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Valuation in M&A

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Valuation in M&A Art versus Science Table of Contents Section I FourBridges Overview Section II M&A Market Update Section III Valuation Considerations Section IV Art versus Science Section V Buy-Side Case Study Section VI Process Results Example Section VII Conclusion Confidential 2 FourBridges Overview Section I 3 FourBridges Overview Industries Served Investment Banking Services • Manufacturing and Industrial Services • Sell-side advisory • Business Services • Acquisition advisory • Consumer and Retail • Debt financing • Distribution • Valuations • Healthcare Services • Transportation and Logistics Transaction Focus Qualified and Trusted • Focused on serving privately held • Relevant operating experience owner/operator companies • Top tier referral partners • Transactions ranging from $5 million to $500 • Top tier clients million • Relevant transaction experience Confidential 4 Relevant Experience Financial advisory services grounded in actual operating experience • Team members have held C-suite positions in private companies and been through transactions as part of management • Deep understanding of the issues/decisions stakeholders face in a transaction • CFO backgrounds allow for granular understanding of small businesses, how to present financials, and how to address issues Experience at large national firms Confidential 5 Top Tier Clients Client Description FourBridges Role $1.0 billion revenue flour milling and branded Advised on $500 million acquisition resulting in largest products company independent flour milling company in the U.S. Construction company (completed 260+ million Identified and advised on acquisition of Inman Construction square feet of projects) Largest independent manufacturer of artificial Advised on sale to TenCate Grass (Holland), a portfolio turf in the United States company of PE firm Gilde Partners Advised on sale to Camping World Holdings (NYSE: CWH), Multi-location outdoor retailer a $3.5 billion revenue company Manufacturer of rotational molded fuel tanks for Advised on sale to $400 million revenue Seastar Solutions the boating industry Advised on sale to Digital Fuel Capital, a Boston-based Online retailer of curated women’s apparel e-commerce focused private equity fund Manufacturer and distributor of lawn and Advised on sale to Hanes Companies, a division of Leggett & garden products Platt (NYSE: LEG), a $5.0 billion revenue company Confidential 6 Transactions with Sophisticated Buyers • Alderman Holdings • H.I.G. Capital • Brighton Partners • Housatonic Partners • C3 Capital • Iron Range Capital • Cold Bore Capital • KRG Capital Partners Private Equity • Digital Fuel Capital • Platinum Equity Funds • Envest Capital Partners • Route 2 Capital Partners • Five Points Capital • Stone Arch Capital • Gilde Partners • Tecum Capital • Grey Mountain Partners • Valley Ridge Investment Partners • American Electric Power ($13 billion revenue - NYSE: AEP) • Camping World ($3.5 billion revenue - NYSE: CWH) Publicly Traded • Leggett & Platt ($4.3 billion revenue - NYSE: LEG) Companies • Metropolitan Life Insurance ($70 billion revenue - NYSE: MET) • Ryerson Steel ($2.9 billion revenue - NYSE: RYI) • Seacor ($800 million revenue - NYSE: CKH) • TenCate (Holland) – Global leader in production and marketing of synthetic turf components • Gerdau S.A. (Brazil) – Largest producer of long steel in the Latin America Foreign • Sandvik Group (Sweden - STO: SAND) – Multinational engineering company Corporations • Laird plc (UK - LSE: LRD) – Leading British-based electronics and technology business • Eye Corp Media (Australia) – Out-of-Home media company • HomeServe plc (UK - LSE: HSV) – Leading provider of home repairs and improvements Confidential 7 Recently Closed Deals Closed Engagements (2018-2020) Engagement Type Target Description AlChem and CalChem Sell-side advisory Manufacturer of specialty water treatment chemicals Funderburk Electrical Services Sell-side advisory Commercial and industrial electrical contractor National Power Corporation Sell-side advisory Distributor/installer of backup generator systems Cannon Roofing Sell-side advisory Commercial roofing contractor ColorBurst Landscapes Sell-side advisory Commercial landscaping services provider Greenscapes Sell-side advisory Lawn/garden product manufacturer Geo-Surfaces Sell-side advisory Artificial turf installer Challenger Sell-side advisory Manufacturer of synthetic turf Discount Divas Sell-side advisory Online retailer of curated women’s apparel Hasko Sell-side advisory Production machinery manufacturer Dixie Labels & Systems Sell-side advisory Manufacturer of prime product labels Crew One Sell-side advisory Entertainment event staffing services ServLine Sell-side advisory Broker of specialty waterline insurance coverages Brock, LLC (formed by former Astec CEO) Buy-side advisory Manufacturer of asphalt plant parts Edwin Bohr / Electronics Sell-side advisory Electronics for railroad industry Confidential 8 M&A Market Update Section II 9 Middle Market Activity Middle Market M&A Key Observations Transactions between $10M and $250M with EV/EBITDA multiples less than 15.0x; excludes technology, media, and telecom transactions M&A activity in Q4 2020 was like the last 10 minutes of a “Rocky” film. After two Covid- 1 shocked quarters in the middle of the year, a flurry of productive activity ensued. Average valuations dipped somewhat in Q2 and Q3 but rebounded to near pre-Covid levels 2 by Q4 2020 (and continue to remain near pre-Covid levels in 2021). Above average deals (those exhibiting margins, growth, or other characteristics superior to 3 those of competitors) tend to command pre-Covid multiples. Sophisticated buyers and sellers/advisors are accustomed to considering Covid-related 4 EBITDA adjustments in their valuations. The M&A process remains largely unchanged in 2021 vs. pre-Covid, however some aspects 5 of the process have shifted from in-person to virtual. Source: GF Data Confidential 10 Private Equity “Dry Powder” Private Equity Dry Powder Cash on Corporate Balance Sheets* $ in billions $ in billions • “Dry powder” (the amount of readily deployable private equity capital) and cash on corporate balance sheets is at an all-time high • A significant amount of “dry powder” funds raised in recent years needs to be deployed as soon as possible to maximize investor returns Source: Pitchbook *Includes cash on balance sheets for companies in the S&P 500 Confidential 11 Demographics and Statistics • Baby Boomers are approaching retirement at a rapid rate • Boomers own 63% to 66% of the private business in the U.S. • Between 80% to 90% of their wealth is tied up in their businesses • Represents 4.5 million businesses and $10.0 trillion in wealth • 76% of owners plan to transition over the next 10 years • 49% have no transition plan • More than 70% of businesses that are put on the market do not sell • Only 30% of family-owned businesses transition to the second generation, and only 12% survive to the third Source: Exit Planning Institute Confidential 12 Valuation Considerations Section III 13 Use of Valuations Liquidity Understand Solvency Value Opinion Succession Fairness Planning Opinion Diversification of Litigation / Shareholder Wealth Divorce Ownership Restructuring the Transition Balance Sheet Raise Capital ESOP for Growth Compliance Issuance of Equity or Options Confidential 14 Valuation Methods Income Approach Market Approach • Capitalization of income • Multiples: transaction comparables − Multiple of EBITDA − May overstate value given size premium • Discounted cash flow (DCF) • Multiples: publicly traded comparables − Based on future cash flows discounted at − May overstate value given size and the cost of capital (required rate of return) liquidity premiums Hybrid Approach Asset Approach • Leveraged buyout (LBO) • Estimated value of asset in a liquidation − Methodology used by private equity firms scenario − Backs into purchase price required to − Current assets achieve a target IRR − Market value of fixed assets − Less current liabilities − Less debt and debt-like instruments Used in M&A Confidential 15 Art versus Science Section IV 16 Seller Perceived Valuation Formula EBITDA Multiple Price “My buddy at the country club told me he sold his business for 8x” Confidential 17 The “Real” Valuation Formula Other Factors EBITDA • Competition • Buyer universe • Buyer rationale Around the Edges Adjustments • Working capital adjustment • Rent/lease payments • Employment agreements Maximum Value Multiple • Stock options • Retained assets for Stakeholders • Escrow/indemnification Covid • Tax considerations Adjustments • Rollover equity Pro Forma Company Value Drivers Adjustments • Margins relative to industry • Growth: historical/projected • Management team • Customer diversification “EBITDAC” • Customer “stickiness” • Barriers to entry Synergies • Specialty applications • Custom work/products • Unique customers & location Confidential 18 EBITDA and Typical Adjustments EBITDA is Earnings Before Interest, Taxes, Depreciation, and Amortization • EBITDA is a proxy for cash flow • Typical adjustments to EBITDA include: − One-time, non-recurring expenses (e.g. settlement for unexpected lawsuit) − Personal expenses (e.g. the business pays for the Seller’s personal boating expenses) − Covid adjustments to normalize the financials (e.g. lost sales due to customer shutdowns) − Pro forma adjustments to normalize the financials (e.g. contractual price increases) − Synergies (e.g. shared back office resources) • CapEx considerations − EBITDA less CapEx
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