareholder was contemplated, how would the revenues that the company is receiving from the minority shareholder be valued?
- How would the minority shareholder receive any remuneration on an annual basis, i.e. management fees; dividends; etc.?
These are a few issues that should be pre-determined before taking a minority interest. The more issues that can be negotiated and agreed to upfront, the better it will be for all concerned.
Presently there are two major methods in which a merger or acquisition occurs in the graphics industry. It is either strategic or a tuck-in. Today I will address the tuck-in method.
A tuck-in occurs when a Buyer is seeking to merge with or acquire a company whose earnings are weak or non-existing. The Buyer is seeking to purchase the Seller’s customer list and sales revenues, along with other intangible assets and “tuck in” the Seller’s production into their own facility. Typically the value of the transaction would have the Buyer offering the Seller a percentage of their trailing 12 month sales revenues. The amount offered might be in the range of 20% to 30% of sales depending on the quality of the customers; large concentrations of sales with a few customers; the gross margin the Buying company believes they will receive utilizing their equipment at the Selling company’s prices; and the likelihood that the Buyer will be able to retain the business. This amount will be paid over a 3 to 5 year period on the retained business year by year, with a cap equal to 20% to 30% of the original trailing 12 months’ sales. An upfront amount will be negotiated and paid at closing.
The acquiring company may or may not retain the Seller’s sales personnel, customer service representatives, or other key inside personnel.
The Seller will retain all of the equipment not needed by the Buyer, working capital, and long-term debt. The Seller will then proceed to have an orderly liquidation of their business. In most cases, the Buyer works with the Seller to make this as painless as possible for both the Seller and the customers.
Very often a client has identified 7 to 10 potential companies that they wish to reach out to for prospective acquisitions. Usually they are competitors or companies that a vendor has identified as possibly being up for sale. I tell my clients that they are much better off having an independent third party do the Outreach Program for them. Competitors are very uneasy about sharing information and usually do not want their competition to know that they might consider a sale. The independent can ascertain whether a company would consider an acquisition without identifying the client. A Non-Disclosure Agreement can be put in place that very often mitigates the prospects concerns. After this has been accomplished, the third party has usually developed a relationship with the candidate, who then is more likely to open up.
In addition, I strongly recommend that the client not limit the Outreach Program to just the 7 or 10 they have identified. They should work with the independent to develop a profile and then have the independent review their data base to determine who else might fit the client’s needs. The odds for success are much greater as you increase the number of potential candidates.