SURVIVING THE “QUALITY OF EARNINGS REPORT” WHEN SELLING A MANNED GUARDING COMPANY
Private Equity’s large commitment to the U.S. manned guarding space has been very good for owners of privately held companies. The prices and terms have been unprecedented. But with these opportunities come challenges in proving the company has the earnings capacity to justify the investment
Twenty years ago . . .
the U.S. manned guarding market was a homogeneous one. The bill and pay rates within a given geographic market were basically the same. The primary service offering was standing security officers. Therefore, the only difference between a large guarding company and a smaller one was the amount of revenue and number of employees. The acquisition process was simple: given that most of the sellers had the same gross profit percentage, the buyers could value their targets based on a multiple of gross monthly revenue, or percent of annual revenue, and meet their expected return on the investment. The buyers back then were mostly divisions of public companies, and the due diligence was performed by the buyers’ employees. The due diligence was primarily a process of examining billing invoices, payroll registers and customer contracts, which usually took about two days at the seller’s office. There were hardly any negative surprises after closing.
Ten years ago . . .
the mega-size companies such as Securitas and G4S started anticipating the eventual shortage of labor and responded by providing higher margin electronic security to supplement, and sometimes replace, the traditional manned guarding offering. Eventually, the medium-size, and some of the smaller, companies followed with their own higher margin offerings. But not all the companies had the same mix of manned guarding to electronic security, which resulted in companies with the same revenue level having dissimilar gross and net profits. Today, it’s estimated that approximately 25% of the total U.S. manned guarding market is coming from companies offering a higher margin offering that not only includes electronic security but also off-duty police, drones, robots, executive protection, cyber security, etc. And the dissimilar gross profit between companies of equal size resulted in a change from valuing the acquisition targets on a multiple of gross monthly, or a percentage of annual, revenue to valuing the companies on a multiple of gross profits (profit at the site level).
Today . . .
there are 10 large private equity groups invested in the U.S. manned guarding space with combined revenues of over $15 billion – representing over half the total market. And these are the companies that are the most favored buyers when it comes to offering the sellers the best prices and terms. However, with better prices and terms come more challenges in getting the transaction closed. These buyers are not accustomed to buying companies on multiples of gross units; rather they are looking at multiples of earnings before interest, taxes, depreciation, and amortization (EBITDA), or more recently, multiples of free cash flow – usually with generous redundant cost add backs. These aggressive private equity groups are not leaving the final decision to buy the company up to the executives that run their manned guarding subsidiary. These executives are usually not experienced in buying companies and, even if they are, they usually don’t have the in-house talent to perform a proper due diligence on the target seller. The private equity group owners need to know that the information provided by the seller is reasonably correct before they come up with the multi-million- dollar outlay to buy the company. They want and need a third- party verification of the information the seller provided during the negotiations leading up to the offer. This third party, which is independent of the Private Equity Group’s manned guarding subsidiary, will produce what’s called a “quality of earnings” report that points out the negative and/or positive aspects of the seller’s accounting system. The third party will also examine underlying documents all of which will help the private equity group buyer understand the return it can expect to make off the acquisition.
The third party will usually be a large accounting firm with a special division experienced in producing “quality of earnings” reports. The third party will be directed by the buyer in what to examine, given the size and importance of the acquisition, so as not to waste time on unimportant aspects. However, without proper planning from the seller, the review can be very time consuming and disruptive to the regular duties of the personnel assigned to provide the information requested. But more important, the lack of planning can cause the process to slow down, thus losing the all- important momentum necessary for a successful consummation of the sale.
A typical request list will initially include 50 – 75 items with additional requests as the review progresses. There may be a short list for the smaller company with an expanded list for the larger ones. But in all cases, as mentioned above, proper planning and being engaged in the process is crucial. Engaging a transaction manager (broker), experienced in managing the sale of manned guarding companies and familiar with the various buy side request lists, will add a lot of value to this process and prevent wasted time and money brought about by false starts.
Tips for Surviving the “Quality of Earning” Report
- Engage an accounting firm to produce a “sell-side quality of earnings” report. This can be produced by a large accounting firm with a “quality of earnings” department or the seller’s outside accounting firm. It should be started well in advance of the sale process so it’s ready for the buyer’s third- party due diligence firm when the time comes for the seller to let the buyer see more detailed information on the company. It will not replace the need for the buyer to engage its own firm, but greatly expedites the process if the sell-side report is otherwise credible and contains the appropriate information. This sell-side report can be expensive, which is the reason many sellers are reluctant to provide it but, if it saves the deal from losing the all- important momentum, it can be well worth the investment.
- If a sale side report is not feasible, start accumulating the information internally, well in advance of the time the buyer will produce its own list. A lot of the information needed will appear on the request list of almost all of the third- party firms. Many of the items are not time sensitive, so can be completed early or at least started and updated as the due diligence progresses. Ideally, the information should be stored in the confidential computer data room of the transaction manager that will ultimately be representing the seller in the transaction. Not only does starting on the list early expedite the transaction, but it allows the personnel assigned to accumulate the information to work at a more organized pace and thus does not disrupt the normal work assignments. It also helps keep the negotiations confidential and eliminates the possibility of the word getting out prematurely that the company is being sold.
- Make sure the personnel accumulating the information are aware of the timeline and check with them on a frequent basis. If the information is not accumulated in advance of the actual due diligence, as mentioned above, then the slow-down arises when the personnel getting the information is not aware of the importance of expediting their work. They will probably have to be informed about the pending sale with a return promise to keep the work confidential. The personnel are often given bonuses for meeting certain deadlines.
Robert (Bob) Perry is the founder and CEO of Robert H. Perry & Associates, Incorporated. Prior to forming RHPA, Bob was a partner in a CPA firm where he advised on corporate tax and general accounting matters. Although RHPA’s primarily focus is on managing the sale of privately held security companies with revenues ranging from $2 million to over $250 million, it has also provided advisory services for large private equity groups in making bids on security companies with revenues exceeding $2 billion. While most of the engagements have been for security companies headquartered in North America, a few have been for companies headquartered in Europe, South America, The Middle East, Africa, and The Caribbean.