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Financial Model and Projections

by Basil Peters on August 15, 2013 · 6 comments

For almost every M&A transaction the Confidential Information Memorandum (CIM) contains both actual financial results and projections.  (The rare exception is a company whose entire value is a patent portfolio.)

In companies with external investors, management teams are familiar with projecting financials. This is a necessary part of projecting future financing requirements.

For the increasingly larger number of bootstrapped, or internally financed, companies that are ready to exit, the entire idea of projecting future financial performance is often unfamiliar. Many CEOs have asked me what the benefit is of a projection when so many variables are impossible to predict.

That’s a good question.

Why Buyers Want Financial Projections

There are several reasons financial projections are included in almost every CIM:

1.    The current management are the world’s experts on this particular business. What the buyers really want to know isn’t the financial history, they want to know the financial future. The best people to ask about the future prospects are the current management team.

2.    Financial projections are the most important input to the valuation conversation – especially for high-growth companies. If a company has five years of historic financials with steadily growing profitability, then historic financial performance may be adequate for valuation.  But with many modern companies, especially technology companies, the growth rates are so high that the historic performance becomes less and less valuable as an input to valuation – especially for the sellers.

3.    For many buyers, the starting point when looking at any new company is the financials. When they receive a CIM, they’ll page ahead to the graphs showing the combined historical and projected financial performance. That’s what they want to see first to provide an orientation. That’s just how their brains work. Every buyer is different and a good CIM needs to answer every question.

You Can’t Predict the Future and You Shouldn’t be Liable

Buyers know the company management can’t predict the future.  Nevertheless, they absolutely want to see, and discuss, management’s opinion about the future opportunities for the business.

CEOs and boards are often concerned about liability associated with projecting financial performance. They’re often familiar with the prohibition on projecting financials in public companies. The private M&A market is quite different. With M&A transactions, the definitive agreement should always make it clear that the buyers have not relied on the financial projections to leave no possibility for a potential liability. With a good M&A lawyer on your exit team, there shouldn’t be any liability in honestly projecting future financial performance.

What’s Required?

For companies that have been operating for more than two or three years, the standard financial model includes:

  • Annual financials from start-up or the most recent 5 years
  • At least 12 months of detailed projections  (‘the monthly budget’ for at least 1 full year plus the remaining months in the current year)
  • Three years of projections (after three years buyers know the projections are usually a copy and paste)

The entire financial model should be in one Excel sheet (so if a buyer had a large enough monitor they could see the entire company history and projected performance on one screen.)

Normalization

In private-company M&A transactions the financial model is usually ‘normalized’ to produce a ‘normalized EBITDA’. This process adds back items that are either non-recurring or wouldn’t be incurred if the buyers owned the business. This process usually requires some discussion for each company’s accounting policies – and I won’t try to describe all the variables here. The normalized EBITDA should be the amount of ‘free cash flow’ the company has generated (under the normalization assumptions) and will generate going forward.

Revenue Detail

Unlike standard financial statements, the financial model should include revenue detail by product. If a company has four primary products, or product lines, then each should have a row above the total revenue subtotal. When the gross margins are significantly different for different products lines, the model should also include a cost of goods line for each product.

Expense Detail

Some companies use very detailed expense categories in their accounting systems, which may be more than the optimum level of detail for a private company M&A financial model. The expense detail in a CIM is usually less than the detail companies have in their accounting systems but more than you’d find in a public company annual report.  Most companies use between 10 and 20 expense categories. This is another area where there are no absolute rules and each case has to be considered based on the characteristics of the company.

Presentation and Graphs

Most CIMs include a bar graph showing historic and projected annual revenue similar to the examples below. Generally a separate graph is used to show the normalized EBITDA over the same years. These graphs are very similar to what you’d see in a public company annual report. The financial model bar graphs are usually included in the executive summary as well.

Input from the External Accounting Firm

Depending on the team’s level of accounting expertise, it often makes sense to involve the company’s external accounting firm when preparing the normalizations and projections.  Accounting firms are familiar with typical practices for normalization. For many companies today, revenue recognition has become a very important element in financial statements and projections. Most management teams just aren’t familiar enough with the new revenue recognition policies under GAAP or IFRS accounting standards. When you’re showing projections in the same spreadsheet as your historic financials, it’s essential that the same accounting treatment be applied for the historic and future periods. For these, and other reasons, I believe it’s usually advisable to have the external accounting firm review the complete financial model, check the normalization, projection methodologies, assumptions and formulas.

{ 6 comments… read them below or add one }

Isabel Hansen August 16, 2013 at 8:31 am

Excellent.
I enjoyed reading it.
The Early Exits book is worth reading.
Thanks for sharing.

Reply

Basil Peters August 16, 2013 at 4:14 pm

Isabel,

I am glad you found them valuable.

Thanks for the positive feedback.

Basil

Reply

Adina Luca September 8, 2013 at 8:12 am

Thank you for sharing Basil

I thought however that financial projections would be more useful if more than one scenario is developed (as I can see from the graph examples, all companies assume a steady growth rate and my experience tells me that is not necessarily the case…). Any experience with multiple scenarios and their use in valuation?

Adina

Reply

Basil Peters October 6, 2013 at 7:34 am

I agree with you Adina.

Multiple scenarios can be very valuable, especially during the valuation negotiation.

Our team often models scenarios based on different amounts of capital available post-acquisition.

Reply

Tanmay Kelkar December 11, 2013 at 10:06 am

Hi Basil,

I found some very important insights in your article. As an M&A professional myself, I am a bit sceptical about financial projections, especially ones for a start up. But the point about management being the best judge of the future is brilliant and I think it is the key takeaway.

In the cases of matured companies, we usually do a lot of variance and what if analysis for valuation scenarios. Do you think this kind of analysis is useful for start ups as well?

Thanks,

Tanmay

Reply

Basil Peters December 11, 2013 at 1:46 pm

Tanmay,

Thanks for your positive feedback. I agree with your point about how challenging it is to do projections for startups.

I believe they are a useful part of the exit process for several reasons:

1. The current management are the most knowledgeable people in the world about the prospects for their company, so they are best suited to do a projection.

2. The projections, however imperfect, are also a necessary input to the valuation negotiation.

3. In early-stage companies, the management team is usually a significant part of what the buyer is interested in acquiring. IMO, the projections are a valuable insight into the business acumen of the senior team.

Basil

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