Maximizing the Value of Your Alarm Business
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Maximizing the Value of Your Alarm Business Confidential Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Summary • Introduction • Value drivers • Valuation Methodologies • Historical valuations and current market conditions • Impact of entry of cable and phone companies • Valuation of new RMR-generating services • Data-tracking: What to track, how to track it, how it effects valuation • Lessons for buyers and sellers • Q&A Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. INTRODUCTION Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Henry Edmonds • 30 years of capital markets experience, over 20 years in the alarm industry • Wall Street investment banker (1985-1990) – $2B in transactions in the airline industry • Co-Founder (1990) and CEO of SLP Capital (thru 2004) – Largest lender to alarm industry when sold to CapitalSource in 2004 – Over $400M of alarm loans • Started Edmonds Group in 2004 • MBA, Harvard Business School • BS, with distinction, civil engineering, University of Virginia Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. The Edmonds Group • One of the top investment banks in the security alarm/PERS industries • Services include capital raising, M&A advisory, strategic consulting • Work with dealers that have $100,000 in RMR and up – Including some of industry’s largest companies: ADT, Vivint, Monitronics, Security Networks • TEG has closed deals with over $3 billion in value – Broad experience representing sellers, buyers, borrowers and capital providers Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Who We Are Not • We do not have gray beards • We do not run an industry conference • We are not a large investment bank that dabbles in the industry, takes on multiple deals simultaneously, staffs them with junior personnel, and executes indifferently for clients • We do not throw things up against the wall and hope they stick Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. VALUE DRIVERS Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. What Determines Your Valuation? • Market conditions – Time your exit/sale • Size of transaction – Bigger is better • Key operational metrics – Quality of operations/ability to generate cash flow Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Key Metrics that Determine Value • Margin on existing customers • Attrition rate • Growth rate • Creation cost Taken together, they will allow us to determine expected CASH FLOW over time Dealers must have the ability to provide good data on these metrics if they are going to maximize value! Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Other Value Drivers • Company reputation • Quality of account and financial data • Credit score profile • RMR per account • Critical mass per market/geography • Ease of reprogramming/line swing • Sales model for generating customers • Install quality/service call rates • Contracts (term, organization, renewals disclaimers) • Billing profile (auto debit vs. invoice) • Age of accounts • Type of RMR (residential vs. commercial) Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. VALUATION METHODOLOGIES Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Valuation Methodologies • Discounted cash flow analysis – This is the most commonly used as primary approach • Multiple of earnings – Adjusted EBITDA and SSFCF for the alarm industry • Multiples of assets – RMR multiple for alarm industry • Multiple of book value of equity Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Valuation Methodologies • Multiple of earnings – Could be net income, EBITDA or cash flow – Based on comparable companies, either completed transactions or publically traded – For alarm companies: • Adjusted EBITDA – Earnings (Net Income) before interest, taxes, depreciation and amortization – Additional adjustment – add back all costs related to creating new accounts • Steady State Free Cash Flow (SSFCF) – Start with Adjusted EBITDA and add back creation costs (expenses) required to replace attrition • Multiples of assets – Based on comparable companies, either completed transactions or publically traded – For alarm companies: • Multiple of RMR • Multiple of book value of equity – Based on comparable companies, either completed transactions or publically traded – Not typically applicable for alarm companies as most have negative net worth Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Discounted Cash Flow Analysis • Buyer will develop key assumptions based on target company’s past performance • Determine a capital structure – Influenced by market conditions including cost and availability of debt • Buyer will do a financial model for target company – 5+ years into the future – Key metrics (creation cost, margin, attrition, growth rate) will drive model cash flow Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Discounted Cash Flow Analysis • Buyer’s required return on investment (“ROI”) will determine what buyer CAN pay – Required ROI driven by buyer’s strategy, its investors, market conditions, “next best alternative” • Negotiation will determine what buyer WILL pay – Buyers never pay more than they think they have to • The multiple (of RMR, Adjusted EBITDA, SSFCF) is an outcome of the valuation and is used as a reference point Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Sensitivity Analysis • Buyers will start with a base case valuation – Typically a scaled back version of projections provided by seller • Run scenarios to determine how sensitive the results are to different assumptions – Slower growth, lower margins, higher attrition etc. – Will also look at upside scenarios • Confidence in the assumptions and impact of sensitivities influence the purchase price Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Acquisition Process • Preliminary purchase price is provided in a letter of intent (“LOI”) – Based on initial information from seller – Non binding and subject to due diligence • Buyer conducts due diligence to verify information and assumptions – Confirm there are not undisclosed problems, liabilities • Often will make adjustments to preliminary purchase price – Poor quality data (more on that later) – Metrics worse than reported (higher attrition, unreported costs, slower growth/weaker sales pipeline) – Personnel issues, undisclosed liabilities, tax problems • Adjustments are never in seller’s favor! – The more/better information provided by seller (before LOI), the better seller’s negotiating position will be • Documentation and closing Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. HISTORICAL VALUATIONS AND CURRENT MARKET CONDITIONS Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Security Alarm RMR Sale Multiples 10 Year Average 2003-2012 45.0x 42.5x 40.0x 36.9x 37.2x 34.1x 35.0x 30.0x 25.0x 20.0x 15.0x 10.0x 5.0x 0.0x Under $50K RMR $50-100K RMR $101K-500K RMR Over $500K RMR Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Source: Barnes Associates Security Alarm RMR Sale Multiples 55.0x Max & min yearly averages 2003-2012 50.0x 50.8x 45.0x 40.0x 39.9x 40.2x 36.1x 35.0x 34.2x 34.7x 31.1x 30.0x 28.9x 25.0x 20.0x Under $50K RMR $50-100K RMR $101K-500K RMR Over $500K RMR Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Source: Barnes Associates Major M&A Transactions 2013 YTD Buyer/ Investor Acquired RMR RMR (millions) mult. SAFE Security Pinnacle (accounts) $1.9 30’s Central Security Group SecureNet $.7 40’s Goldman Sachs/The NorthStar $1.0+ 46x Beekman Group ADT Security Services Devcon International $3.6 41x Ascent Security Networks $8.8 58x Media/Monitronics SAFE Security CastleRock (accounts) $0.7 30’s Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. Major M&A Transactions 2012 Buyer/ Investor Acquired RMR (millions) RMR mult. BV Investment Partners DTT $1.5 60x Interface Westec $1.7 32x Norwest Venture Partners ACA $3.6 50x Ascent Media/Monitronics Pinnacle $4.4 30x Blackstone Group Vivint $31.6 57x Protection 1 Vintage Security ~$.4 DND Confidential - Not to be relied upon, forwarded or duplicated without consent of The Edmonds Group, LLC. State of the Market • Currently a “seller’s market” • Capital markets conditions are very favorable – Lots of capital available, low cost, flexible terms – Lenders are competing on growth, not worried about portfolio problems • Many interested buyers with pressure to grow/put money to work – Public companies like ADT, Ascent/Monitronics, Stanley – Private equity backed companies like Protection 1, CSG, ASG, ACA – Private equity firms on the