As profitable companies mature, they must determine how they wish to grow. This C-level decision, made by the CEO in consultation with his CFO, management team, and board, tends to be referred to as “buy versus build.” Companies often resolve to execute both strategies in parallel, and may weigh one higher than the other depending on the availability and expected return on investment of both inorganic (“buy”) and organic (“build”) growth opportunities.
Since the Axial Network centers around companies looking for buying opportunities through M&A, we decided to poll a sample of 50 strategic buyer members in regards to their motives for making acquisitions, and were able to distill 5 common reasons driving their decision to pursue the “buy strategy” and execute “add-on” acquisitions to boost ROI.
As we discussed in our primer on multiple arbitrage, growing the size of a company can automatically incurs multiple expansion, leading to higher valuations and exit multiples, and ultimately ROI. Since these benefits are market-driven and not operational, the company cannot realize them until it raises capital or sells itself. Multiple expansion precipitates higher valuation which effects cheaper costs of debt and equity capital. Reducing the cost of capital, the price of investing, naturally boosts ROI, and so too does selling a company for a greater price than otherwise warranted before taking advantage of multiple arbitrage.
Cost synergies add to the bottom line by eliminating redundant tasks or resources. A large freight company with excess warehouse capacity and truck space can buy a smaller competitor, discard of its assets, and assume its inventory and trade routes for minimal incremental cost. The same applies to a manufacturer with excess capacity in a factory in which there are minimal marginal costs of producing materials and no marginal cost concerning employees, the latter meaning that it takes it only takes one person to produce one or one thousand aluminum cans. Streamlining human resources is a common practice in industries like airlines that rely on customer support call centers, in which an acquirer can consolidate the two centers into one. Generic admin functions like accounting or tax departments also present clear opportunities for consolidation and generating the same output for significantly less input.
Penetrating deeper and wider customer channels inevitably leads to revenue gains. Revenue synergies occur when the merged entity consolidates the customer bases of the prior standalone companies and either sells complementary products to the same customer, or the same product to new customers. For instance, a baker buys a dairy farm and sells butter to his customers who had only previously bought bread from him. Conversely, if he buys a competitor across town, he continues selling bread but now to completely new customers while maintaining his old ones.
Companies build buyer power over suppliers through purchasing ever larger quantities, which results in negotiating leverage translating into cheaper input prices and progress toward economies of scale. Depending on the supply and price elasticity of the good in question, a buyer can dramatically reduce its per-unit cost by scaling up order volumes and turn greater profits in doing so given that there exists sufficient end demand for the new supply. A fertilizer manufacturer reliant primarily on phosphate and potash can acquire competitors until the aggregate sales, and thus raw materials purchases, become large enough to negotiate price breaks for each incremental ton perhaps. WalMart is constantly cited for squeezing its suppliers, and from a purely economic standpoint is the preeminent example of a company with high purchasing power.
As a company acquires smaller ones, it accumulates assets and grows its total enterprise value, which in turn qualifies the company for higher debt levels than were available when it was smaller. We discussed the power and benefits of leverage to enhance equity returns in our LBO primer, and want to reiterate the point that there is an optimal level of debt with which to operate that boosts returns on equity capital and garners favorable treatment under the US tax code (interest payments come out of the gross profit and reduce taxable income). Lenders consider physical assets, free cash flow, growth potential, and business risk before issuing credit. Larger companies are inherently less risky, higher valued, and more asset-rich than small ones, so accordingly qualify for more and cheaper debt that can be used for more inorganic acquisitions and new organic investments to boost ROI.
Add-on acquisitions are the most common type of purchase, as strategic buyers, both corporate and private equity portfolio companies, are the most active, able, and abundant. Thinking about how and why two businesses could fit together is a constructive exercise for companies and their executives, advisors, and investors, and identifying and acting on inorganic opportunities can serve as a profitable complement to internal growth strategies.