transformative change

“Are We There Yet?” — Change, Communications, and Culture

If there’s anything that’s more difficult than transformative change, it’s communicating about transformative change. And let’s face it, the past two years have been defined by change.

As leaders of organizations living through a profound period of global change, we’ve learned some powerful lessons:

  • The future will not be more stable or more certain.
  • Black swans feel much different when we live through them (sometimes multiple times), than when we read about them in economics textbooks.
  • Disruption or large scale change cannot be contained to one aspect of life.

In short, societal shifts spill over into personal and business life, business upheaval impacts personal and societal security, and uncertainty about personal health throws a wrench into every aspect of life. No matter how hard we try to avoid it, transformative change comes for all of us.

With the hindsight of the last few years, now is the time to review our approach to change and ask ourselves how we can better prepare for and communicate about the next wave of transformative change. Let’s take a closer look at the core aspects of strong communication here.

The Pulse of the Organization

Exhausted organizations do not handle change, let alone transformation, well. Think about how well you operate after a series of all-nighters. Even the thought of having to eat — to survive! — feels like a monumental task. Similarly, exhausted organizations can barely perform key functions, which doesn’t bode well for facing changes with grace.

When leaders continually keep their fingers on the pulse of their organizations, however, they are less likely to lead exhausted organizations and much better positioned to handle transformation. Keeping your finger on the pulse means recognizing when your people are being pushed to their breaking point and making the necessary adjustments needed.

How do you take the pulse of your organization?

  • Get to know your employees and customers: Use pulse surveys (Voice of the Employee (VoE), Voice of the Customer (VoC) surveys), “ask me anything” sessions (AMAs), virtual and IRL coffee chats, town halls, skip level meetings, “walking the halls” (for those back in the office).
  • Get to know your leaders: Keep tabs on your people leaders and customer leaders too. Managers can often be the linchpins of culture and influencers of others.
  • Ban the “just deal with it” mentality: Of course, decisions need to be made and transformative change must go on, but if your strategy is to tell your people to “just deal with it,” then you have a failed strategy on your hands. Instead, build a plan with the tools, support, resources, and aircover they need…and be ready to adjust. 

Transformative Change and Culture

Taking the pulse of your organization is only the beginning of figuring out how to communicate about transformative change. To really pull this off, you also need to consider the culture on a deeper level.

Having a change playbook is important, to a point (and lord knows you can find a consultant who will sell you one), but remember that a guide is just that — a guide. There may be times when what your team really needs is for you to set that playbook on fire (maybe even literally).

Here are some areas to consider when it comes to culture: 

  • Consider what is authentic to your organization. What is the general tone of communication? And if there was ever a time to be more transparent, more honest, more plain spoken…transformative change is that time.
  • Consider who is trusted in your organization. Perhaps the Board of Directors is more trusted than management (I’ve worked there). Or perhaps long-tenured middle management is trusted more than the new or newer executives? Understanding these relationships and building that into your strategy is crucial.
  • Consider why you’re doing what you’re doing and have a good answer. Just because “all the other $1B organizations” use top-down communications for layoffs, doesn’t mean that you have to. Keep in mind, “because I said so” is not a successful strategy for successful change.
  • Consider what you are asking of your team and customers. Transformative change, or any change (hello, Atomic Habits), requires commitment. It’s about the larger purpose and that’s generally an emotional ask. You are asking your team and your customers not just to help you make a business change, but to take a journey with you toward achieving your organizational purpose — which will solve more customer problems, make the world a better place, make the organization a better place to work, or any combination thereof.

A Few More Do’s and Don’ts

Once you have thought through the lay of the land and have the big picture in front of you, here are a few more do’s and don’ts to keep in mind.

1. Don’t sand down the edges on the executive team. 

Whether it’s a layoff, a major acquisition, or an IPO, your people are your biggest asset — yes, even in the metaverse. And employees, customers, and the media are all looking for leaders to lead and exhibit humanity.

In a recent interview, Brian Chesky, the CEO of AirBnB, said it well, 

“I think CEOs and leaders are more human than they come across. I mean most of these people are real people. They do have feelings. I think the problem with corporations is the lawyers and the HR people and the others, ‘sand the edges’ off the person in an effort to protect the person. And, that is a major disservice because they just reduce them to something that’s not even a human being anymore, they’re just this very cold person.” 

Of course, you need to work with your executives to communicate in a way that complies with the law and represents the organization appropriately, but this is very different from turning them into robots who are afraid to show any glimmer of vulnerability.

2. Do acknowledge the suckiness, if it sucks.

You may be surprised at how much resistance to transformative change can be relieved with a simple acknowledgment of how difficult it is. When it feels like you’re the only one feeling the pain, change can be a really lonely place. Often your people just need you to see them doing their best through an objectively sucky situation. And if it sucks for you too, talk about it.

3. Do acknowledge the excitement of the future, as appropriate.

As hard as it can be, change also usually comes with a lot of excitement. Don’t be afraid to embrace the excitement and display appreciation for the teams that will make the change happen.

4. Don’t promise a return to the status quo.

Never offer to “stop the change.” It may be tempting to try to relieve the pain of transformative change by promising a return to the status quo on a particular date, for example. This falls into the category of promises you can’t keep, though. Sure, there may be a light at the end of the tunnel, a product launch, a closing date on the merger, but even those flashpoint events aren’t likely to spell the end of change. 

We’re all changing, all the time. Our environment is changing, the market is changing, society is changing. All we can do is remain in a ready stance — flexible, fluid, optimistic, and ready to roll with the next pivot or “tweak.”

Finally, I want to leave you with some more words of wisdom from Brian Chesky because these two sentences are really all you need to know when it comes to communicating about transformative change: “Just do whatever you think is the right thing at that moment. Take care of people and then they’ll root for you.”

And you know Audacia Strategies is here for you. We’re ready to help you better prepare for and communicate about the next wave of transformative change. Let’s talk!

Photo credit: Businessman Applauding With His Colleagues During A Presentation by Flamingo Images from NounProject.com

planning for the future

What’s On the Agenda for 2022?

If you’re like me, you’ve probably seen, heard, and read one too many articles about trends for 2022. I even published a 2022 trend article myself. And as much as I enjoy thinking about and planning for the future with Audacia’s incredible clients, I’m also a realist.

Has anyone effectively predicted anything during the past two years? Fortunately, we don’t need to predict the future to build a solid strategy. What if we, instead, accepted the uncertainty and focused on building flexibility and the capacity for resilience inside our organizations?

With this in mind, let’s discuss what’s in, what’s out, and preview the flexible plan we’re implementing at Audacia Strategies this year.

What’s In

As we continue to watch workplaces shift and organizations rethink how productivity happens, some corporate culture trends have real staying power.

1. Building corporate trust.

The pandemic continues to erode public trust in large institutions. Early last year, when we were mostly feeling optimistic about a swift return to normalcy, we talked about ways corporations could begin rebuilding trust. Back then, public trust of businesses stood at 61%, higher than any other institution, according to Edelman’s Trust Barometer.

Now, after enduring another year of working from home and dealing with the uncertainty of the delta and omicron variants, many of us have given up on the concept of “a return to normalcy” entirely. And the 2022 Edelman Trust Barometer reveals that business holds onto its position as the most trusted institution, with even greater expectations due to government’s failure to lead during the pandemic.

Here are some of the key findings:

  • By an average of a five-to-one margin, respondents in the 28 countries surveyed want business to play a larger role on climate change, economic inequality, workforce re-skilling and addressing racial injustice. 
  • All stakeholders want business to fill the void, with nearly 60% of consumers buying brands based on their values and beliefs, almost 6 in 10 employees choosing a workplace based on shared values and expecting their CEO to take a stand on societal issues, and 64% of investors looking to back businesses aligned with their values. 

“Business must now be the stabilizing force delivering tangible action and results on society’s most critical issues,” said Richard Edelman, CEO of Edelman. “Societal leadership is now a core function of business.”

2. Establishing credibility as a trusted information source.

The 2022 Trust Barometer also revealed that trust in news and information sources has eroded over the past decade. Trust in all news sources has dropped (with the exception of owned media, which rose one point to 43%). Social media experienced the sharpest decline at eight points to 37%, followed by traditional media dropping five points to 57%.

In addition, concern over fake news being used as a weapon has risen to an all-time high of 76%. And the most credible source of information is communications from ‘My Employer’ (65%). 

Clearly, trust is at a premium now, which means there’s also a huge opportunity for organizations to establish credibility as a source of reliable information. Doing so will likely require skillful repetition of the truth and transparency in your internal and external communications.

It’s more difficult than ever for consumers to sift through all the available content and find useful information. Making increasing trust a part of your firms’ strategic plan in 2022 could be a serious differentiator.

3. Staying nimble.

Also, with all the challenges to public trust and uncertainty in the air, perhaps the best strategy for thriving in 2022 is to stay nimble. Where can you keep your strategic options open?

If you’re working on an M&A deal this year, for example, positioning your organization for the sale is key:

  • As your business model and corporate strategy shift with the times, you may need to re-evaluate how M&A fits.
  • Keep in mind that there are more options for M&A available now, such as SPACs and other non-traditional financial configurations.
  • Make sure your due diligence covers more than just the financials. The unfolding of the criminal trial and conviction of Elizabeth Holmes, CEO of the debunked medical startup, Theranos, has driven home this point. Many Theranos investors have been criticized for not doing the proper due diligence.

What’s Out

With the above in mind, let’s turn to what’s striking a discordant note with consumers, investors, and trend-setters.

1. Overpaying for an acquisition.

We’ve seen some of the highest M&A deal volumes ever in the past year, and multiples are at record highs. Still, the M&A market remains competitive. While many deals are worth the multiple, there’s no good reason to overpay for an acquisition. 

In fact, we see firms making this mistake for a variety of reasons:

  • Deal fever: It’s easy to get caught up in the excitement of a bidding war. Instead, be willing to walk away from a deal that doesn’t really work.
  • Cutting corners on due diligence: Due diligence is like going to the dentist. If you don’t do the preventative work, you may end up needing a root canal.
  • Not getting real about your competition: The deal will have ripple effects. Do your best to anticipate how it will affect your competitors and the market in general.
  • Getting entranced by “synergies” [or insert your favorite buzzword]: Don’t fall for talk that sounds good but isn’t backed up by substance. Always have a gut check strategy.

What we recommend: A comprehensive integration strategy that goes beyond IT systems and benefits (both vital!) and addresses culture, leadership style, behavior expectations, and just plain “what’s in it for me?” And by the way, this comprehensive integration strategy should include perspectives from employees, customers, and investors.

Consider one of my favorite quotes from Dan Doran: “Value is analyzed, price is negotiated.” Write it down on a sticky note and keep it top of mind for deal negotiations.

2. Mixed messages to employees and customers.

Remember how we’re inundated with information and unsure whether we can trust any of it? Well, one thing that contributes to this paucity of trust is mixed messages. So replace complex, inconsistent, and vague messages with simple, consistent, and transparent communications.

And also, it can’t hurt to approach all messaging with a healthy dose of realism and empathy. For many, January 2022 feels an awful lot like April 2020. Pandemic fatigue is at an epic level and right now it’s hard to be an employee, a leader, a customer, an investor, a parent, a kid, a teacher, a doctor, a nurse…a human.

3. Everything being a top priority.

With everything we have to deal with on a daily basis, we don’t need the added burden of everything feeling urgent. So it’s best to think extra carefully about your real top priorities as an organization. 

Employee burnout is real. Customer burnout is real. No one has the patience to discern what’s a true priority. If you treat every task or project as if it’s Defcon Level 5, you’re likely to invoke a fight, flight, or freeze response.

Instead, pick your top goals, staff out each project appropriately, and give realistic deadlines, all with team input. Then maintain productivity by communicating your priorities and why to all levels and all stakeholders.

What We’re Doing at Audacia Strategies

Of course, by now, you know we at Audacia are always thinking about how we can walk our talk and 2022 is no exception. 

Here’s what we’re doing to build flexibility and the capacity for resilience:

  • Lots of deep breaths.
  • One of our guiding principles: Start with empathy.
  • Recommitting to our values and actively building our culture around them.
  • Focusing on prioritizing our business investments: We’re doubling down on what has worked by augmenting our offerings and building our capacity to support executive transitions, exits (IPOs, M&A), and refreshed marketing positioning.
  • Focusing on building our kick*ss team: We are proud to work with professionals who are the best of the best in their field, highly respected, customer-focused, awesome people with a fabulous sense of humor, and are no bullsh*t team players. We’ve already announced that IR pro, Mike Pici, joined the leadership team, and you can check out our team page to find out more about our strategic partnerships.
  • More deep breaths…

If the question of building a solid strategy amidst chaos and uncertainty has your organization reaching for the Magic Eight Ball, contact us instead to schedule a consultation

We haven’t been able to predict the future (yet!), but we do help clients develop strategies for dealing with anticipated and unanticipated transformations, and we can do the same for your organization.

Photo credit: Business Colleagues Having A Meeting Discussing Graphs And Figures by Flamingo Images from NounProject.com

M&A trends 2022

Considering an M&A Deal in 2022? Keep an Eye on These Trends

With 2021 firmly in the rearview mirror, now is a good time to explore the merger and acquisition (M&A) outlook for 2022. After an historic year, fueled by a backlog of deals from 2020, soaring global markets, plenty of access to capital, advantageous changes to tax rates, and attractive valuations, investment professionals expect a still active but cooler market in 2022.

While many of the factors that contributed to global M&A volumes topping $5 trillion for the first time remain in play, they are less pronounced. And dealmakers agree that deal volume peaked in August of 2021. This coupled with the likely rise of interest rates this year, which will increase the cost of debt, could impact valuations and slow deal volume.

Despite these potential headwinds, if you’re considering launching an M&A deal on either the buy or sell side in Q1 or Q2 of 2022, you’ll likely find a busy dealmaking environment. So let’s discuss the M&A outlook and what to watch as you prepare your materials.

Takeaways from 2021 M&A Activity

During a panel discussion at the end of last year, my fellow panelists and I discussed strategic M&A opportunities for investors and the M&A outlook for 2022. To watch the full panel discussion, click here.

As we kept an eye on deals playing out at the end of 2021, here are our biggest takeaways:

  • Private equity will continue to play a huge role: Private equity firms played a huge role in M&A deals in 2021 and will continue to do so. According to one report, private equity now accounts for 30% of M&A activity. This makes sense because with the market surge, private investors have a record amount of dry powder (capital) available.
  • Valuation/multiples have been climbing but will likely level out: Most M&A professionals believe that valuations in several sectors have reached their peak — or are borderline frothy. It’s hard to envision a scenario where valuations would be significantly higher a year from now and likewise, few see valuations dropping significantly. Experts expect valuations to settle at a sustainable level in the next few months.
  • More selective deal strategies are on the horizon: While few practitioners expect a slowdown of the M&A market, many see more selective deal strategies on the horizon. We’ll likely see megadeals playing a transformational role and smaller, tuck-in acquisitions playing an increasingly important role for small- and medium-sized companies looking to build and scale capacity quickly with less integration risk.

Key Differentiators Remain

Looking at the big picture, key differentiators remain. Whether you are on the buy side or the sell side, you and your team will want to keep the following in mind:

1. Integration matters.

If you aren’t looking past the deal to the future, then you will be at a distinct disadvantage when negotiating. On the buyside, you’ll want to be ready to share your integration plan. Show your awareness of everything from projected revenues to cultural implications to talent management. Changes to the labor market, for example, could complicate your deal. Be ready to prove that you’re aware of these details.

On the sellside, you’ll want to make integration easy to whatever extent is possible. Identify and mitigate key risks early both in the external competitive market and in the internal workings of the company. In addition to risk mitigation, look for opportunities to create value. Be prepared to talk about how you can add value and the quickest path to increased profits as you see it.

2. Keep non-financial due diligence on your radar.

The M&A outlook also reminds us that there are a lot of factors that can affect deal success and financial performance, but which are non-financial in nature. In fact, 70-90% of M&A deals fail due to non-financial aspects. 

Show your deal partners that you know where the non-financial risks and opportunities lie for your brand. Dig deep into factors such as executive reputation, employee sentiment, culture, and communication style.

Management’s credibility is also important to convey. Develop your story connecting your managers and executives to the company’s mission, vision, and values. The more you can show leadership as standing strong together, the better your prospects for closing a great deal.

3. Pay attention to middle management.

More often than not, middle management — as opposed to the C-suite — controls the narrative for employees and customers. Because managers are often more accessible and work more closely with these stakeholders, they are trusted. So, you’ll want to give middle managers the same attention you give to executives.

According to Sarah Gershman, Executive Speech Coach, CEO of Green Room Speakers, and one of Audacia’s partners, it’s important for middle managers to feel prepared to communicate appropriately throughout the deal process. “Middle managers spend most of their time interfacing with customers and doing the work,” says Sarah. “And telling the story of the merger doesn’t come naturally when you’re in the weeds. So it’s a smart idea to find an expert who can help middle management understand and empathize with their audience.”

Beyond prepared remarks, there will be questions and plenty of uncertainty. Managers are the first line of defense in helping to stabilize nerves, and they are your best line of offense in sharing enthusiasm for the next step of this transformative event. That said, the key when answering questions is to show that you understand the question. “Deep listening is a critical skill here,” says Sarah. “You want to listen not only to hear the question, but also to understand what’s behind the question and what’s at stake.”

What if someone asks a question and you don’t know the answer? According to Sarah, as long as you have demonstrated that you have really heard the question, you can feel empowered to say the magic words, “I don’t know. Let me check on that and get back to you.” Remember, it is always better to share authentic and accurate information than incorrect information or speculation.

4. Clearly articulate the narrative.

For both the buyer and seller, it is essential to be able to articulate the narrative around why this deal, why now, and why this property is best in XYZ hands. “Keep in mind,” says Sarah, “people have spoken and unspoken needs.” Unspoken needs are usually driven by emotions, like fear. To clearly articulate your narrative, you need to drill down and find the precise emotion you’re after. “If you want to inspire your audience, that’s different from motivating them or energizing them.” 

With an M&A deal, addressing the other side’s unspoken needs goes far beyond explaining your unique capabilities and differentiated IP. You must also be able to demonstrate an understanding of your company’s markets, customers, opportunities, and competitive pressures. And telling the story of your company’s value within the context of the deal is key.

The bottom line: Despite the headwinds identified, the M&A outlook for 2022 is very good.

If you’re ready to ride the M&A wave this year, you need the right partners by your side. At Audacia Strategies, we’re prepared to work with you and your team as you navigate the next big deal. Contact us to discuss your M&A strategy.

Photo credit: Modern Businesspeople Having A Video Conference In A Boardroom by Jacob Lund Photography from NounProject.com

Investor relations

Ask an Expert: Managing Director, Mike Pici, Discusses How Investor Relations Drives Value by Looking at Ordinary Events in an Extraordinary Way

Communicating with investors and potential investors can feel like walking a tightrope. Investors want to know how you’re going to protect and ideally increase their investment. Investors and analysts don’t appreciate uncertainty and surprises can add volatility into your stock’s trading.

Enter the Investor Relations expert.

First things first: Investor relations is not about pumping up the share price or sweeping surprises under the rug. It’s about supporting an accurate valuation and understanding of the firm.

IR professionals are there to keep your investors and analysts grounded. They are the first point of contact between investors, the Street, and the company. And their job is to effectively communicate the management’s mission, vision, and strategy, while being prepared for anything any stakeholder might ask.

Do you know what your investors are thinking? Or are you walking a tightrope?

Interview with Managing Director of Investor Relations and Financial Transformation, Mike Pici

To get you started down the IR road, Audacia Strategies CEO, Katy Herr, sat down with Managing Director of Investor Relations and Financial Transformation, Mike Pici, to talk about the what, the why, and best practices for coming up with an investor relations strategy.

Mike brings to Audacia 20+ years of financial and capital markets experience including investor relations, business modeling, budgeting, forecasting, and planning processes, as well as thorough experience with financial statements, i.e., 10-Qs and 10-Ks. He has also been a key internal advisor on portfolio transformation activities including $1B+ of acquisitions, multiple corporate spin-offs, asset divestitures, integrations and associated stranded cost mitigation planning, strategic portfolio reviews, and transformation messaging. 

To find out how your firm can benefit from working with an Investor Relations and Financial Transformation expert, check out these highlights from Katy’s interview with Mike.

Q | Can you talk a bit about what a Managing Director of Investor Relations does and how Financial Transformation fits into the picture?

Investors and potential investors naturally have a lot of questions about the companies in which they’re investing. Of course, they’d love to talk to the C-suite directly, but this isn’t always feasible. So IR steps in to answer investor questions between earnings calls or annual shareholder meetings.

Now, when your IR professional is doing their job well, they are on the same page as the managers and effectively communicate the managers’ narrative in a way that puts investors at ease. Credibility and transparency are key here. When investors trust the IR liaison, they can better weather any storms that may affect the company. It’s a win-win.

For example, if the IR manager can explain how a CEO transition fits into the broader business model and overall big picture, investors will feel more grounded and comfortable staying the course. Without earning their trust, though, IR and leadership will face a barrage of questions that could trigger significant turmoil.

Here’s where the financial transformation piece fits in:

What kinds of questions do investors ask most often? Questions about the financials, of course. 

Clearly, IR professionals have to know their numbers. But they also need to be able to communicate about the numbers in a way that makes sense to investors.

There’s no degree in IR. Typically, you’re either a finance person or a communications person. I have a financial background (Financial Planning & Analysis (FP&A)), so I’m often falling back on the numbers. This is helpful because the Street is always trying to build a model. So my financial background gives me the ability to think like an analyst and communicate in a way that steadies the waters for investors.

The real advantage in working with an IR strategist, though, is that they are always focused on the reality on the ground and how to best communicate about it in a way that aligns with your overarching messaging. Everything I do. Everything I look at. I always ask, how does this affect the numbers?

And this one-pointed focus is important because people get really emotional about money. So if you’re facing a potentially destabilizing situation, your IR professional can look past the perceived impact to the reality of the situation and be able to talk about the reality in a way that grounds your investors.

For example, right now there are shipping containers on ships stuck outside the port in L.A. How does or could this affect your bottom line? When investors inevitably call up and start asking how much of your product is stuck in that port, don’t you want someone who can help you answer that question in the most diplomatic and accurate way?

The ability to answer questions like these during some of the most trying times in the lifecycle of a firm makes working with IR a game changer. Yes, IR must align with the management team while finding a way to connect with investors. But the trust needs to flow from management to the IR person as well. 

It’s true that sometimes I have to speak truth to power. Part of the job is bringing messages back from the Street or from investors to managers and telling them hard truths. I often start these conversations saying, “I think this is what you pay me to do,” which is code for “I’m going to tell you something you don’t want to hear.”

When management and IR can find common ground, managers trust IR, and investors trust the IR professional, then you have a streamlined system that sets everyone up for success.

Q | How does a typical IR process work? Are there best practices that companies should follow when coming up with an IR strategy?

When I start working with a new client, the first thing I do is gather information. Firms need to know, first and foremost, where they stand. So, I call up the analysts to get a sense of their perception of the company. I also call up the top 10 investors to get their perspective. Then I take this information to the managers and have a conversation about what I’m hearing.

This allows me to start shaping the narrative that can be proven out over time during quarterly earnings calls. We figure out what makes you different from your peers and why that counts in your favor. Then we make sure every earnings call references your special sauce.

But this early process only scratches the surface. To keep the momentum going, each quarter I approach quarterly earnings calls in the following way: 

  • About a month away from the end of the quarter, I get in touch with the FP&A group and ask them how the forecast is shaping up. This gives me a sense of how the firm is performing relative to the Street’s expectations
  • Then I get the analysts’ models — the most invaluable piece of information. I lay out all the models and compare them to the forecast. And I compare them not just on the metrics we guide (e.g., revenue, earnings per share (EPS), or cash), but also on what they’re expecting throughout the P&L. 
  • So suppose I see that our margins (profitability) are coming in a little lighter than what they’re expecting. I can also see, we’re bridging the gap because we have fewer Selling, General, and Administrative (SG&A) expenses than they’re expecting. 
  • Now I can start to frame a narrative that the firm can build on each quarter. 
  • Armed with all this information, I’ll have a meeting with my management team two or three weeks before the end of the quarter to talk about key themes for the next earnings call. Obviously, we will always talk about the financial results. But we can also discuss major program wins or new product launches. And of course, I’ll ask management what they want to deliver during the call. Often we discuss market trends or the competitive environment. There will be some give and take here.
  • Within hours after each earnings call, I do follow up calls with analysts to correct the record and make sure the note reflects what we want.
  • Prior to the earnings call, I proactively extend an invitation to the top 10 active shareholders to meet after the call as well.
  • Because accessibility is key, I also go on the road with management once a quarter immediately after each earnings call.

The above process reflects what I see as best practices in IR: consistency and transparency. Knowing where your firm stands is imperative, but you also want to have a plan for where you’re going, knowing that you may need to pivot, but all the while maintaining continuity of your messaging. When you maintain a credible message with the Street and with investors and you support that message with facts, then you have a brilliant IR strategy.

Remember, good numbers can fix a bad message, but a bad message can hurt good numbers.

IR is all about communicating the future and getting others to see your vision. So how do you know you have a strong IR message? You know you have a strong IR message when the questions on the earnings calls and in conversation with buy-side investors become more strategic, than tactical. At this point, you know they see your vision and they’re with you.

Other key questions to ask:

  • Who’s investing in our peers and not in our firm?
  • Who do we want to be investing in our firm? Which rooms do we need to be in to make this happen?
  • Which analysts are tracking our peers and not tracking our firm?
  • Who should management meet with when they do the next roadshow?

Q | If there were one thing you wish your clients knew to get better outcomes or something that would make the process easier, what would it be?

Keep your audience at the forefront. To get the best outcome possible, you have to make sure you’re hitting on the points that are most important to the person on the other end of the call. Whether that’s an investor, an analyst, or a member of the media, you have to understand how they perceive you, meet them where they are, and get them to walk the path with you.

For managers, this takes an incredible amount of situational awareness. It means proactively reaching out to the right people and addressing the right issues. But it also means considering key components of communication that often get overlooked.

Consider your tone of voice when talking to investors, for instance, it’s not just the words that you say, but how you say them. If your numbers are off and you’re calling down your guidance for the quarter or year, you know it’s going to hurt. But when you’re in this situation, call down the guidance, acknowledge it, own it, offer a solution, and show investors how you plan to move forward. And if you deliver even a less than stellar message with confidence, you’re far more likely to get the outcome you’re hoping for.

Q | So what can an IR professional do for your firm that even a combination of PR, media relations, and marketing can’t do? 

An IR professional offers your firm the unique blend of communications skills and financial prowess that allows you to gain the trust of analysts and investors alike. Like it or not, successfully wooing investors is a game of controlling the narrative around the numbers. 

The unique thing about IR is that it forces you to look at ordinary events in an extraordinary way.

If you’re ready to look at ordinary events in your firm in an extraordinary way, schedule a consultation and let’s talk about your next business transformation.

Photo credit: Businesswoman leading a video conference call from her tv screen by Jacob Lund Photography from NounProject.com

c-suite change

C-suite Change Can Be Energizing or Panic-Inducing. The Choice is Yours

Does this sound familiar? Your organization is one of the bright, rising stars in your industry. It has taken years of hard work, but you’ve finally reached a point where you have strong leadership across the board, a steady vision for the future, and everyone from the executive team down to the employees on the frontlines are working together like a well-oiled machine.

And then…the CEO turns in their resignation letter. Does the prospect of C-suite change send a shock wave of panic through the company? Or are you ready to guide everyone through a smooth transition?

If your initial response is panic, that’s okay. This is the perfect time (i.e., before this scenario becomes your reality) to come up with a plan. Let’s look at how you can reframe c-suite change as an opportunity rather than a potentially destabilizing event.

Revisit Company Culture for Successful C-Suite Change

First, recognize that C-suite change is a natural part of company evolution. The person you had steering the ship during the start-up phase may not be the best person to lead you through the next stage and beyond. Thinking about how far you’ve come and how your culture has evolved will help you choose the right CEO for this next phase.

Also, if you’re moving from a founder as CEO to a new corporate executive, you’ll want to consider how much of the company culture is tied up with the founder’s personality and whether that makes sense going forward.

For example, suppose your Founder and CEO is a literal rockstar. He plays the guitar and performs regularly with his semi-famous band. He has even been interviewed by Rolling Stone. It’s an interesting draw and has given the marketing team lots of fun campaign ideas. But is this crucial to the DNA of the organization? In other words, is it critical that the new CEO also play the guitar?

Maybe. Maybe not. The point is that you need to figure out what is part of the DNA of your organization and look for a new CEO that shares the same values — someone for whom your culture is authentic to who they are as a leader.

Why is culture so important when considering C-suite change? Well, it’s likely that culture is one big reason that scaling and reaching the point where everyone is working together like a well-oiled machine has happened. So as you consider the selection and managing of the C-suite change for customers, investors, and employees, keeping the culture consistent should be your first priority. 

How to Keep Company Culture Consistent:

Once you begin to see your CEO’s resignation as part of the evolution of the organization, you can turn your attention to deciding, likely with the help of your board, what is crucial to the company’s DNA. Take your time here because decisions about how to separate the former CEO from the company culture will determine whether stakeholders perceive the C-suite change as energizing or destabilizing.

Keep the following tips in mind:

1. Have a good sense of the culture as seen through the eyes of employees. 

Find a way to take the pulse of your employees. One good approach is to use an external team to conduct Voice of the Employee interviews. You may be surprised that what you think of as crucial to the culture of your firm is really hidden from your employees and vice versa. So this kind of research is hugely beneficial for smooth executive transitions.

It’s also important to announce the transition itself to employees at the same time as you announce the C-suite change publicly. If you announce internally and externally at different times, rumors will fly and rumors are a huge source of instability during big transitions.

We recommend having a specific employee communication plan to address key cultural issues and how the C-suite change will affect the organization from a macro perspective. Also, as soon as possible, set up a town hall meeting where employees can be formally introduced to the new CEO and have their questions and concerns addressed.

2. Ground everyone back into the company strategy.

While the CEO may be changing, the company strategy is staying the same, especially if we’re sticking with the scenario where everything is going well and the CEO needs to move on. This means it’s a good opportunity to go back to basics. 

Let your mission, vision, and values drive you forward. Get everyone to recommit to company fundamentals and talk openly about what is changing and what will be staying the same.

3. Be as honest and transparent as possible.

This third recommendation is a big one, so strap in. As soon as your executive gives you notice that they’re even thinking about moving on, you want to have a strategy in place. This will allow you to be as honest and transparent as possible. This goes for all of your key leadership, not just your CEO.

Perhaps you will want to call a board meeting to open discussions about all of the topics above. Perhaps you’ll want to make an announcement (internally and externally) early and reassure everyone that the transition period will last several months. Whatever your first move, having a Standard Operating Procedure (SOP) around C-suite change is a smart idea.

In a previous blog article, we talked about the elements that plan should include whether your C-suite change is expected or unexpected.

4. Know your game clock.

Timing is also important here. The more you can be in control of the timeline, the greater your ability to control the message of the transition. Unexpected changes can raise questions about the stability of an organization. One way to ease these concerns is to share (at a high level)  your succession planning process with key stakeholders so that they understand the corporate calculus behind the leadership selection. 

For public companies: if you have a planned transition with a good amount of lead time, it’s good to make this announcement as part of your quarterly reporting cadence. If the transition is unexpected, public companies will likely have to disclose the leadership change via an 8-K within four business days, but make sure to consult with legal counsel to determine your specific disclosure requirements.

5. Teamwork makes the dream work.

If possible, make time in your transition strategy to allow the outgoing and incoming CEOs to work together. If appropriate, having a “pass the torch moment” can be a critical element to  transferring credibility and trust from the outgoing CEO to the incoming CEO. Part of this strategy should include coordinating their narrative. As an example, the outgoing CEO may talk about why they built the company and why the new CEO is the right person to carry the mantle forward. This gives the new CEO the opportunity to share their own vision about the future of the company.

Finally, make sure your new executive is prepared to take over. Is the new executive on the same page when it comes to the company culture? Have you defined your key messages? Have you acknowledged that C-suite change requires an acclimation period that can take at least 30 days? Have you organized listening sessions and key meetings with stakeholders? Do you have a comprehensive introduction strategy?

For our private equity-backed companies: if your CEO has experience with public company boards and they will be transitioning to working with your private equity board, do they understand what that entails? This is a helpful resource to share from McKinsey

C-suite change can be a powerful signal of an organization’s evolution. If you’re ready to move into the next phase of your company’s metamorphosis, our team can help make the transition energizing instead of panic-inducing. Let’s talk about your next business transformation!

Photo credit: Jacob Lund Photography from NounProject.com

M&A deals

Over 70% of M&A Deals Fail to Meet Their Goals — Beat the Odds With These 5 tips

The last time we talked about M&A deals here on the blog, we were all wondering how the pandemic would affect the economy and watching some of the biggest players abandon deals in the pipeline or take the Covid chaos as an opportunity to get into the game. 

While the pace of recovery has varied among companies and sectors in 2021, U.S. deal volume and value are up from 2020 numbers and forecasted to continue to rise. Meanwhile global mergers and acquisitions for the first half of the year totaled a record $2.4 trillion, up 158% for the same period last year.

But even as the numbers continue to rise and many organizations sharpen their knives, M&A deals have also gotten more complicated. Let’s look at the why and how these changes should influence your approach to due diligence.

3 Major Changes Afoot

In recent years, M&A has become something akin to 3-dimensional chess (if players could constantly enter and exit and the rules were also a moving target). Three major changes contribute to the increasing complexity.

1. COVID-19 has hastened disruptive trends.

First, COVID-19 has hastened pre-existing disruptive trends across industries, drawing a clear bright line between business models that will succeed in the future and those that are outmoded. Rather than looking merely to deals that will create scale and cost synergies within an industry, organizations are looking to increase scope and add new capabilities, especially in technology, proprietary data, or scarce talent.

2. The M&A process is faster and more complex.

Second, the M&A process has become faster and more complex. Whereas corporate acquirers have always had the upper hand with deeper pockets and M&A deal experts to lean on, private equity players are giving them a run for their money. Nearly every deal is now an auction. Access to debt capital has been a nonissue during this crisis, so competition for attractive, high-growth assets is higher than ever. 

Add to this mix access to data, broadening regulatory scrutiny of deals on the basis of national interest, and a flood of major technology companies. Consider, for example, the involvement of Amnesty International in the Google, Fitbit deal. The organization sent a letter to E.U. regulators, arguing that they should block the deal unless Google addresses human rights issues like the right to privacy and nondiscrimination. Evaluating the environmental, social, and governance (ESG) impact is becoming an integral part of the diligence process. For many looking to make a deal, this is new territory.

3. COVID-19 has forced organizations to adapt their M&A deals.

Finally, COVID-19 has forced organizations to adapt quickly in a myriad of ways and M&A is no exception. In a 2020 Bain & Company survey of M&A practitioners, 70% of respondents reported that diligence was more challenging during the pandemic and 50% found it harder to close deals. Companies that adapted quickly, developing capabilities in virtual diligence and virtual integration, have made great strides.

The use of data in the M&A process is another differentiating factor. Smart M&A teams are leveraging data (and sometimes artificial intelligence) to screen for targets and create profiles, so they are ready even before targets come to market. During diligence, companies are using digital platforms to perform risk analysis and generate customer insights among other data collection to give themselves an edge.

As companies rewrite their M&A strategies for a post-pandemic world, some of the principles of what a good deal looks like still hold true. The most astute M&A teams understand the importance of proper planning and forethought in the months, weeks, and days before an acquisition. And they understand that due diligence goes well beyond the financials.

Beyond Financial Due Diligence

Given the above changes and the likelihood that M&A will continue to play an increasing role in revenue growth for years to come, it pays for leaders to get clear about their own approach to due diligence. In particular, it’s critical for organizations not to overlook the non-financial aspects of due diligence.

Now, don’t get me wrong. We aren’t trying to downplay the importance of financial due diligence. You need to run the numbers and they absolutely need to make sense. Still, all too often it’s non-financial factors that we see tripping up M&A deals. 

By non-financial due diligence, we have in mind:

  • Is this merger the right cultural fit for your organization? And, do you have a strategy for cultural integration once the deal closes?
  • Do you have a solid, agile, proactive M&A team in place and ready to jump into action when the right deal opportunity comes along?
  • Is this deal really the right deal showing up at the right time or are you suffering from deal fever?
  • Have you considered the intangibles? Here I mean variables like corporate reputation, brand promise, employee sentiment, and customer engagement? 

What can you do to position your organization for future M&A success?

We see five things leaders can do to equip their organizations for future M&A success:

Re-evaluate how M&A fits into your broader business strategy. As your business model shifts and you revise your corporate strategy, you will also need to update your M&A team’s goals. How has the pandemic affected your industry and sector? Does this change where to buy vs. build to remain competitive?

Consider non-traditional M&A. One of the ways in which M&A is changing is that companies are getting creative. Many are using a combination of joint ventures (JV’s), partnerships (with or without equity, with or without financial sponsorship), and corporate venture capital to tailor deals and integration. Also, organizations are partnering with other companies to explore opportunities for mergers and acquisitions. This lowers the risk and increases the likelihood of selecting the right deal.

Bring expertise into the process early. Given the growth in speed, scope, and capability deals, specialized expertise early on can help organizations better gauge fit. When you work with an external team like Audacia Strategies during the diligence process or even before, you get a set of eyes and ears in the room as an extra “gut check.” We know the transaction cycles, value creation opportunities — and how to avoid the trapdoors.  

Know the lay of the land and be ready to spring into action. The fierce competition for deals means that firms can no longer wait for bankers to come to them or rely on a singular source of deal intelligence. Companies need to continually scan the industry landscape, see how it’s evolving, and be ready to focus when an opportunity arises. Establish an ecosystem of external partners (bankers, tax and legal advisors, private equity experts, due diligence partners, etc.) who have access to data, connections, and can strike quickly.

Go beyond financial due diligence. When it comes to increasing capacity through an M&A deal, it’s not sufficient to simply understand the value of a target. You also need to assess factors like cultural fit, sustainability, and employee and consumer sentiment at the diligence stage. Consider also regulations and new challenges that may arise as your organization evolves.

The future of M&A is here. If you’ve been sitting on the sidelines, now is as good a time as ever to jump into the fray. The above will give you some orientation, but if you really want to ensure your deal goes smoothly, you need the right partners on your bench. At Audacia, we’re here to walk you through the non-financial side of due diligence. Contact us to talk about your M&A strategy

Photo credit and description: Group of people working around a laptop at an office by Flamingo Images from NounProject.com

successful M&A deal

Let’s Make a…Successful M&A Deal! 5 Keys to Landing A Deal You’re Proud Of

Deciding to embark on a merger or acquisition (M&A) is one of the biggest transformations during the lifecycle of any business. Thinking in terms of resources alone, your money, time, and credibility are all on the line here. To land a successful M&A deal, you’ve got to be on top of your game.

If you focus too hard on all that’s at stake, though, you may not be in a position to make the best deal. In other words, don’t miss the forest for the trees—go in with your eyes wide open. Although it can be nerve-wracking to jump into an M&A deal, keeping the below 5 key points in mind should help you get through the process with your nerves firmly intact.

But first…let’s consider what not to do

Pushing through a successful M&A deal like acquiring a competitor or joining forces with a powerful peer is invigorating. But what’s invigorating on the day you sign on the dotted line can quickly deteriorate into something akin to buyers’ remorse if you haven’t thought things through.

Here are just a handful of the mistakes we’ve seen get in the way of a successful M&A deal:

  • Companies WAY overpaying for what they’re buying
  • Leaders forgetting that cultural fit between companies matters just as much (if not more) than securing cutting edge technology or getting a contract
  • Too little too late: companies being slow to consider market shifts and jumping in too late to address their gaps with M&A
  • Not considering the bigger corporate story—big, expensive “surprises” that don’t obviously fit are a tough sell and put you on the defensive with investors, customers, etc.
  • Failing to communicate with all shareholders. Remember, those little shops can band together to become an activist consortium

To avoid adding to this list, consider engaging a team who can lead you through any necessary course corrections. At Audacia Strategies, our core competencies revolve around helping clients consider their bigger corporate story and communicating with shareholders when making big, bold moves like this. You can also make sure everyone checks her ego a the door, by considering the following:

5 Keys to a Successful M&A Deal

1. Deal Fever Is Real.

You and your team have spent late nights, long weekends, blood, sweat, and tears pursuing this deal. You have done all that great valuation work to come up with a fair acquisition price. And now, you’re at the negotiating table (you can almost hear “Eye of the Tiger” playing in the background). And, you’re bidding against other firms… and the price is going up, and up, and up. It’s very easy to get caught up thinking, “I’ll show them. We’re going to win this thing at all costs.” It happens All.The.Time.

Successful M&A DealThe reality is while it’s good practice to come to the negotiating table with a valuation range that you’re willing to pay, it doesn’t pay to start warping your analysis just to “win.” This is how companies end up with massive write-downs a few years after a deal when they can’t achieve the value they needed to make the price they overpaid work.

It may be obvious, but even large companies are susceptible to deal fever. Want an example? See also:

Why does this happen and how can you control for it? Well, the short story is: all business deals are closed by human beings and the decisions human beings make are often influenced by emotional and psychological factors. Executives on both the buy side and the sell side can get caught up in their perception of the company and the management, for example. So, if you feel tensions running high and fear that you or your team are losing touch with your real goals, don’t be afraid to step back from the negotiating table to catch your breath or even walk away from the deal entirely.

Ask yourself:

  • What are the stories we’re telling ourselves?
  • How can we challenge these stories to get to the real story?

And remember Dan Doran’s advice: “Value is analyzed. Price is negotiated.” It’s crucial that you build your own valuation model, one that you’re completely comfortable with and can explain to stakeholders if (or when) challenges arise. One of the worst things you can do is rely on a target’s (very pretty, but very likely) biased projections. Do your own research. Do the work.

2. Due Diligence Is A Lot Like Going To The Dentist.

It is not glamorous, but it is necessary. Due diligence can be the difference between a successful M&A deal and one that feels like getting a root canal. To make this work for you, go beyond the financials (after making sure they work and are coherent, of course!) to really understand the logic behind the deal on every level. You need to consider carefully the reality of your team’s ability to create (or “unlock”) value in bringing two (or more) firms together.

3. Customers Matter.

Once you have your head wrapped around the business valuation and the inner workings of this new mash-up of a business being born, you’ve got to think about relationships external to the organization. Get into the weeds about how strong the current customer relationships are and how they affect the bottom line.

Ask these questions:

  • How much of current revenue depends on repeat customers vs acquiring new customers?
  • What is the cost of acquiring a new customer?
  • How strong is the current business pipeline?

4. Get Real About Your Competition.

You definitely want to take a look at where your target stands when it comes to market share, revenues, and profit, but also dig more deeply. Keep in mind, you are proposing a potential shake-up of the market here. Even if they’re tough to predict, consider all the ways in which this bombshell of a deal is going to have significant ripple effects outward.

Ask these questions:

  • Where in the value chain is your target excelling? Failing?
  • What changes can you realistically make to capitalize on strengths or cut the dead weight?
  • How do they stack up against their peers?
  • How do you expect competitors to react to a combined firm?
  • Will you have the wherewithal to combat a price war for example?

5. The Problem With “Synergies.”

I can’t really remember if Professor Mariann Jelinek shared this pearl of wisdom with us on the first day of my strategy class at The College of William and Mary, but she definitely shared it early and often: “When someone says ‘synergy,’ hold onto your wallet.” Throughout my MBA program and even to this day, I think no truer words have ever been spoken.

As a buzzword, synergy is overused and honestly, a red flag in most cases. Like pretty wallpaper covering an ugly stain, “these teams have a lot of synergy” is a pretty-sounding way of saying very little. As easy as it is for deal participants to get caught up in the possibilities and truly, badly, deeply underestimate the time it will take to achieve whatever they’re dreaming of, it’s equally as easy to overestimate the value of both cost and revenue synergies.

In the rush to eliminate redundancies and expand market share, a lot of details can get overlooked about what the new procedure will look like. Slow down and think things through at each stage.

Ask yourself:

  • How are we going to make more money by putting two firms together?
  • Do we have a crackerjack post-acquisition integration team ready to put our plan into action?
  • Do we have a good sense of what might go wrong in this integration? What’s our worst-case scenario?

Yes, there is a lot at stake when you’re spearheading what could easily be the biggest deal in your company’s history. But you can handle it. You’ve done the work and now you’ve got these 5 keys in your pocket. So you’re ready to seal that successful M&A deal.

Have questions? Want to talk through your deal with an experienced team? Audacia Strategies is here for you. We’ve helped businesses successfully navigate M&A deals and other big transformations. And we’re fun to work with! Contact us at info@audaciastrategies.com or give us a call at 202-521-7917 to schedule a consultation.

Photo credit: kzenon

buying an existing business

So You Want to Buy a Business? Turn Buy-Side Challenges to Your Advantage with Our Strategies

Buying an existing business is one of the best ways to break into a new market, acquire valuable copyrights or patents, or leverage your expertise to steer a stagnating business in the right direction. While acquiring a business typically requires more funds upfront, the risks tend to be less than starting your own business—as long as you buy smart, that is.

We teamed up with Richard Phillips of Crossroads Capital to create a webinar guiding the smaller financial buyer eying the middle market. We’ve included the link to the full 60-minute webinar at the end of this article. Here we specifically address two key insights about buying an existing business: buy-side challenges to consider and how to develop a communications approach that turns those challenges to your advantage. So, let’s get to it!

Buy-Side Challenges Facing Smaller Financial Buyers

Because the mid-market M&A environment is highly competitive, if you are a smaller financial buyer looking at buying an existing business, you are unlikely to be able to compete on price alone. Bigger, strategic buyers will be in a position to offer better deal terms and be able to outbid you in most cases. This means you need to get clear about who you are and what you offer AND you need to be creative in coming up with a strong target list, developing your relationships, and negotiating deals.

First, keep in mind that opportunities to buy are not limited to brokers’ lists or small business auctions. In fact, investment bankers, who advise smaller commercial buyers recommend looking closely at not-for-sale companies. While it is tougher to find business owners who are willing to sell here, when you do find one, it can be easier to close a deal.

One key advantage you have over bigger buyers is flexibility, so use it. Your flexibility may allow you to shape a deal that’s more attractive to the seller. Consider that small business owners willing to sell often have concerns beyond price. An owner who has built her business from the ground up over the past 40 years may prefer an agreement that includes provisions for her continued involvement as a consultant or a guarantee that loyal employees will be protected. Bigger buyers often can’t or won’t make such promises.

Because many owners of middle market businesses care as much (or more) about non-financial concerns as they do about the money, it’s important to think about the transaction from the seller’s perspective. This may be challenging since, as a buyer, you will be primarily focused on the business valuation and financials. But this broader focus will pay dividends in the long run.

As you begin discussions, keep the following likely differences in mind:

  • Personal: Business owners are often at a different stage in life than buyers and have different motivations. This makes sense if you think about when an owner might be in a position to sell, e.g., when she’s ready to retire. Also, according to recent reports, America’s business owners tend to be older (50% over 55). There may be important generational differences between you and the seller.
  • Cultural: While you may be a numbers person, keep in mind that your seller is likely not tracking KPI’s or sweating over spreadsheets. Most business owners in this environment are independent-minded and focused on qualitative measures. Many entrepreneurs build their businesses by making smart short-term decisions and keeping their noses to the grindstone, rather than thinking about their exit strategy. Sweat equity may be all they know.
  • Situational: Above all else, remember that while this may be one deal among many for you, this business owner will likely sell only once. Be respectful of this mindset difference and realize that if the seller expresses “sellers’ remorse,” resistance, or reluctance, he’s probably not trying to be a jerk—he’s trying to get things right. It can also help to keep in mind that you’re both doing something you’ve never done before. You’ve never bought this business and he’s never sold this business.

Overall, if you approach discussions with the owner of a not-for-sale business with an attitude of respect and a willingness to be flexible on the terms of a deal, you both stand to gain. Now let’s get specific about what your approach should look like.

Key Ingredients in Your Communications Approach

Keeping the above challenges in mind, it’s clear that if you approach a potential seller with complicated spreadsheets and graphs, you’re likely to be met with polite stares, if not a quick invitation to show yourself out. This is not to say the numbers aren’t important to a seller, but buying an existing business is all about how you present the rationale behind the numbers, not to mention yourself and your qualifications as a buyer.

Ask yourself: What’s my differentiator?

Although you want to buy this business, your approach should come from more of a seller’s mindset. Your goal should be to articulate your value and sell your organization to the owner. Above all, gain rapport by listening to the seller, figuring out what she needs most to be comfortable selling, and then being willing to adapt to those needs. The bottom line is you have to build credibility with the business owner or you don’t have a deal. Period.

Key ingredients in your winning pitch:

1. Articulate your organization’s value. Be ready to talk about your mission and how buying an existing business fits into the broader vision you have for your organization. Bonus points for connecting this with the seller’s values.

2. Come up with a seller-focused message. Paint a clear picture that explains why this particular business, what your aspirations are for the future, and how you are uniquely positioned to usher this business into that bright future. This message needs to be authentic. If you simply say what you think the seller wants to hear, without buying in yourself, the owner will see right through you.

3. Emphasize how you stand apart from other potential buyers. It’s not unheard of in a competitive environment, such as the mid-market, for there to be 10 other buyers offering all-cash deals. It’s imperative for you to talk about how you and your team could be an asset to the company you want to buy. Talk about the unique strengths can bring that help them achieve their vision for the business.

Again, go beyond the numbers and consider the owner’s mindset. She is considering turning over her company, which is more like her baby, to a complete stranger. You would have reservations too. Help her see past those reservations through your message.

Remember: This is Personal

Finally, as you consider how to set yourself apart from other buyers, know that making the personal connection and gaining the seller’s trust can absolutely determine who wins the sale in the end. You’ve probably heard stories about home buyers in competitive markets writing heartfelt, handwritten notes to sellers and getting the house because of the letter. The same strategy can work in buying an existing business.

But before you pull out the stationary, it’s crucial to locate the point of overlapping values early on and expand on those points of relevance throughout the process. Describe your respect for the seller’s legacy and her motivations, talk about your investment plan and growth strategies, and discuss your philosophy on performance-aligned compensation. In other words, appeal to the owner’s beliefs about what it takes to successfully run this business.

There’s no doubt smaller buyers face several challenges in buying an existing business. But the right communications approach can turn those challenges into a winning strategy. If you remain open to opportunities to show that your aspirations align with the owner’s aspirations and that you can be creative with your deal structure, you can succeed in the mid-market M&A environment.

Once you’ve decided buying an existing business is your next move, it’s time to find the right advisors to guide you through the 16-18 month process. At Audacia Strategies, we’re here to support you before, during, and after your acquisition. We live for strategy!

For additional insights on this hot topic, follow this link to hear Katy and Richard’s full webinar: Succeeding as a Small Financial Buyer in Mid-Market M&A.

Photo credit: Wavebreak Media Ltd

influencing business valuation

Could Your Business Be the Next Apple or Amazon? 5 Key Factors Influencing Business Valuation (Part 2 in our series on Business Valuation)

This is the second part of our series on business valuation. Before you dive in here on influencing business valuation, make sure to check out part one where we dig deep into types of valuation.

In our previous post, we discussed some of the complications involved in determining the value of publicly traded and privately owned businesses. And we want to emphasize that while from the outside it can seem like big corporations are dealing in Monopoly money—business valuation is not (completely) based on concrete, objective measures—strategic investors and private equity buyers do follow some standard assessment practices.

Still, business valuation remains a contentious issue and as a result, many potential sellers approach negotiations with assumptions, rather than knowledge about specific value drivers supporting a realistic assessment of their business’s worth. Since assuming is always inferior to knowing, especially during the negotiation process, it’s worth considering internal and external factors influencing business valuation.

Whether you’re thinking about selling your business in the near future, interested in keeping value drivers on your radar as you grow your business, or looking to get into the investment game yourself, there are key factors influencing business valuation to keep in mind. In addition, CEO Katy Herr will be speaking with our friends at Quantive to get their expert perspective on this timely topic. Check back for a link to the podcast where Katy and the Quantive team will dig deeper into influencing business valuation and transferring value in M&A. In the meantime, here’s a primer.

A Quick Recap

Before we look at the specifics influencing business valuation, let’s remember why this is an important question to ask. Recall that there are a couple ways to assess the value of a publicly traded company:

1. Market Capitalization (cost of a company in “real money”):

  • Market cap = stock price x number of outstanding shares

Following Apple’s ascent into 13-digit territory last month, Amazon’s total market value surpassed $1 trillion last week. Both of these valuations are based on the simple formula above.

2. Enterprise Value (cost to acquire a company):

  • Enterprise value = a corporation’s market cap + preferred stock + outstanding debt – cash (and cash equivalents) found on the balance sheet

This is the formula a buyer might use to determine what would be a fair offer to acquire a publicly traded company.

Now, investors don’t use these formulas when looking at the opportunity or degree of risk involved in acquiring privately held companies simply because they don’t usually have access to this information. Private companies aren’t required to report earnings, stock or share prices, outstanding debt, or cash in the bank. However, as a business owner, you do have access to this information and you could provide it to interested investors or buyers. In fact, strategically releasing this information will likely give you a leg up on influencing business valuation.

What’s really important to understand for our purposes is both types of business valuation, but especially market cap, rely on expectations. So let’s talk about factors influencing business valuation.

Buyers look at the following factors when deciding which valuation multiple to apply to their assessment of your business’s ability to generate income and cash flow. Here is what you can do to put yourself in the best possible bargaining position:

1. Maintain Clean Records

If you aren’t doing this for your own peace of mind and other business benefits, it’s crucial for you to get your books and records in order well (years, ideally) before you start looking for investors or buyers. At a minimum, you will want to keep personal and business expenses separate. Having professionally managed books and a solid financial audit is a smart investment if you are seriously hoping to sell one day. This will also help you understand where you are today so you can target your growth goals and mitigate business risks influencing business valuation. So, do your homework here.

Keeping clean records is the first step toward running a profitable business. But records means more than financials. Make sure all important documentation is well-organized and would make sense to interested parties outside of your inner circle.

Important documentation includes:

  • Financials (balance sheets, expenses, tax returns, credit card statements, bank statements)
  • Audits, regulations, and licensing records
  • Recent legal due diligence reviews
  • Written systems and processes, including employee handbooks and manuals
  • Key employee agreements and noncompetes
  • Customer records
  • Written and assignable customer agreements
  • Written contingency plans for emergencies and other potential disruptions to cash flow
  • Key equipment maintenance records

2. Highlight Positive Trends

Investors want to know when they can hope to see a return on their investment, of course. This means showing a projection of positive, predictable profits is ideal. But if your business is new, this might not be a realistic benchmark.

Typically, analysts and investors will look at the most recent 3-5 years of past performance and 2-3 years of projections in determining value. Be sure to point to factors within your control, such as personnel management and smart cost-cutting maneuvers, as well as external factors, such as industry dips and seasonal declines, to tell a complete story.

It’s also crucial to point out other positive trends influencing business valuation that make your business attractive:

  • Revenue growth rate
  • Consistent gross margins trending upward
  • Higher than average industry operating margins
  • History of achieving financial projections
  • Strong, sustainable, predictable cash flow
  • Consistent history of profitability
  • Solid pipeline of new business and demonstrated ability to convert

3. Be Open to Change

One of the big external factors to consider is how the business will respond to inevitable market adjustments and changes in the industry. With technology and automation bringing about rapid changes in most industries, businesses that show an ability to evolve are most likely to maximize profits and sustain additional growth while keeping operational expenses low.

For companies involved in the production of a product, evaluating your strengths and weaknesses is crucial. Can you increase efficiency, product quality, profitability, or customer satisfaction by outsourcing certain aspects of your supply chain? Should you seek out strategic partners in particular areas?

4. Make the Business Less Reliant on Key Personnel

What would happen if the CEO decided to retire, seek out another career opportunity, or take an extended vacation? If your answer is that the company would not skip a beat, then you are on the right track. Companies that rely on owners who spend a lot of time working “in” the business are susceptible to lower valuations. By contrast, those who can set up reliable processes and trusted management to serve clients can walk away leaving a new individual to run the business.

Bob Moskal at Quantive shared this example:

We worked with a facilities maintenance company to recommend and implement a host of improvements to make their business transferable. For example, we recommended they digitize their record keeping, make their financials useful for running the business not just for tax returns, and transition customer accounts to account managers so that a potential new owner could see that the company could run with the same level of success without the departing owner. Previously, this business would have been heavily discounted or not sold at all. It’s now positioned for growth and a more attractive acquisition target.  

Additionally, the following factors make a business easier for a buyer to take over and manage successfully:

  • A strong, recognizable brand identity
  • For product-centric businesses: a clear supply chain; equipment upgrades to modern, productive equipment; systems in place for identifying and implementing new technology
  • For service-centric businesses: system protocols that have been tested; an established, clear succession chain; well-documented job descriptions and processes for sharing institutional knowledge

5. Be Able to Show Large Market Potential

In one sense, how a business has performed in the past matters less to investors than the potential for future growth. Past performance is only as good as what it tells us about future projections. Many buyers focus on turning around businesses in industries where they have been successful in the past or businesses where they have key contacts who could help increase future profitability.

Because so much depends upon the expectations of individual investors, it pays to focus on factors that will likely influence the market potential:

  • Multiple, strong sales distribution channels
  • Multiple revenue streams
  • A strong industry market share
  • A written and up-to-date business plan
  • Proprietary products or technology

Because all of the above five factors influencing business valuation depend on expectations, the best you can do as a seller is lay your cards on the table in a way that puts your company in the best light. This means putting yourself in the shoes of your investors and considering carefully what would make this offer most attractive.

Finally, if you’re really hoping to get top dollar for your business when you are ready to sell, experts say it’s all about doing the pre-sale prep. Again, according to Bob Moskal, business owners will want to start with due diligence a couple years ahead of time, so they have plenty of time to take steps to correct any “skeletons in the closet” ahead of negotiating a sale.

Also, Bob recommends knowing what your company is worth before starting the process, “we’ve often seen a seller shy away when he starts actual retirement planning late in the game and realizes the value falls short. A good financial planner can help here.” You can hear more of Katy’s conversation with Bob about influencing business valuation when they sit down to record a podcast later this month. We’ll add the link when it’s available. Stay tuned!

At Audacia Strategies, we specialize in putting together communications strategies that helps our clients meet their goals. We’ll be the voice of reason as you figure out how to highlight the key value drivers and tell the story of your current (and future!) success. Our team is all about managing expectations. Contact us to schedule a consultation.

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business valuation

Are Apple and Tesla Using Monopoly Money?—Business Value, Valuation Myths, and Your Business (Part 1 in our series on Business Valuation)

This is the first part of our series on business valuation. Check out part two where we dig into what influences these different types of valuation.

Business valuation is making headlines these days. With the announcement that Apple is the first publicly traded company to surpass the trillion dollar mark and Elon Musk making Twitter waves about taking Tesla private putting its value at $72 billion, it can feel like some of the big dogs get to play with Monopoly money.

Adding to this perception that business valuation isn’t always (completely) based in reality (hint: there is a big difference between what a company’s worth in “real money” vs. what it could be worth in an acquisition), consider what’s happening in the Venture Capital (VC) ecosystem. VC investors love to reward growth metrics with higher valuations. So it’s common for startups to shop VC firms looking for the best price. This practice has some experts worried that the VC industry is the next bubble.

However, before we throw our hands up, let’s look at what we know about types of business valuation and what these mean for successful non-unicorns and their investors.

Public vs. Private Company Valuation

One of these things is not like the other.

The first thing to understand about business valuation is that we can’t easily compare the values of publicly and privately held companies. Determining the market value of a company that trades on a stock exchange (e.g., Apple, Tesla, Facebook) is fairly straightforward (though we’ll see below that this method doesn’t take into account all types of value investors might want to consider).

business valuationHowever, for private companies, the process is not as straightforward or transparent. This is because unlike public companies that must adhere to the SEC accounting and reporting standards, private companies do not report their financials publicly and since they aren’t listed on the stock exchange, it’s more difficult to determine a value for a private company.

Public company valuation: generally in the press you see market capitalization (AKA market cap, in slang) used as a valuation description (see: Apple, Tesla).

  • Market cap = stock price x number of outstanding shares
  • Example: Apple shares outstanding: 4,829,926,000 x $219.01 (closing price on 8/27/18) = $1.06T

This is pretty simple, but keep in mind that this doesn’t necessarily take into account the full range of measures used to assess the potential purchase price (aka value or market value or valuation) of a business. One of the most commonly used valuation metrics for a public company is enterprise value.

  • Enterprise value = a corporation’s market cap (see above) plus preferred stock plus outstanding debt minus cash and cash equivalents found on the balance sheet

So, let’s say that you wanted to buy Apple. The enterprise value is the amount it would cost you to buy every single share of a company’s common and preferred stock, plus take over their outstanding debt. You would subtract the cash balance because once you have acquired complete ownership of the company, the cash is yours.

  • Example: Apple’s Enterprise Value

Apple’s market cap: $1.06T + outstanding debt: $114.6B – cash and cash equivalents: $70.97B = 1.1T

Okay, so how do we determine the value of a private company. Here there are several different approaches.

Headline valuation: private company valuation metric generally based on the price paid per share at the latest preferred stock round (i.e., investment round) multiplied by the company’s fully diluted shares (see: Slack).

  • “Fully diluted shares” = Common Shares outstanding + Preferred Shares outstanding + Options outstanding + Warrants outstanding + Restricted Shares (RSUs) + Option Pool (sometimes)

See. It’s complicated. And, also a bit of a black box for the average investor. It infers that all shares were acquired at the same price as the latest round, which isn’t typically the case.

Generally, this type of valuation is used because it’s impressive on paper and in the paper (or on the screen). Keep in mind that this basic formula, while it may seem complicated, avoids a lot of the technicalities of private company valuation (but if you’re interested Scott Kupor of Andreessen Horowitz did a great post on VC valuation here).

Although private companies are not usually accessible to the average investor, there are times when private firms need to raise capital and, as a result, need to sell part ownership in the company. For example, private companies might offer employees the opportunity to purchase stock in the company or seek capital from private equity firms.

In these cases, investors can assess business valuation using another common approach:

Comparable company analysis (CCA): a method of business valuation that involves researching publicly traded companies that most closely resemble the private firm under consideration. Such analysis includes companies in the same industry (ideally a direct competitor) and of similar size, age, and growth rate.

Once an industry group of comparable companies has been established, averages of their valuations will be calculated to establish an estimate for the private company’s value. Also, if the target firm operates in an industry that has seen recent acquisitions, corporate mergers, or IPOs, investors can use the financial information from those transactions to calculate a valuation.

Discounted cash flow (DCF) valuation: similar to the above method, this approach involves researching peer publicly traded companies and estimating an appropriate capital structure to apply to the target firm. From here, by discounting the target’s estimated cash flow, investors can establish a fair value for the private firm. A premium may also be added to the business valuation to compensate investors for taking a chance with the private investment.

Misconceptions About a Company’s Worth

So, what’s your company “worth?” If you’re not running a billion or trillion dollar company, you may be wondering where to start in figuring out your company’s valuation. We discussed the basics of business valuation in a previous blog article, which will give you some answers.

And, of course, you may now be wondering whether to take your company public. Or perhaps you’re thinking about raising money to fund your business. You can find out more in Audacia’s IPO Roadmap series (Part One is here).

Now that you know the basics, let’s bust a few common myths:

Business Valuation Myth #1: Valuation is a search for “objective truth.”

This may be obvious already, but all valuations have some bias built-in. Yes, investors will pick and choose the model or approach they want to use. So if you want to put your company in the best light when raising capital, it’s important to understand your target investors so you can tailor your pitch.

Business Valuation Myth #2: A good valuation provides a precise estimate of value.

In some sense, investors are not that interested in precise value. Think about it. What does the value of a company today tell you? This is a measure of what the company has done in the past. But investors are really interested in what the company will do in the future. So, the current value need not be precise to determine whether the business is a smart investment.

In fact, while this is somewhat dependent on industry, it’s arguable that the ROI is greatest when the business valuation is least precise. This could be one of the lessons learned from analyzing the VC industry in Silicon Valley.

Look at Uber, for instance, the world’s most valuable VC-backed company, with an estimated valuation of $62 billion. It’s burning through cash, losing between $500 million and $1.5 billion per quarter on a run-rate basis since early 2017. Yet the company still raised a $1.25 billion Series G led by SoftBank earlier this year, according to the PitchBook Platform.

Business Valuation Myth #3: The more quantitative the model, the better the valuation.

There are a few different schools of thought here, but often the more numbers contained in the model, the more questions investors will have. The best valuation is the one that makes sense and is clear enough to be pressure tested by investors. So beware of overly complex quantitative models and numbers that need a lot of explaining.

As you can see, business valuation for private companies is full of assumptions, educated guesses, and projections based on industry averages. With the lack of transparency, it’s often difficult for investors and analysts to place a reliable value on privately-held companies. However, this is really not much different from other aspects of business. Whether you’re a business owner considering how to raise capital or an investor looking to take a chance by getting in on the ground floor of the next big dog, business is all about taking calculated risks.

At Audacia Strategies, we love to help companies in all stages. You choose the next calculated risk and we’ll be there to support you in making bold moves confidently. Business valuation is not for the faint of heart. Get the right team on your side!

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