Market Pulse Report Second Quarter 2014

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1 Market Pulse Report Second Quarter 2014 Scott Bushkie, CBI, M&AMI, IBBA Marketing Chair Lisa Riley, Ph.D. IBBA Marketing Chair Craig Everett, Ph.D., MBA Assistant Professor of Finance Director, Pepperdine Private Capital Markets Project 1

2 This research was made possible with the support of the International Business Brokers Association (IBBA) and M&A Source. 2

3 ACKNOWLEDGEMENTS We d also like to thank the following people at The Graziadio School of Business and Management for their contributions: Dean Linda Livingstone Associate Dean David M. Smith Mike Sims, Executive Officer, CER John K. Paglia, Associate Professor of Finance Douglass Gore, Director of Public Relations Mark Chun, Director, Center for Applied Research Bill Bleuel, Professor of Decision Sciences Irina Shaykhutdinova, Research Analyst 3

4 Outline I. About the Market Pulse Report II. Current Business Environment... 7 III. Business Transactions Closed in the Last 3 Months.11 IV. Business Transactions Terminated in the Last 3 Months..96 V. Business Expectations VI. About the respondents

5 I. About the Market Pulse Report The International Business Brokers Association (IBBA) and M&A Source, in partnership with Pepperdine Private Capital Markets Project, have set a goal to provide quality information on a quarterly basis in order to become the go-to source for Main Street and Lower Middle Market transactions. The Market Pulse Report gives you timely and accurate data to help you build and maintain a successful and sustainable business. 5

6 About the Survey 25 questions Invited participants were members of the International Business Brokers Association (IBBA), IBBA Affiliates/Chapters, and/or M&A Source 202 completed responses Responses collected from July 1 to July 15,

7 IV. Current Business Environment 7

8 Currently Active Business Transactions / Engagements by Deal Size Deals valued under $499,999 Deals valued from $500,000 to $999,999 Deals valued from $1 million to $1.99 million Deals valued from $2 million to $4.99 million Deals valued from $5 million to $50 million % 53% 17% 12% 11% 7% 8

9 Business Transactions That Are Currently in Escrow/Accepted LOI/Due Diligence by Deal Size Deals valued under $499,999 Deals valued from $500,000 to $999,999 Deals valued from $1 million to $1.99 million Deals valued from $2 million to $4.99 million Deals valued from $5 million to $50 million % 11% 15% 17% 7% 9

10 Percentage of Baby Boomers as New Clients % Of your new listing clients in 2014, what percentage are Baby Boomers? 39% Of your new 'buyer' clients in 2014, what percentage are Baby Boomers? 10

11 II. Business Transactions Closed in the Last 3 Months 11

12 Number of Business Transactions Closed by Respondents in the Last 3 Months >10 Number of Respondents Number of responses =

13 Change in the Number of New Clients by Deal Size in The Last 3 Months Deal size Greatly decreased Decreased Stayed the same Increased Greatly increased Score (1 to 5) Deals valued under $499,999 2% 11% 35% 46% 5% 3.3 Deals valued from $500,000 to $999,999 Deals valued from $1 million to $1.99 million Deals valued from $2 million to $4.99 million 4% 15% 41% 37% 4% 3.5 3% 9% 47% 41% 1% 3.6 5% 44% 2% 3.5 Deals over $5 million 5% 12% 36% 7%

14 In the Past 3 Months, Best Client Arrived by: Referral 5% 5% 5% 3% 7% Networking Company branding 6% 6 Cold calling Target mailer Publication/media source General mailer Other Number of responses =

15 Types of Referrals 12% Past client 13% 41% Attorney 18% Financial advisor Accountant 15

16 Was it Buyer s or Seller s Market in the Last 3 Months? Deals valued under $499,999 Deals valued from $500,000 to $999,999 Deals valued from $1 million to $1.99 million Deals valued from $2 million to $4.99 million Deals valued from $5 million to $50 million Buyer's market 69% 53% 53% 49% 31% Seller's market 31% 47% 48% 51% 69% Number of responses

17 Reasons For The Robust Activity In Today s Market More buyers Better performing businesses Stronger confidence/less uncertainty More sellers Low interest rates/cheap money More aggressive financing Excessive cash on corporate balance sheets % 19% 18% 17% 9% 3% 3% Other 17

18 Number of Clients Who Tried to Sell Their Business On Their Own Prior to Contacting Respondents % 44% 32% 12% 5% 2% 3% 1% 1% 1% 18

19 Number of Clients Who Tried to Sell Their Business Via Another Broker Prior to Contacting Respondents % 51% 29% 11% 5% 1% 2% 1% 19

20 Number of Clients Who Approached by a Buyer Prior Contacting Respondents % 47% 26% 21% 3% 1% 2% 20

21 Number of Clients Who Approached by Another Broker Prior to Contacting Respondents % 35% 24% 9% 4% 4% 2% 1% 1% 21

22 Business Transactions Closed in the Last 3 Months by Deal Size Deals valued under $499,999 Deals valued from $500,000 to $999,999 Deals valued from $1 million to $1.99 million Deals valued from $2 million to $4.99 million Deals valued from $5 million to $50 million % 57% 17% 16% 6% 4% 22

23 Business Transactions of All Sizes, Comparison 23

24 Median Time to Close a Deal (Months) < 500K 500K - 1M 1M - 2M 2M - 5M 5M - 50M 24

25 Median SDE Multiple Paid < 500K 500K - 1M 1M - 2M 25

26 Median EBITDA Multiple Paid < 500K 500K - 1M 1M - 2M 2M - 5M 5M - 50M 26

27 Multiple Type < 500K 500K - 1M 1M - 2M 2M - 5M 5M - 50M SDE including working capital 15% 16% 26% SDE not including working capital 65% 46% 47% 9% EBITDA including working capital 3% 11% 36% EBITDA not including working capital 16% 24% 5% 36% TTM EBITDA including working capital 11% 18% TTM EBITDA not including working capital 3% 11% 27

28 Buyer Type < 500K 500K - 1M 1M - 2M 2M - 5M 5M - 50M 1st time individual 55% 49% 32% 64% individual who owned a business 32% 31% 21% 27% 25% existing company/strategic buyer 11% 17% 42% 9% 25% PE firm - Platform 5% PE firm - Add-on Other 2% 3% 28

29 #1 Reason for Seller to Go to Market < 500K 500K - 1M 1M - 2M 2M - 5M 5M - 50M Acquisition 1% 3% 5% 9% Burnt out 18% 11% 11% Family issues 15% 6% 18% Health 12% 9% 5% New opportunity 18% 29% 16% 9% Potential taxes increases Relocation/moving 11% 11% 5% 9% Retirement 18% 29% 53% 36% 25% Unsolicited offer 9% 25% Other 6% 3% 5% 9% 29

30 #1 Motivation for Buyer < 500K 500K - 1M 1M - 2M 2M - 5M 5M - 50M Buying a job 56% 34% 5% 18% Better ROI than other investment 29% 11% 36% Vertical add-on 8% 17% 16% 18% Horizontal add-on 13% 11% 42% 18% 25% Other 13% 9% 26% 9% 75% 30

31 Financing Structure < 500K 500K - 1M 1M - 2M 2M - 5M 5M - 50M Buyers equity 73% 54% 64% 62% 25% Senior debt 21% 27% 23% 43% Seller financing 13% 18% 9% Earn out 3% 1% 1% 27% Seller retained equity 1% 2% 3% 5% Mezzanine financing Other 2% 2% 1% 31

32 Source of Buyers Equity < 500K 500K - 1M 1M - 2M 2M - 5M 5M - 50M Cash 77% 69% 77% 64% 401K/IRA Rollover 7% 5% Home Equity Line of Credit (HELOC) 5% 5% Investors - family/friends 9% 5% 14% Investors - other 5% 14% 21% Other 2% 32

33 II-I Business Transactions Valued under $499,999 33

34 Time to Close 45% 35% 25% 15% 5% < 1 month 1 month 2 months 3 months 4 months 5 months 6 months Deals under 500K 11% 7% 26% 13% 4% 6% 11% 7% 3% 2% 2% 2% 2% 3% 1% 2% 7 months 8 months 9 months 10 months Number of closed transactions = months 12 months years years > 2 years 34

35 Industry 45% 35% 25% 15% 5% Services - personal Restaurants Consumer goods & Retail Business services Health care & biotech Construction & engineering Wholesale & distribution Services - financial Number of closed transactions = 123 Manufact. Information technology Basic materials & energy Deals under 500K 23% 22% 13% 9% 5% 5% 4% 3% 3% 1% 1% 11% Other 35

36 SDE Multiple Paid 45% 35% 25% 15% 5% Deals under 500K 6% 4% 1% 5% 4% 12% 13% 15% 7% 7% 5% 2% 6% 1% 1% Number of closed transactions = 99 36

37 EBITDA Multiple Paid 45% 35% 25% 15% 5% Deals under 500K 8% 4% 8% 4% 8% 4% 8% 4% 25% 4% 8% 4% 8% Number of closed transactions = 24 37

38 Multiple Type SDE including working capital SDE not including working capital EBITDA including working capital Number of closed transactions = 123 EBITDA not including working capital Deals under 500K 15.4% % 16.3% 38

39 Buyer Type: Deals <$500, % 1st time individual 11.3% individual who owned a business 32.2% 54.8% existing company/strategic buyer Other Number of closed transactions =

40 #1 Reason for Seller to Go to Market 45% 35% 25% 15% 5% Retirement Burnt out New/better Family issues Health Relocation/mo Recapitalizatio Other opportunity ving n Deals under 500K 18% 18% 18% 15% 12% 11% 1% 6% Number of closed transactions =

41 Buyer Location (Distance) 45% 35% 25% 15% 5% within 20 miles within 50 miles within 100 miles more than 100 miles Deals under 500K 22% 3% 24% Number of closed transactions =

42 Buyer Location (Global) 45% 35% 25% 15% 5% within city within state within country international buyer Deals under 500K 43% 28% 19% Number of closed transactions =

43 #1 Motivation for Buyer 45% 35% 25% 15% 5% Buying a job Horizontal add-on Better ROI than other Vertical add-on Other investment Deals under 500K 56% 13% 8% 13% Number of closed transactions =

44 Financing Structure Buyers equity Seller financing Senior debt Seller retained equity Other Deals under 500K 73% 13% 1% 2% Number of closed transactions =

45 Source of Buyers Equity (Multiple Choices) Cash 401K/IRA Rollover Home Equity Line of Investors - Other Credit (HELOC) family/friends Deals under 500K % 5.3% 8.8% 1.8% Number of responses =

46 II-II Business Transactions Valued from $500,000 to $999,999 46

47 Time to Close 45% 35% 25% 15% 5% 1 month 2 months 3 months 4 months 5 months 6 months 7 months 8 months 9 months 11 months 12 months years Deals from $500K to $1M 5% 16% 14% 5% 14% 8% 3% 5% 3% 3% 16% 8% Number of closed transactions = 37 47

48 Industry 45% 35% 25% 15% 5% Consumer goods & Retail Business services Services - personal Restaurants Wholesale & distribution Health care & biotech Construction & engineering Number of closed transactions = 37 Services - financial Information technology Deals under 500K 19% 16% 8% 8% 8% 5% 5% 5% 3% 22% Other 48

49 SDE Multiple Paid 45% 35% 25% 15% 5% Deals from $500K to $1M 4% 4% 17% 13% 13% 35% 4% 4% 4% Number of closed transactions = 23 49

50 EBITDA Multiple Paid 45% 35% 25% 15% 5% >10 Deals from $500K to $1M 7% 7% 7% 7% 7% 14% 14% 14% 7% 7% 7% Number of closed transactions = 14 50

51 Multiple Type SDE including working capital SDE not including working capital EBITDA including working capital Number of closed transactions = 37 EBITDA not including working capital TTM EBITDA not including working capital Deals from $500K to $1M 16.2% 45.9% 10.8% 24.3% 2.7% 51

52 Buyer Type: Deals $500,000 - $999, % 1st time individual 17.1% 48.6% individual who owned a business 31.4% existing company/strategic buyer Other Number of closed transactions = 35 52

53 #1 Reason for Seller to Go to Market 45% 35% 25% 15% 5% Retirement New/better opportunity Burnt out Relocation/m oving Number of closed transactions = 35 Health Family issues Recapitalizati on Deals from $500K to $1M 29% 29% 11% 11% 9% 6% 3% 3% Other 53

54 Buyer Location (Distance) 45% 35% 25% 15% 5% within 20 miles within 50 miles within 100 miles more than 100 miles Deals from $500K to $1M 43% 31% 6% Number of closed transactions = 35 54

55 Buyer Location (Global) 45% 35% 25% 15% 5% within city within state within country international buyer Deals from $500K to $1M 34% 46% 17% 3% Number of closed transactions = 35 55

56 #1 Motivation for Buyer 45% 35% 25% 15% 5% Buying a job Horizontal add-on Better ROI than other Vertical add-on Other investment Deals from $500K to $1M 34% 11% 29% 17% 9% Number of closed transactions = 35 56

57 Financing Structure Buyers equity Senior debt Seller financing Earn out Seller retained Other equity Deals from $500K to $1M 54% 21% 18% 3% 2% 2% Number of closed transactions = 34 57

58 Source of Buyers Equity Cash 401K/IRA Rollover Investors - Home Equity Line of Investors - other family/friends Credit (HELOC) Deals from $500K to $1M 69.2% 10.3% 10.3% 5.1% 5.1% Number of responses = 39 58

59 II-III Business Transactions Valued from $1 Million to $1.99 Million 59

60 Time to Close 45% 35% 25% 15% 5% 1 month 2 months 6 months 8 months 9 months 12 months years years Deals from $1M to $2M 21% 16% 16% 11% 11% 11% 11% 5% Number of closed transactions = 19 60

61 Industry 45% 35% 25% 15% 5% Business services Health care & biotech Consumer goods & Retail Number of closed transactions = 19 Services - personal Wholesale & distribution Other Deals from $1M to $2M 21% 16% 11% 11% 11% 32% 61

62 SDE Multiple Paid 45% 35% 25% 15% 5% Deals from $1M to $2M 21% 7% 7% 14% 29% 14% 7% Number of closed transactions = 14 62

63 EBITDA Multiple Paid 45% 35% 25% 15% 5% Deals from $1M to $2M Number of closed transactions = 5 63

64 Multiple Type SDE including working capital SDE not including working capital EBITDA not including working capital Number of closed transactions = 19 TTM EBITDA including working capital TTM EBITDA not including working capital Deals from $1M to $2M 26.3% 47.4% 5.3% 11% 10.5% 64

65 Buyer Type: Deals $1 Million - $1.99 Million 1st time individual 42.1% 5.3% 31.6% individual who owned a business 21.1% existing company/strategic buyer PE firm - Platform Number of closed transactions = 19 65

66 #1 Reason for Seller to Go to Market 45% 35% 25% 15% 5% Retirement New/better opportunity Burnt out Relocation/movi ng Number of closed transactions = 19 Health Recapitalization Other Deals from $1M to $2M 53% 16% 11% 5% 5% 5% 5% 66

67 Buyer Location (Distance) 45% 35% 25% 15% 5% within 20 miles within 50 miles within 100 miles more than 100 miles Deals from $1M to $2M 63% 5% 5% 26% Number of closed transactions = 19 67

68 Buyer Location (Global) 45% 35% 25% 15% 5% within city within state within country international buyer Deals from $1M to $2M 42% 26% 16% 16% Number of closed transactions = 19 68

69 #1 Motivation for Buyer 45% 35% 25% 15% 5% Horizontal add-on Better ROI than other Vertical add-on Buying a job Other investment Deals from $1M to $2M 42% 11% 16% 5% 26% Number of closed transactions = 19 69

70 Financing Structure Buyers equity Senior debt Seller financing Earn out Deals from $1M to $2M 64% 27% 9% 1% Number of closed transactions = 19 70

71 Source of Buyers Equity Cash Investors - other 401K/IRA Rollover Investors - family/friends Deals from $1M to $2M 77.3% 13.6% 4.5% 4.5% Number of responses = 22 71

72 II-IV Business Transactions Valued from $2 Million to $4.99 Million 72

73 Time to Close 45% 35% 25% 15% 5% 2 months 3 months 4 months 5 months 6 months 7 months 8 months 10 months years Deals from $2M to $5M 9% 18% 9% 9% 9% 9% 18% 9% 9% Number of closed transactions = 11 73

74 Industry 45% 35% 25% 15% 5% Wholesale & distribution Manufact. Business services Health care & biotech Consumer goods & Retail Number of closed transactions = 11 Restaurants Deals from $2M to $5M 27% 27% 9% 9% 9% 9% 9% Information technology 74

75 EBITDA Multiple Paid 45% 35% 25% 15% 5% Deals from $2M to $5M Number of closed transactions = 10 75

76 Multiple Type SDE not including working capital EBITDA including working capital EBITDA not including working capital Number of closed transactions = 11 TTM EBITDA including working capital Deals from $2M to $5M 9.1% 36.4% 36.4% 18% 76

77 Buyer Type: Deals $2 Million - $4.99 Million 9.1% individual who owned a business 27.3% 63.6% existing company/strategic buyer PE firm - Platform Number of closed transactions = 11 77

78 #1 Reason for Seller to Go to Market 45% 35% 25% 15% 5% Retirement Family issues New/better Relocation/moving Recapitalization Other opportunity Deals from $2M to $5M 36% 18% 9% 9% 9% 9% Number of closed transactions = 11 78

79 Buyer Location (Distance) 45% 35% 25% 15% 5% within 50 miles within 100 miles more than 100 miles Deals from $2M to $5M 45% 18% 36% Number of closed transactions = 11 79

80 Buyer Location (Global) 45% 35% 25% 15% 5% within state within country international buyer Deals from $2M to $5M 36% 55% 9% Number of closed transactions = 11 80

81 #1 Motivation for Buyer 45% 35% 25% 15% 5% Better ROI than other Horizontal add-on Vertical add-on Buying a job Other investment Deals from $2M to $5M 36% 18% 18% 18% 9% Number of closed transactions = 11 81

82 Financing Structure Buyers equity Senior debt Seller financing Seller retained Earn out Other equity Deals from $2M to $5M 62% 23% 3% 1% 1% Number of closed transactions = 11 82

83 Source of Buyers Equity Cash Investors - other Investors - family/friends Deals from $2M to $5M 64.3% 21.4% 14.3% Number of responses = 14 83

84 II-V Business Transactions Valued Over $5 Million 84

85 Time to Close 45% 35% 25% 15% 5% 2 months 3 months 9 months 12 months Deals from $5M to $50M 25% 25% 25% 25% Number of closed transactions = 4 85

86 Industry 45% 35% 25% 15% 5% Business services Manufact. Consumer goods & Retail Deals from $5M to $50M 25% 25% Number of closed transactions = 4 86

87 EBITDA Multiple Paid 45% 35% 25% 15% 5% Deals from $5M to $50M 25% 25% Number of closed transactions = 4 87

88 Multiple Type EBITDA not including working capital TTM EBITDA including working capital Deals from $5M to $50M 50. Number of closed transactions = 4 88

89 Buyer Type: Deals > $5 Million 25. individual who owned a business existing company/strategic buyer PE firm - Platform Number of closed transactions = 4 89

90 #1 Reason for Seller to Go to Market 45% 35% 25% 15% 5% Family issues Retirement Deals from $5M to $50M 25% Number of closed transactions = 4 90

91 Buyer Location (Distance) 45% 35% 25% 15% 5% within 20 miles more than 100 miles Deals from $5M to $50M Number of closed transactions = 4 91

92 Buyer Location (Global) 45% 35% 25% 15% 5% within city within country Deals from $5M to $50M Number of closed transactions = 4 92

93 #1 Motivation for Buyer 45% 35% 25% 15% 5% Horizontal add-on Other Deals from $5M to $50M 25% 75% Number of closed transactions = 4 93

94 Financing Structure Senior debt Earn out Buyers equity Seller retained equity Deals from $5M to $50M 43% 27% 25% 5% Number of closed transactions = 4 94

95 Source of Buyers Equity Cash Investors - other Deals from $5M to $50M Number of responses = 4 95

96 III. Business Transactions Terminated in the Last 3 Months 96

97 Percentage of Business Transactions by Size Terminated Without Closing in the Last 3 Months Deals valued under $499,999 Deals valued from $500,000 to $999,999 Deals valued from $1 million to $1.99 million Total Number of Responses = 83 Deals valued from $2 million to $4.99 million Deals valued from $5 million to $50 million % 78% 4% 6% 8% 4% 97

98 The Biggest Mistake Sellers Make That Hurt Their Chance of Successfully Completing the Deal Unrealistic expectatio ns Emotional ties to business/c an't let go Declining business sales Waiting too long/burnt out Nonrespo nsive/ time lag Poor financial records Negative attitude/e go Deals valued under $499,999 62% 22% 44% 27% 8% 54% 7% 6% 6% Deals valued from $500,000 to $999, % 32% 27% 11% 32% 9% 8% 5% Deals valued from $1 million to $1.99 million 66% 34% 36% 34% 8% 28% 9% 11% 14% Deals valued from $2 million to $4.99 million 61% 29% 24% 23% 24% 12% 13% 13% Deals valued from $5 million to $50 million 54% 25% 25% 19% 18% 15% 7% 16% 6% Other Nothing 98

99 V. Expectations 99

100 Expectations of Business Listings / Engagements from New Clients in the Next 3 Months Deal size Greatly decrease Decrease Stay the same Increase Greatly increase Score (1 to 5) Deals valued under $499, % 32.3% 58.3% 3.1% 3.6 Deals valued from $500,000 to $999, % 22.5% 71.3% Deals valued from $1 million to $1.99 million 1.3% 2.6% 26.9% 66.7% 2.6% 3.7 Deals valued from $2 million to $4.99 million % % 6.6% 3.6 Deals over $5 million % 31.7% 63.4% 2.4%

101 Expectations for Business Valuation Multiples in the Next 3 Months Deal size Greatly decrease Decrease Stay the same Increase Greatly increase Score (1 to 5) Deals valued under $499, % 75.8% 18.9% Deals valued from $500,000 to $999, % 74.7% 21.5% Deals valued from $1 million to $1.99 million 1.3% 2.6% 69.2% 26.9% Deals valued from $2 million to $4.99 million % 73.4% 21.9% Deals over $5 million % %

102 VI. About the Respondents 102

103 103 Details About the Respondents Geographic Location more than 20 CA# OR# WA# MT# ND# MN# ID# WY# SD# NV# UT# AZ# CO# NM# TX# NE# KS# OK# AR# LA# MS# AL# FL# GA# TN# SC# NC# VA# WV# KY# MO# IL# IA# WI# MI# IN# OH# MD# PA# NJ# NY# ME# NH# VT# MA# RI# CT# HI# AK#

104 Details About the Respondents Typical Size of Business Transactions Deals valued under $499,999 Deals valued from $500,000 to $999,999 Deals valued from $1 million to $1.99 million Deals valued from $2 million to $4.99 million Deals valued from $5 million to $50 million Whole sample 52% 44% 43% 35% 22% Total number of responses = 202 * Number is more than number of respondents as many respondents overlap into 2 or 3 areas 104

105 Details About the Respondents Memberships/ Multiple Memberships 6 IBBA M&A Source Business Brokers of Florida California Association of Business Brokers Florida Business Brokers Association Georgia Association of Business Brokers New England Business Brokers Association Colorado Association of Business Intermediaries Carolina - Virginia Business Brokers Association Texas Association of Business Brokers Arizona Business Brokers Association Mid-Atlantic Business Intermediaries Association, Inc. Michigan Business Brokers Association Midwest Business Brokers Intermediaries Ohio Business Brokers Association Pennsylvania Business Brokers Association Other None 7% 6% 4% 4% 3% 2% 2% 1% 1% 1% 1% 1% 1% 5% 27% 29% 105

106 Details About the Respondents Working Experience Less than 1 year 1 year 7% 17% 7% 5% 4% 5% 3% 2 years 3 years 4 years 19% 7% 3% 5% 1% 6% 9% 5 years 6 years 7 years 8 years 9 years 10 years years years > 20 years 106

107 Details About the Respondents Professional Credentials CBI MBA CBB M&AMI CMEA BCI CPA AM&AA CM&AA ABI CMSBB ASA Other None % 43% 25% 9% 7% 5% 4% 3% 2% 1% 1% 1% 23% 23% 107

108 Details About the Respondents 108

109 THANK YOU! Scott Bushkie, CBI, M&AMI, IBBA Marketing Chair Lisa Riley, Ph.D., IBBA Marketing Chair Craig Everett, Ph.D., MBA Assistant Professor of Finance Director, Pepperdine Private Capital Markets Project 109

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