YALECASEJUNE 25,2020 Selection criteria to consider when acquiring a business Vish Mazumder1A.J. Wasserstein2Mark Agnew3Brian O’Connor4Many recent MBA graduates launch their entrepreneurial journeys by purchasing existing businesses using an entrepreneurship through acquisition model. This can be done through a traditional search fund, a sponsored search accelerator, or a self-funded search. For simplicity, we will use the term search fund in this note to encompass all the search permutations. Once funds are raised, either from investors or using personal assets, the entrepreneur begins the process of identifying the best business to acquire. At the beginning of this process, there are limitless – and potentially overwhelming – choices. The entrepreneur might have some ideas and industry preferences, but the array of opportunities is essentially unconstrained. To help aspiring entrepreneurs narrow their prospect set, we present a series of desirable economic characteristics that a young, first time, inexperienced entrepreneur may look for when considering their first business purchase (or any business purchase, for that matter). Although we cannot guarantee success, we think the presence of these economic characteristics will tilt the odds in the entrepreneur’s favor. Businesses with these desirable economic characteristics provide wonderful advantages for search fund entrepreneurs. Buying a business to operate and lead is challenging, so the stronger the business’s starting point, the better. As experienced entrepreneurs and investors, we approach the business selection process differently than most aspiring entrepreneurs. We are drawn to businesses with very specific economic characteristics, and we do not care what the company does, as long as it is legal and ethical. We care intensely about the business’s economic underpinnings and how it works and makes money. This is frequently the opposite approach of budding entrepreneurs, who seek a product-market fit for their conceptual idea (in other words, they have an answer and then seek a question). Our contrary approach starts with a question – the specific economic characteristics – and then seeks an answer: a business that satisfies those selection criteria. We base our framework of attractive economic characteristics on Professor Irving Grousbeck’s image of a search fund entrepreneur as a jockey on a horse on a track.5 Grousbeck, the MBA Class of 1980 Adjunct Professor of Management at Stanford University’s Graduate School of Business, conceived of the search fund model in the mid-1980s. His model of the search fund entrepreneur’s journey comprises three elements: the track is the industry in which the entrepreneur chooses to play; the horse is the specific business or asset the entrepreneur acquires in that industry; and the entrepreneur is the jockey (the CEO) that rides the horse (the acquired business) on the track (the industry). A fourth element that can be added to this model consists of the trainers: the investors, board members, and advisors to the CEO; however, this
document is concerned with the first three elements in this analogy. To round out the image, imagine a sound and healthy horse walking a smooth and well-maintained track. The horse is not sprinting, and it is not necessarily the biggest or strongest horse, but it is fundamentally healthy. The track is of good quality and there are no large potholes to fear. The legacy jockey dismounts, and the fresh jockey easily mounts the horse and continues to walk the healthy horse around the level, well-kept track. The trainers observe, comment, coach, and advise while cheering from the edge of the track. That is the story of the right person using a search fund to acquire the right company in the right industry with the right advisors. For an entrepreneur to increase the odds of success, the track needs to be the right one, the horse needs to be desirable, and the jockey needs to be a good fit for both the horse and track. This note will examine the economic characteristics of businesses and industries using this track–horse–jockey analogy. We will consider industry-oriented characteristics, firm-specific characteristics, and how the search fund entrepreneur can find the best fit within these dimensions when purchasing a business. We recognize that at times industry and business characteristics blend and blur, and that is OK. The key point for aspiring entrepreneurs is to synthesize all of the characteristics and discover how they will choose a business. Our primer and survey of characteristics is not comprehensive or perfect. It is a starting point from which potential search fund entrepreneurs can think about economic characteristics in general and, ultimately, discover and refine their own ideal framework of business and industry characteristics. See Figure 1 for our framework of desirable industry and business economic characteristics. It is unlikely that any business in any industry will have all the characteristics we identify in this note. We encourage entrepreneurs to absorb these economic characteristics and then create a scoring grid (see Exhibit 1 for an example) of the economic characteristics they deem most important for their specific project. Each search fund entrepreneur will have a unique approach. Figure 1: Framework of desirable industry and business economic characteristics
The Industry (Track) We start with the track because we believe the industry in which an entrepreneur chooses to play is a major determinant of success or failure. We are attracted to industries with lots of winners and successful operators. An industry populated by many profitable businesses likely has tailwinds that help all industry operators perform well. Furthermore, we believe that all businesses ultimately reflect their respective industries, and it is difficult to be an outstanding company in an unattractive industry. As Warren Buffet asserts, “When a management with a reputation for brilliance tackles a business with a reputation for bad economics, it is the reputation of the business that remains intact.” Being in a terrific industry is crucial, and we would prefer an average business in an extraordinary industry over an extraordinary business in an average industry. A compelling industry is an attractive place for a search fund entrepreneur to begin their journey. Let’s examine some desirable economic characteristics in an industry. The following characteristics are common to all industry participants and are not unique to any one company (horse) in the industry. Financial Dimensions High industry growth rate is present Entrepreneurs should seek an industry that has a universal tailwind, meaning there is broad growth for all industry participants to enjoy. It is easiest to grow an individual business when an entire industry is growing too. We would not choose to be a rapidly growing individual business in a shrinking industry. That scenario points toward a deleterious foundation. Rather, we would prefer to be an average growing business in a rapidly growing industry. When an industry is experiencing high growth, it makes all participants look smart and excellent. First-time entrepreneurs can increase the probability of a successful outcome by playing in an industry with a high growth rate. Both gross and net margins are high We encourage new entrepreneurs to enter high margin industries. Robust gross margins provide a safety net for a business when facing unforeseen challenges. We like high gross margins, especially because we believe that entrepreneurs can have a larger impact on the selling, general, and administrative expenses between the gross margin and net EBITDA* margin. Similarly, net EBITDA margins are diagnostic of an industry’s operating efficiency. High gross margins and low net margins signal underlying costs involved in unproductive (non-revenue-generating) activities and, consequently, a relatively complex operating model. If an industry has high gross margins and high net margins, the friction of an organization’s non-productive expenses is muted. Young, first-time, inexperienced entrepreneurs should seek the safety cushion of higher margins to avoid possibly treacherous razor-thin net margins and the high volume they require. The industry competes in a sizeable and fragmented market A desirable industry is big enough to create some opportunity for growth and expansion, perhaps $500 million or more. If an industry is too small, there might not be ample runway for an entrepreneur to build and grow. The industry need not be a behemoth (like real estate leasing which clocks in at nearly $2 trillion), but too small can be problematic. Additionally, an industry that is fragmented with many participants can be more desirable than an industry with a handful of dominant players. Fragmentation can be an opportunity for programmatic acquisitions in the absence of a highly professionalized aggressive player.
Seasonality and cyclicality are absent Industries with lumpy revenues and cash flows, resulting from exogenous factors like seasonality and cyclicality, are not desirable for search fund entrepreneurs. Seasonal businesses are harder to manage and finance than non-seasonal businesses because of their expanding and contracting labor, inventory, and customer base, as well as cash flows. It is almost like running a mini startup every season turnover, which is a lot to manage for a first-time CEO. An example of a seasonal business would be a commercial landscaping business with peak demands in the summer and abating activity (and cash flows) in the winter. Similarly, cyclical industries can be challenging for search fund entrepreneurs who might enter the industry at the wrong time or try to exit at an inopportune moment. For search fund entrepreneurs, simple industries with constant and steady revenue streams are desirable; seasonality and cyclicality should be avoided. Small part of the customer’s cost structure We are attracted to industries that represent a small part of the customer’s cost structure. When an industry represents a less significant part of the customer’s cost, it is less likely to be scrutinized intensely. For example, consider the relationships between the Ford Motor Company, the steel industry, and the commercial cleaning industry. Steel is likely a large part of Ford’s cost structure, as cars are made from steel. As a powerful customer, Ford is likely to have some power over the steel industry and to be laser-focused on steel as a cost to manage. Conversely, the commercial cleaning industry provides cleaning services to companies like Ford, but this is likely a very small part of Ford’s cost structure. We would rather be the commercial cleaning industry to Ford than the steel industry to Ford. We do not seek to be overly scrutinized by customers.Ongoing research and development requirements are absent Search fund entrepreneurs should avoid industries that require ongoing investment in research and development. We prefer simple, steady industries that are not dynamic. For example, drug companies constantly invest time and capital into new drug development over long periods and with no guarantee of success. An industry with this type of context is inappropriate for a search fund entrepreneur. Alternatively, an industry like musical instrument rental services requires absolutely no research and development – an oboe is an oboe year after year. We are attracted to industries that endure and do not require research and development to generate future revenues. Of course, we encourage entrepreneurs to constantly innovate and improve operations, but to avoid depending on research investment to thrive. Our approach is about incremental progress rather than the revolutionary change that comes with research and development. An exit path for a strategic buyer is present The search fund entrepreneur’s journey will include an exit. There are two typical exit opportunities. The first is the company’s sale to a financial investor, such as a private equity firm. This type of buyer tends to be a disciplined entity that values cash flows purely on a return opportunity basis. The second type of buyer is a strategic acquirer who sees incremental value in the target asset when combined with their existing business operations. An industry that has known and active strategic buyers is advantageous to the search fund entrepreneur for several reasons. First, strategic buyers tend to assess acquisition targets at values that are higher than financial buyers: something in the target company makes it worth more to the buyer. Often, this benefit is that the target company’s expenses can be eliminated when combined with the buyer’s assets. Second, the presence of a strategic acquirer in an industry is almost akin to the search fund entrepreneur having a put on their business. The entrepreneur can nearly always sell to the strategic buyer at precedent industry valuations.
For example, several strategic buyers are present in the commercial waste removal services industry, Waste Management and Republic Services being the largest. These two companies are serial acquirers likely to buy from any industry operators interested in exiting. When there is a strategic buyer providing a clear exit path, search fund entrepreneurs increase the probability of liquidity and premium valuation. Capital markets are present Typically, when search fund entrepreneurs purchase a business, part of the capital they use to make the acquisition is cost-effective debt capital. When an industry has known, enthusiastic debt providers, it is easier for search fund entrepreneurs to raise debt and make a deal. For example, the alarm monitoring services industry is well-capitalized, and many banks with specialized lending groups focus on this industry. When this dynamic exists, it is generally easier for an entrepreneur to raise debt capital to finance the acquisition. Furthermore, when acquiring a business in a well-banked industry, entrepreneurs will need to educate creditors less about the target industry. For the search fund entrepreneur, attempting to close an acquisition can feel like a complicated obstacle course. When the entrepreneur enters an industry with readily available debt capital, there is one less hurdle to jump. Reimbursement risk (stroke of pen or legislation risk) is absent A new entrepreneur should avoid an industry that has tangible reimbursement risk, which means that elected or appointed public officials can influence the industry’s revenue streams. When an industry’s model or revenue can be changed or influenced with the stroke of a pen (reflecting new legislation), there might be unnecessary risk. Medical services companies can be subject to state-level standardized reimbursement rates. This makes their revenue stream less certain and, therefore, risky. For example, if an industry provides therapeutic services to children with autism and is not paid privately, it might experience reimbursement risk. Similarly, if an industry depends on lobbyists to influence public officials on matters relating to the industry’s revenue rates and streams, it might also face such risk. Operational Dimensions Barriers to entry are present Search fund entrepreneurs should assess how easy it is for new competitors to enter an industry and choose an industry with higher barriers to entry. The threat of a constant influx of new competitors results in pricing and profit pressure and customer dislocation, making an industry unattractive to a wise entrepreneur. If an industry is small, it might not attract new entrants. If the industry is unglamorous, it might not attract many new participants. If the industry has material startup costs, it might not encourage new companies to form. If the industry requires specialized knowledge and skills, it will limit the number of new players. If the industry has tight labor markets, fewer interlopers will attempt to participate, with labor being a scarce resource. Niche-oriented industries tend to attract fewer well-capitalized participants because there is not a huge market to pursue. These are some entry barriers a smart entrepreneur will look for in an industry. It should be noted that some industries have very low barriers to entry but very high barriers to operating at scale. These are not necessarily bad industries. For example, the parking lot striping industry has low barriers to entry: minimum wage labor, paint, trucks, and some equipment. But to be the parking lot striping service provider at Chicago’s O’Hare airport, the barriers are quite high.
Customer switching costs are high Ideal target industries for search entrepreneurs have relatively high customer switching costs due to three types of drivers: behavioral, financial, and legal. For example, the payroll service industry tends to have high behavioral switching costs because, once a company successfully sets up its employees in a third-party payroll service, it is laborious to change. If an industry has a dynamic that makes it expensive for customers to switch vendors, there is a high financial switching cost. This is the case with third-party internet service providers (the companies that provide internet to hotels, malls, and dorms): it is quite expensive to switch once a customer is signed up with an incumbent vendor. Finally, if an industry uses a multi-period contract, it is difficult for customers to switch. This is the case in many software as a service businesses. When customers within an industry are locked in with current vendors, revenue streams are more stable, which is advantageous for a search fund entrepreneur. No obvious dislocation risk (substitution risk to lower-cost suppliers) A key industry characteristic to seek is stable revenue streams for the foreseeable future, and an attribute to avoid is revenue streams that can be disrupted. One way revenues can change is through outsourcing service and labor to less expensive geographies. For example, if a business provides call center services and part of its value proposition is providing cheaper, more incremental labor by operating in a lower-cost state, such as Utah, the service risks disruption by a competing firm in a cheaper geographic location, such as the Philippines. If the industry’s operations are at geographic arbitrage risk, its revenue streams might be unstable, and it should be avoided. No technology risks are present Search fund entrepreneurs should seek stable industries that are not too dynamic. With stability, the search fund entrepreneur can focus on driving growth and learning how to be a CEO. Technology-centric industries tend to be unstable, introducing risk for the entrepreneur. Such industries might require constant research and development to drive improvement and innovation. Additionally, if an industry can be upended by new technology, it is risky. For example, in the 1980s, beeper rental services were desirable businesses that were ultimately displaced by new technology: cell phones. Vendor dependency is low Ideally, a search fund entrepreneur should target an industry in which suppliers and vendors do not have a high degree of power. If a supplier has power in the industry, they can raise prices and extract value from customers. For example, auto manufacturers (the supplier) have a high degree of power over auto retailers (the customer). Conversely, the pest control services industry does not have dominant suppliers – customers can purchase chemicals from many vendors and are not captive to any one vendor – the suppliers are fungible. Search fund entrepreneurs should avoid being at the mercy of controlling suppliers. Industry rivalry is low Some industries have vicious, intense rivalries, with competitors taking a scorched-earth approach to business; other industries have a more placid tone. It is not fun to be in an industry in which every competitor is like a street brawler. These industries should be avoided if possible. Industry rivalries can also manifest from surprisingly small and scrappy players. A small company is sometimes the fiercest competitor because it has nothing to lose. Large, incumbent players act rationally because they want to protect their established position. Sometimes paradoxically, the small participant is the one to fear the most.
A network effect is present If the competitive advantage and overall customer benefit of an industry increase in tandem with its market share, then that industry has the features of a network effect. A classic example of this is the telephone industry. The benefit of owning a telephone is minimal if there are not many other users. However, as more and more users secure this service, the customer benefits from its ubiquity. More recently, social network firms (e.g., Facebook, LinkedIn, or Slack) have leveraged this concept. Furthermore, once enough people use a product or service in a strongly networked environment, it is almost expected that everybody uses it. Being on the right side of a network effect can lead to rapid growth and entrench the industry’s position. B2B is preferred over B2C Serving businesses is usually easier than serving consumers. Generally, businesses have homogeneous and consistent needs. Consumer taste is fickle and puts a burden on service providers to keep pace with these changes. In a B2B context, the execution complexity of reduced volumes (due to a smaller universe) and more rational predictable behavior patterns (e.g., operating hours, credit requests) favor first-time entrepreneurs. B2B situations tend to have a smaller share of customer wallet, and in certain recurring revenue contexts, a set it and forget it dynamic. These are both factors that support an entrepreneur. Additionally, consumer-facing businesses must provide a higher level of service and associated training for the employee base. Finally, B2C often requires heavy marketing costs, which can be quantified to measure its impact. All things considered, industries that serve businesses directly tend to be slightly more appealing than those serving consumers. Regulatory risk is absent Industries that are subject to excessive government regulation are less desirable. When an industry can be impacted by new government rules or laws, its costs and structure can change quickly, sometimes for the worse. For example, many medical services industries are regulated, which results in burdens in terms of operating costs, compliance costs, and unpredictable changes. We prefer industries in which the government is not one of our bosses. Interestingly, regulatory guidelines can work in favor of some industries. This occurs when an industry benefits from regulation but is not subject to regulation, providing it with a tailwind. For example, the commercial records management industry is not regulated, but its customers are mandated by law to keep certain financial documents for several years. In this case, the regulation helps the industry because the purchase decision becomes a non-discretionary choice. Not all regulation is bad, but entrepreneurs should make sure they benefit from it rather than bear the burden of it. Industry professionalization is low We think it is a magical opportunity to discover an industry that has some of the compelling economic characteristics examined in this note, but that has not yet been fully professionalized and institutionalized. We would describe this as an industry with a lot of potential and a long path ahead of it. To use a baseball analogy, an industry in the third inning is ideal. Such an industry has been proven but not yet professionalized, creating an opportunity for a search fund entrepreneur to be part of the industry’s growth and professionalization, which can be highly lucrative. Conversely, an industry in the eighth inning might already be fully institutionalized and not have much future growth. Such an industry can still provide an opportunity for wealth creation, but it is unlikely to provide a transformational opportunity. For example, the cable television business in the 1970s was a third-inning opportunity populated with owner–operators who were not professional managers. The industry was a bit like the Wild West and thrived on
adrenaline. Today, that industry is fully professionalized and institutionalized with large, well-run, publicly owned companies like Comcast. The cable television industry is still an attractive industry with cash flows reminiscent of annuities, but to have entered the industry in the 1970s would have been truly fortuitous. Search fund entrepreneurs who encounter an industry with appealing economic characteristics that has not yet been professionalized are in an advantageous position. The Business (Horse)Now that we have described some economic characteristics desirable in potential target industries, let’s shift our focus to economic characteristics at the business or asset level. These characteristics tend to be unique to specific businesses and are not necessarily common to all industry participants. Entrepreneurs should remember that purchasing a business with undesirable characteristics is not a pathway to success, even if it is in a good industry. Acquiring a desirable business in a desirable industry is the best way for an entrepreneur to tilt the odds of success in their favor. Let’s examine some attractive economic characteristics at the business level. Financial Dimensions History of profitability and revenue growth is present A search fund entrepreneur should focus on buying a business with a history of profitability. Running a business will be challenging for a first-time entrepreneur, so acquiring a business that functions well on a financial basis will be helpful. Search fund entrepreneurs should not seek to turn around a business without a history of profitability. It is fine for a search fund entrepreneur to add back personal expenses incurred by the former owner to EBITDA to achieve profitability, but if the business is fundamentally losing money, it should be avoided. Ideally, the horse should be healthy and ready for a new jockey without any rehabilitation. Additionally, a big part of any value creation strategy is revenue growth. Purchasing a business with a pattern and history of growth puts the entrepreneur on the right path for value creation. An absence of historical revenue growth makes any go-forward revenue growth strategy less tenable and riskier to implement. Once again, the horse should be healthy, and historical profitability and revenue growth are typically part of a healthy horse. Recurring revenue with low churn is present We believe one of the most important economic characteristics an entrepreneur can seek is recurring revenue with low attrition rates. From a revenue model perspective, subscription-like features are highly desirable for young, first-time, inexperienced entrepreneurs. Upon first consideration, it might seem silly that one revenue type is more desirable than another because a dollar of revenue is a dollar of revenue. However, deeper analysis reveals five distinct categories of revenue, and their characteristics can significantly impact an entrepreneur’s success and a business’s ability to create long-term value.6Contractual recurring revenue exists when customers are contractually bound to use a vendor’s service or products over multiple periods on a take-or-pay basis. An example of this would be records management storage services, for which customers sign multi-period, auto-renewing contracts. Non-contractual recurring revenue exists when customers subscribe over a period of time to
frequency. Customers must take action to stop the product or service from being delivered or rendered. An example of this would be an online data storage solution like Carbonite. Repeat revenue exists when customer action is needed for each purchase. There may be behavioral or system-switching costs in place, but no contracts on a set schedule to enforce consumption. An example of this would be a professional service firm that provides auditing services. Actuarial revenue exists on a predictable basis using identical infrastructure and resources with different customer cohorts. Customers do not have contracts in place and tend to use a product or service only once, and there are low switching costs, but a new cohort of customers usually emerges and generates further revenue. An example of this would be a business that rents graduation robes. Transactional revenue exists when customers do not have contracts or switching costs and the pattern of consumption is not predictable or actuarial. From a business service provider perspective, every sale is considered a new one. An example of this would be a supermarket. A recurring revenue model with low churn rates gives a search fund entrepreneur the luxury of predicting likely future sales. It is a true treat for an entrepreneur to wake up on January 1st and know with a high degree of confidence what next year’s revenue will be. Many serial search fund investors believe there is a high correlation between recurring revenue and entrepreneur success. Although there is no specific floor for the amount of recurring revenue necessary for an industry to be attractive, some investors use 60% as a minimum threshold. We strongly encourage would-be entrepreneurs to find a horse with some form of recurring revenue. EBITDA margins are healthy (10–30%) We recommend businesses with healthy EBITDA margins for search fund entrepreneurs. Businesses with EBITDA margins below 10% leave little room for error. Businesses with EBITDA margins of 10–30% provide plenty of cushion and are not as susceptible to setbacks. This range is ideal for the inexperienced entrepreneur. Counterintuitively, we are skeptical about businesses with EBITDA margins above 30%. These high margins might reflect historical underinvestment in the business’s team or infrastructure, leaving a new entrepreneur in a tenuous position early on. If a business has excessively high EBITDA margins, there may be no opportunity for improvement. If a search fund entrepreneur purchases a fully optimized business, margins can move in only one direction – down. EBITDA to free cash flow conversion is high We love businesses that convert EBITDA to free cash flow at high rates. A business that does not convert EBITDA to free cash flow depends inherently on a high terminal valuation rather than creating value through interim cash flows. Search fund entrepreneurs should seek cash-generative businesses that convert EBITDA to free cash flow. This will reduce financing requirements, increase equity returns, and provide capital for future growth. Businesses with high EBITDA to free cash flow conversion rates typically have superior returns on invested capital (after-tax operating profit divided by the capital invested in the business – defined by net working capital plus net fixed assets). When considering EBITDA to free cash flow conversion rates, entrepreneurs should specifically consider and ensure the following:
If a business has high working capital requirements, especially if the need for working capital is growing, it will be harder to convert EBITDA to free cash flow. Unattractive working capital dynamics are characterized by needing to pay vendors for supplies in advance and then holding inventory for long periods before selling to customers. This can become further complicated if customers do not pay at the time of purchase and instead pay in 90 days. If a company needs to purchase goods at day zero, carries inventory for several months before a sale, and does not get paid for several months after, the cash conversion cycle can exceed 100 days. As a company grows, more and more capital gets stuck in the business as working capital. Search fund entrepreneurs should seek businesses with negative working capital dynamics. That is, they get paid in advance by customers, they do not provide goods or services for several months even after being paid by customers, and they pay vendors slowly. This dynamic is akin to getting an interest-free loan and facilitates high EBITDA to free cash flow conversion rates. Additionally, businesses where working capital is a small percentage of revenue are superior to businesses where working capital is a large percentage of revenue. Growth CapEx requirements are low Businesses that require large capital expenditures (CapEx) to keep growing in the long term are less appealing than CapEx-light industries. Capital intensivity can dilute returns and equity value creation, and capital formation might require a lot of time. If a business needs more and more capital to grow, it is harder to create lucrative returns on capital invested. Additionally, the continuous injection of capital into the business for growth creates an increasingly risky situation. If a business requires large capital expenditures to grow, there will be less free cash flow from EBITDA. Such capital-intensive businesses do not produce large interim cash flows. We prefer asset-light businesses that require little capital for incremental growth. Asset-light businesses generate more free cash flows from EBITDA. Maintenance CapEx requirements are very low The only thing worse than growth CapEx is maintenance CapEx. With maintenance CapEx, entrepreneurs incur costs just to keep a business in the same place; at least growth CapEx is correlated with incremental revenues. Maintenance CapEx nibbles away at EBITDA and reduces free cash flows. Search fund entrepreneurs should seek businesses with low maintenance CapEx. Additionally, many entrepreneurs make the mistake of not fully accounting for maintenance CapEx when evaluating a business. Maintenance CapEx, despite being a balance sheet item, should be deducted from EBITDA and earnings since it is akin to an operating cost incurred to keep the business in place. Entrepreneurs should be aware of leakages that dilute the conversion of EBITDA to free cash flow. Finding an asset that converts EBITDA to free cash flow at a high rate will benefit an entrepreneur well and increase the probability of success. Purchase valuation is reasonable Sometimes, search fund entrepreneurs want to start by considering the purchase deal – the economics of the proposed transaction – when evaluating a target. While we agree that the deal needs to make intuitive sense, we would not encourage search fund entrepreneurs to pursue a great deal attached to a weak asset in an
undesirable industry. Instead, we encourage entrepreneurs to seek an attractive asset in a desirable industry with a fair valuation. Valuation should not necessarily lead the analysis, but it needs to be reasonable. Entrepreneurs should seek to acquire a business at a reasonable price and with a reasonable structure. The price does not need to be cheap, nor should it be expensive. It is hard to buy a good business for less than 4x, and once a search fund entrepreneur creeps over 7x, the deal might get pushback from investors and feel too costly. Finally, most industries have valuation metrics that are more operational – based on some key operating fact. For example, cable television operators often trade on a value per subscriber. Software as a service providers can trade on a value per seat. Entrepreneurs should make sure the proposed valuation based on the industry metric is consistent with expectations and norms. Overall, entrepreneurs should seek a deal that represents a fair and reasonable valuation. Operating leverage is present Operating leverage occurs when the next incremental revenue dollar contributes to profit at a higher rate than the last. For example, in the waste collection industry, adding customers to an already established route is likely to produce extremely high incremental profits. This means industry margins accrete with growth, in contrast to an industry without operating leverage, in which incremental revenue is added at proportional margins. Generally, models that depend heavily on labor and have high variable costs do not have much operating leverage. Businesses with high operating leverage reward growth twice: once simply for growing and again for growing at a more profitable rate. In the industrial services arena, uniform rental services with route-based operations tend to have high operating leverage. In the technology domain, software as a service businesses tend to have high operating leverage because, once the software is established, serving the next customer has barely any cost. This scaling value is an attractive feature in an industry. Business size is moderate ($1 to $5 million EBITDA) Search entrepreneurs should seek out Goldilocks-sized businesses. A business with less than $1 million in EBITDA might be too small to allow for investment in the business. For example, it is hard to hire a talented MBA graduate to work on a $1 million EBITDA business; it would be too dilutive to earnings. Additionally, acquiring a business that is too small might feel like buying a job because there is little infrastructure, and the CEO will be responsible for many key functions. On the other hand, a business with more than $5 million in EBITDA might be too big, resulting in competition with smaller private equity firms in the acquisition process that are well capitalized and sophisticated buyers. We think a business in the $1 to $5 million EBITDA range is the Goldilocks size for search fund entrepreneurs: not too big and not too small. It is large enough to be defensive and to allow for investment but not so big that it would attract professional investor attention with increased competition and valuations. Revenue concentration is low If too great a percentage of a business’s revenue stems from a single customer, it is at risk of revenue concentration. Any concentration risk is undesirable, but revenue concentration is particularly detrimental. If 40% of a business’s revenue is concentrated in one customer and they defect, the blow is likely to be insurmountable. When a customer is too large, it might also exert power and demand special projects and services that might be unprofitable or conflict with the business’s standard procedures. If a business’s revenue is
broadly diversified among a large customer portfolio, with no customer representing more than 5%, it is harder to suffer material setback from any single customer leaving. We do not propose any specific numeric threshold for revenue concentration but encourage entrepreneurs to consider what is appropriate for their target business. Multiple growth levers are present When considering a potential asset, entrepreneurs should assess its growth levers that can be used to amplify the business post-acquisition. Ideally, the company will have multiple growth levers to explore. There are several typical opportunities for growth: Price increases – increasing the prices of the goods and services currently offered to customers Volume growth – selling more of the same products and services in the same markets Geographic expansion – adding new territories for the same products or services Product expansion – adding to the portfolio of products and services in the current geographic markets Acquisitions – expanding by purchasing other companies that provide identical or adjacent products and services We would like to make a special note about the ability to grow through price increases. Increased prices’ return on investment and their implications for EBITDA and equity value are particularly compelling. We are particularly enthusiastic about industries and businesses that have the ability to raise prices and strongly encourage search fund entrepreneurs to seek them out. All growth avenues need not be present, but a business with several growth tracks will allow a search fund entrepreneur to expand the business without relying on a single opportunity. Unit economics are attractive and easily understandable Unit economics focuses on customer acquisition costs (CAC) and the subsequent revenues and free cash flows associated with that customer over the time they use a product or service. Unlike generally accepted accounting principles (GAAP), the unit economics model focuses on the cash dynamics of the customer relationship over multiple periods rather than a single year. Businesses with easily understandable and lucrative unit economics are desirable. Sometimes businesses that have large upfront costs to attract a customer but gain long-term cash flow are hard to understand through traditional GAAP reporting. An example of this would be a software as a service model, in which it is quite expensive to build the software and attract customers but, once a customer signs up, the cash flow persists for quite some time. Evaluating a business at the unit economics level allows an entrepreneur to understand the return characteristics of the business. Operational Dimensions The business model is simple A simple business model is preferable to a complex one. As investors and entrepreneurs, we are humble and recognize our limitations, so we need something relatively simple to understand and manage. A business model is split into two interconnected pieces: the economic model (how the business actually earns a profit and what drives that) and the operating model (the workflow that generates the profit). Both should be easy to understand. For example, the alarm monitoring services industry is pretty simple: install, send the monthly invoice, and collect credit card payment. If the alarm signals, call the police and customer – even we can understand it.
A rule of thumb is that most recent MBAs should be able to learn a business model in an afternoon. If the aspiring entrepreneur cannot comprehend, digest, and succinctly explain the model within a day, it might be too complex. One way for the aspiring entrepreneur to test whether a potential acquisition is too convoluted is to explain its economic and operating models to an intelligent friend who is not trained in matters of business. If the search fund entrepreneur cannot teach the model, they do not fully understand it. Simple is better, especially for a young, first-time entrepreneur. A moat surrounds the business For a first-time entrepreneur, it is helpful for the target business to have some type of defensive barrier, sometimes called a moat. A moat can be a geographic monopoly (like a single newspaper in a city) or being well positioned in a small marketplace that would not entice a new entrant. A moat can also be a unique product or service that cannot be easily replicated by competitors. In some contexts, a moat can be a brand that is firmly established in customers’ minds (this is more common in consumer products than business services). Additionally, a moat can be high customer-switching costs; once a customer is signed up with a vendor, they tend to remain and persist. This prevents poachers from acquiring the customer. A moat is some sort of competitive advantage that distinguishes and differentiates the business in some way – it creates a valuable boundary. Business is being sold for non-economic reasons Ideally, search fund entrepreneurs should acquire businesses being sold for non-economic reasons. A competitive auction to acquire a business might be a bad fact for a search fund entrepreneur. A better dynamic would be if the business’s owner experienced some type of catalyst to the sale, such as death, disability, divorce, or retirement, meaning that the sale is not exclusively about optimizing value. If an owner wants to exit because they want to retire and be closer to their grandchildren, that is a good sign. If an owner is running a competitive auction with an intermediary and is motivated exclusively by economics, that is a bad sign. Employee base is stable with no key person risk A search fund entrepreneur should acquire a business with a stable employee base, whose key managers are likely to remain post-acquisition. Taking over a small business as a new CEO is challenging and chaotic under the best circumstances. If the employee base is not stable and dependable, the new CEO can quickly become overwhelmed operationally. Ideally, the employees are content or happy in their work circumstances, are paid market wages, and receive market benefits. If employees are underpaid, the new CEO risks having to mark up wages. If the employee base is not steady, and a few key managers turn over shortly after the acquisition, operations will be challenging as the search fund entrepreneur learns the business while attempting to backfill vacant positions. The business is undermanaged and unprofessionalized A slightly undermanaged business provides a search entrepreneur with the opportunity to improve the target acquisition. For example, a business that is run more by intuition and gut is likely undermanaged and presents an opportunity for improvement. An entrepreneur can implement metrics and data-driven decisions to improve operations. Similarly, a business that has not previously invested in talent can be upgraded through a fresh recruiting process. Conversely, a business whose owner works efficiently for 80 hours a week might leave little room for the search fund entrepreneur to add value. Alternatively, buying an asset whose owner plays golf twice a week and still generates $1.8 million in EBITDA offers a tantalizing opportunity for a first-time, inexperienced entrepreneur to build an enduring enterprise and add value.
Customer gathering process is established and attractive The factor most likely to drive value creation for a search fund company is growth. Fundamentally, the search fund entrepreneur’s journey is about making the acquired asset better and bigger. One of the most common growth arcs is organic growth. Businesses with established, successful, and efficient customer gathering functions are appealing for search fund entrepreneurs. When this function is missing, the search fund entrepreneur will need to establish and build it, which requires a lot of focus, skill, and effort. When considering the customer gathering process, search fund entrepreneurs should clearly understand the IRRs earned through organic growth. Unions are not present We advise search fund entrepreneurs to avoid assets that involve unions. Not all unions are the same and not all are bad, but they are an added complexity for an entrepreneur to manage. Search fund entrepreneurs will quickly learn that managing people is a large part of a CEO’s day. Having to manage people through a collective bargaining agreement might hamper flexibility and the opportunity to drop and add employees as the entrepreneur needs. Furthermore, in a smaller business, an entrepreneur might need to act quickly, and a union could prevent speedy personnel changes. While not inherently bad, unions can limit how much change an entrepreneur can implement quickly. The Entrepreneur (Jockey) Once entrepreneurs identify a captivating business in an appealing industry, they will need to assess whether it is truly a match for them. Key considerations for first-time entrepreneurs include the geography of operations, the skill set required for continued success, and the business’s overall fit with the individual. During the adrenaline-filled search process and in spite of the overwhelming desire to get a deal done, searchers need to pause and make sure a business is an appropriate fit for them. This can mean many things. Can the entrepreneur see themselves in the industry? Are they a cultural match with the company? Is the entrepreneur comfortable in a blue-collar workforce environment? Is the entrepreneur’s spouse fully on board? These questions can be summed up by the entrepreneur asking: Am I excited to lead this organization? The answer should be a resounding and thunderous yes, despite the fact that the entrepreneur will always harbor some doubts – no business is perfect. Operating a business will involve an intense and huge time commitment for many years. For the project to work and create value, the entrepreneur needs to be fully engaged, enthusiastic, and happy – this is what “fit” means. We think that an entrepreneur can only find an actionable opportunity at the intersection of a high-quality asset operating in an industry with powerful economic characteristics and where the entrepreneur has a good fit (see Figure 2). If an entrepreneur locates a terrific company in a fantastic industry but cannot see themselves leading the business, there is not a tight fit, and it might not be an actionable opportunity. Fit matters for the entrepreneur’s success.
Source: Created by the case writers Conclusion When considering what business to acquire, entrepreneurs should start with the track (the industry), move on to the horse (the specific business asset), and finally consider how they will fit as a jockey (the entrepreneur–CEO). This approach, which focuses on economic characteristics at the industry and company levels, will help aspiring entrepreneurs target opportunities with tailwinds that increase the odds of a successful outcome. By conducting the search with an emphasis on economic characteristics, rather than what the business actually does, an entrepreneur can aim to find a persuasive business opportunity without preconceived notions of what makes a good business. This approach can also help remove or mitigate inevitable biases. We hope this primer has illuminated some engaging economic characteristics at the industry and company levels and will guide aspiring entrepreneurs in their search process. It is unlikely that any company will possess all the economic characteristics we describe. Entrepreneurs will face the challenging task of assessing which economic characteristics are must-haves and which are nice-to-haves. Good luck on your journey, and always come back to a business’s underlying economic characteristics to help tilt the odds of success in your favor!