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    Shoot the Moon with Revenue Rocket

    The Shoot the Moon podcast is for IT business owners and executives. The Revenue Rocket leadership team brings their 20+ years of experience with M&A and growth strategies to IT Services company leaders worldwide.
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    Episodes (171)

    What’s the difference between 3X and 9X in a deal?

    What’s the difference between 3X and 9X in a deal?

    This is a must listen for buyers and sellers!
    What’s the difference between 3X and 9X in a deal?

    1. Size
    2. Gross and EBITDA Profit margins
    3. Growth rates and forecast
    4. Technology specialization & Vertical specialization
    5. Type of revenue: contracted, recurring
    6. Client types and concentration
    7. Deal terms: equity, selling-in
    8. Strategic buyer: the right buyer can help drive the right multiple.
    9. Competition in a deal
    10. Market/Economic conditions

    RELATED EPISODES:

    • Episode 169: What are the Differences Between a Valuation and a Deal? Listen now >>
    • Episode 166: Understanding Revenue Models and how they Impact EBITDA? Listen now >>
    • Episode 163: Strategies to Manage High Seller Expectations. Listen now >>

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    How to Become a Platform Investment

    How to Become a Platform Investment

    De-risk your biggest investment (your company) by becoming a platform company. Essentially a platform company (like an App integrator or Managed Service Provider or Digital Transformation Firm) is a top quartile, well-run company that takes capital from a private equity firm or other investor. When a private equity firm is investing, a platform company might be the first to receive investment which in turn will help them accelerate their organic growth and take advantage of acquisitions for further growth.

    Some questions we're diving into in this podcast episode: 

    • What is a platform company
    • What does an equity partner look for in a seller?
    • What are some things a seller should have to be a good platform candidate?
    • What are the next steps for growth after becoming a platform company?
    • Why does the platform company need to have excellent leadership?
    • What is a thesis?

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    What Are the Differences Between a Valuation and a Deal?

    What Are the Differences Between a Valuation and a Deal?

    In the context of mergers and acquisitions (M&A), the terms "valuation" and "deal getting done" refer to distinct stages and aspects of the transaction process. Here’s a breakdown of the differences:

    ### Valuation

    1. **Definition**: Valuation is the process of determining the present value of the target company. It involves assessing the company's financial performance, growth potential, market position, and any synergies that the merger or acquisition would bring. Various methodologies can be used, including discounted cash flow (DCF) analysis, comparable company analysis (CCA), and precedent transactions analysis.

    2. **Purpose**: The purpose of valuation is to arrive at an approximate value for the company that is being considered for acquisition or merger. This helps the acquirer to make an informed bid or offer price.

    3. **Process**: Valuation involves a thorough analysis of financial statements, market conditions, industry trends, and other factors that could affect the value of the company. Financial models are often built to simulate different scenarios and their impact on the company’s value.

    4. **Outcome**: The outcome of the valuation process is a range of values that represent the estimated worth of the company. This range is used as a basis for negotiation in the deal.

     

    ### Deal Getting Done

    1. **Definition**: The "deal getting done" refers to the completion of the M&A transaction, which encompasses negotiations, due diligence, finalizing the terms of the deal, obtaining necessary approvals, and closing the transaction.

    2. **Purpose**: This stage is focused on finalizing the agreement between the buyer and seller, addressing any legal or regulatory issues, and ensuring that all terms of the deal are satisfactory to both parties.

    3. **Process**: After initial agreement on the valuation and terms, the process involves detailed due diligence (legal, financial, operational), negotiation of final terms, drafting and signing of agreements, obtaining regulatory approvals if necessary, and eventually closing the deal with the transfer of payment and ownership.

    4. **Outcome**: The outcome is the successful acquisition or merger of the target company by the acquirer, resulting in the transfer of ownership, integration of operations, and realization of synergies that were identified during the valuation process.

    In summary, valuation is about estimating the worth of a company, serving as a critical step in determining how much should be paid in an M&A transaction. "Deal getting done," on the other hand, encompasses the entire process of negotiating, finalizing, and executing the transaction based on the valuation and other considerations.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Adjustments to EBITDA and Valuation based on Owner Comp

    Adjustments to EBITDA and Valuation based on Owner Comp

    Scenarios discussed in this episode:

    • Taking yourself out of the business
    • Staying in the business at above-market comp
    • Addressing spouses or children in the business
    • What to expect post-close: consulting agreement, employment agreement
    • Adjusting to life after a change in income and receiving cash at close

     

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Should I Sell Now or Wait

    Should I Sell Now or Wait

    2023 was a challenging year for many tech-enabled services businesses as many end customers deferred projects or reduced technology-related spending.

    This stressed revenue growth and gross margins, reducing EBITDA for many tech-service firms.

    It’s tough to run a business through these times, it's easy for founders to become exhausted dealing with less while trying to run the firm as best as possible. If you founded a business in the early 2000s, you’ve been at it a long time and it may be time to cash out or at least remove some chips from the table.

    With reduced profit and growth, many founders may defer selling their business as lower profits could lead to lower enterprise values. 

    We’d like to put a framework in place that helps business owners determine if this is the right time to buy.

    Cash at close vs. Structure

    • there are deal terms that will produce higher enterprise values if payments are deferred. 
    • Earnouts can be based on hitting higher revenue targets
    • Seller notes can help increase the overall enterprise value while creating an investment vehicle with market-driven interest rates
    • Equity can be issued from the buyer, allowing for greater 

    Selling in vs selling out

    • Selling-in during a downturn can give options for future payments in the form of deal structure
    • Selling-in will typically have employment agreements that are at or similar to current salaries or market rates

    Current market conditions

    • Was 2023 just a bad year or something bigger? If growth slows or went backward and profit is down, but the market looks better, it might be a matter of riding it out until growth and profits return.
    • Valuation trends: we’re not seeing a massive downturn in enterprise values based on the market, as buyers are looking for free-cash-flow which IT services businesses do a great job of producing. 

    Business performance now:

    • It’s ideal to look at what’s working now and improve upon trouble areas.  Buyers are always looking for strong sales, marketing, and delivery teams and that could create an opportunity.

    Understanding your current investments and commitments

    • A business is oftentimes your biggest financial investment. 
    • There will be tax implications on any deal. Work with your tax professional to set up corporate structures and financial plans to help with taxes
    • Understand your number: you’ll need to have an idea of how much money you need moving forward, especially in a case where you are selling out. 
    • Understand macro trends and investment options. Will the market have enough financial products available to provide consistent returns to the cash generated from the sale of the business? 

     

    Understand the risks of running the business

    • Dividends are not guaranteed, and 100% of the risk is in your hands if you continue to run the business. 

    Work with an advisor

    • Get a valuation to understand what your firm is worth today
    • Work with your advisor to develop a list of strategic buyers who will be willing to see past short-term downturns.
    • Tune up profit and growth: an external advisor can provide perspective on improving sales while increasing profit. Revenue Rocket can help evaluate your business and provide a roadmap and coaching to improve

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Understanding Revenue Models and How They Impact Valuations

    Understanding Revenue Models and How They Impact Valuations

    Matt & Ryan take over this Shoot the Moon podcast episode! We're talking about revenue models in IT Services companies and how each model impacts valuations in an M&A transaction. Oftentimes recurring revenue leads to a higher EBITDA which leads to a higher valuation. The more recurring revenue you have, the more you can bump up that EBITDA range, but there are different types of revenue to consider. 

    Recurring Revenue: Yearly or monthly contracts that often auto renew with a price increase in place. A leading revenue source when it comes to valuations - having sticky customers!

    Re-Occuring Revenue: This is revenue that is generated from customers who make repeat purchases from your business.

    Project Based Revenue: High value revenue in the digital transformation space where you are doing a significant project and key to the business progress that is expected to come from the completion of a project.

    Hourly Based Revenue: Staffing revenue where simply you are selling time & the services that go along with that time.

    Time & Materials Revenue: 

    Revenue Rocket helps tech-enabled sellers get ready to sell, and sell. Contact us to learn more about how we can help or check out our valuation calculator to get an estimate of what your firm could be worth in 10 minutes.

    Even if you have a recurring contract, that contract may not be as valuable as you think - what matters is the demonstration of long term, repeat revenue from customers that trust you that you can show to a buyer.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    What is Deal Facilitation?

    What is Deal Facilitation?

    If you get a deal on the table, when do you accept it? M&A advisors usually work from origination to close, however an advisor can be utilized for specific functions in the process like origination only on helping getting a deal across the finish line. There are many different ways in which an M&A advisor can assist you, like deal facilitation.

    • What is deal facilitation?
    • What’s the role in crafting an LOI?
    • What’s the role in Due Diligence Support?
    • What’s the role in negotiation?
    • Why is it important to have an advisor throughout compared to running it alone?
    • How do fee structures differ for a deal facilitation?

    Contact us today to learn how we can help you facilitate a deal or get ready for an M&A transaction.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Elements of a Great Introduction Call

    Elements of a Great Introduction Call

    What are the right elements for an introduction call

    What should you talk about, and what shouldn't you talk about

    What do sellers want to hear from buyers?

    • Culture – the more specific you can be the better
    • Strategic fit
    • Capability of doing a deal
    • Strategy after a transaction
    • Highlighting why the seller was targeted

    What has to be shared as a seller

    • What you do; service offerings
    • How you sell and keep customers – highlighting recurring and repeat revenue streams
    • Target market/customers
    • Key partnerships
    • Org structure and major team members
    • Defining culture
    • High level finanicials including revenue, gross margin, and profit
    • Constraints in running the business
    • Your intention as a seller

    Listen until the end for a surprise appearance & history of Taylor Swift*

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Strategies to Manage High Seller Expectations

    Strategies to Manage High Seller Expectations

    How do you bridge the gap between someone who wants $7M but you're company is worth $6? Do you take the gamble and put structure in it that sounds like a win win or do you cancel the deal? Tune in to find out!

    • Win Win situations
    • How big of an apetite does a buyer have? Do you take the RISK?
    • What kind of structures do you use if you take the deal?
    • Buyer and seller sharing in the risk
    • What happens when you don't take the deal?
    • Why you should use an  M&A advisor in a situation like this

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Aligning Leadership in M&A for a Better Deal Outcome

    Aligning Leadership in M&A for a Better Deal Outcome

    What we cover in this episode of Shoot the Moon with Revenue Rocket:

    • Start early alignment in the process
    • Be aligned with your partners on selling in vs selling out
    • Valuation becomes critical and ongoing Valuations are important
    • Work through disagreements with your partners

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Importance of Determining ROI on an M&A Investment

    Importance of Determining ROI on an M&A Investment

    How do you determine ROI for an M&A transaction? Let's say you're acquiring a firm for $20M.. what kind of return on investment should you make long term from this acquisition? Learn all about ROI on M&A in this episode of Shoot the Moon.

    1. Introduction
    2. What is ROI?
    3. Factors affecting ROI in M&A investment
    4. Methods of calculating ROI
    5. Limitations of ROI
    6. Summary of the factors affecting ROI in M&A investment

    Related Episodes: 

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Between the LOI and Deal Close, What Should you Expect?

    Between the LOI and Deal Close, What Should you Expect?

    You’ve done a lot of hard work of finding a suitor and there’s an LOI you’ve agreed to. We want to walk through some of the major steps as you work towards a deal close. The linear flow! First comes the LOI, then a big due diligence list which could come with a quality of earnings, then there may be a chance for renegotiation of the deal, through this process you will get different data requests (some outside of the formal due diligence list), be prepared to look at employments agreements, forecasts,  and ultimately you are working towards a finalized deal and putting things together with post integration planning. Really work hard towards that close date and be sure to have the right team and advisors by your side!

    Episode Talking points:

    • What does it look like after the non-binding LOI is assigned?
    • What is the timeline between LOI and close?
    • What approach to take during due diligence and how to not get overwhelmed
    • Using an M&A Advisor for deal negotiation
    • Creative solutions during this difficult phase
    • Understanding the forecast for the future
    • Integration & Growth planning
    • When do the teams meet?
    • Preparing for schedules with the definitive agreements
    • Post Integration planning

     

    Getting the Due Diligence List

    • Financial: P&Ls, tax returns, AR aging, AP aging, revenue by contract, EBITDA support
    • Company operations: Corporate records, employee documents, employee census, updated org charts, benefits information
    • Contracts & commitments: bank loans, lines of credit, financing arrangements, customer contracts, insurance info
    • Audit results: any info on past audeits
    • Marketing and sales: samples or marketing material, sales experience,
    • Technology audit

     

    Related Episodes

    • Episode 79: Buyer's Perspective: Due Diligence. Listen now >>
    • Episode 80: Seller's Perspective: Due Diligence. Listen now >>
    • Episode 104: Honoring the LOI: When to Consider a Re-Trade. Listen now >>
    • Episode 105: Pre LOI and Post LOI Information Requests. Listen now >>

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Selling your Business in Uncertain Times

    Selling your Business in Uncertain Times

    When its tougher headwinds, it is tougher to demonstrate accelerated growth. The real value in your business is the historical growth, but uncertainty can be tough. Here's what we cover:

    • Recent flat or down growth does not define your value
    • Why IT Services is a great industry for M&A even with uncertainties - Valuations are still very high!
    • Lots of options for selling in & selling out
    • Valuations consider past & future performance - not just what you've been feeling the last few months!
    • Partner with an advisor that can help you get somewhere you can't get alone
    • Your time has come! Grandkids, retirement, bored... etc

    Selling your business in uncertain market conditions can be a challenging and stressful process. Here is an outline of some tips and strategies to help you:

    • Prepare your business for sale: Before you start looking for potential buyers, you need to make sure your business is ready for sale. This includes having a clear and realistic valuation, having updated and accurate financial records, having a solid business plan, and having a strong team and customer base.
    • Find the right buyer: You need to find a buyer who is interested in your business and has the financial and operational capabilities to close the deal. You can use various channels to market your business, such as brokers, online platforms, or your own network. You also need to do your due diligence on the buyer and verify their credibility and intentions.
    • Negotiate the best deal: You need to negotiate the terms and conditions of the sale with the buyer, such as the price, payment method, timing, warranties, and contingencies. You need to be flexible and realistic, but also protect your interests and goals. You also need to have a clear exit strategy and plan for the transition period.
    • Manage the risks and uncertainties: You need to be aware of the risks and uncertainties that may arise during the sale process, such as changes in market conditions, regulatory issues, legal disputes, or buyer’s remorse. You need to have contingency plans and backup options in case things go wrong. You also need to communicate effectively with all parties involved and keep them informed of any changes or issues.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Understanding Caps and Baskets in M&A Transactions

    Understanding Caps and Baskets in M&A Transactions

    Below is what we discuss in this episode all about Caps & Baskets in an M&A Process:

    Introduction

    • Definition of indemnification provisions
    • Importance of indemnification provisions in M&A deals

    Caps and baskets

    • Definition of caps and baskets
    • Differences between caps and baskets
    • Why caps and baskets are needed

    Caps

    • Upper dollar limit of the seller’s indemnification obligations to the buyer
    • Negotiation of indemnification cap – differences between buyers and sellers here
    • Different caps for different types of losses
    • General indemnification cap vs. fundamental representations and warranties

    Baskets

    • Threshold amount of losses that the buyer must incur before seller’s indemnification obligations are triggered
    • Negotiation of basket size and structure – difference between buyers and sellers

    When to talk about these items:

    • Might see an introduction in LOI
    • Near the end of a purchase agreement

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    A Short LOI vs a Long LOI

    A Short LOI vs a Long LOI

    We're answering the following questions in this episode of Shoot the Moon:

    • What is a letter of intent?
    • What is an indication of interest?
    • What’s critical in a letter of intent?
    • Why would you issue a letter of intent versus as indication of interest?
    • The leading line of a letter of intent is it’s non-binding in nature. What portions of an LOI survive if the deal does not close?
    • What are the benefits of a longer LOI?
    • What risks come with that longer LOI?
    • What risks come with a shorter LOI?

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    What Will be Your Take Home Portion of the Deal?

    What Will be Your Take Home Portion of the Deal?

    What will be the take home portion of an M&A deal:

    • Taxes
    • Working capital; harvest cash but need to keep cash in the business. Appropriate vs historical
    • Extinguishing debt
    • Legal fees
    • Accounting fees
    • M&A advisory fees
    • Deal structure: seller note
    • Deal structure: earn-out
    • Deal structure: equity

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    All Roads Lead to M&A

    All Roads Lead to M&A

    Even if you're doing strategy, at some point M&A is going to be something that is of major consideration. Mergers and acquisitions play a critical role in accelerating growth, and even if you started the company a long time ago, the end will eventually be in mind for an owner.

    Episode Summary:

    • It’s common for founders to think a successful exit is on the future.
    • Leave up to 50% of growth on the table if you don’t consider buying firms
    • Growth and expansion often gets to a sticking point without buying another firm
    • Speed matters in technology, and M&A can get you over major hurdles
    • Buying firms through M&A can help build scale to make an exit more probable and successful.

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

    Understanding Reps & Warranties for Buyers and Sellers

    Understanding Reps & Warranties for Buyers and Sellers

    Episode Summary

    • Expect a reps and warrants provision in a purchase agreement, both buyers and sellers will have reps and warrants. You’re vouching for what you provided is correct.
    • Buyers will ask for some type of surety in reps and warrants; expect a hold back. That could be 10% of the cash in the deal.
    • Reps and warrants are for pre-close activities; you’re attesting what your providing is true and correct. This does not impact post transaction activities
    • There could be options for a hold-back including reps and warrants insurance
    • Breaches are exceptionally rare unless the seller is a bad actor

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

     

    Listen to Shoot the Moon on Apple Podcasts or Spotify.

    Buy, sell, or grow your tech-enabled services firm with Revenue Rocket.