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6 Considerations for Business Owners Evaluating Target Acquisition Companies

Thomas C. Yankanich, CPA
Thomas C. Yankanich, CPA Director, Audit & Accounting, Leader - Government Contracting, Professional Services, and Architecture & Engineering Industry Groups

Acquiring another company can be a powerful strategy for business growth, whether it’s to enter a new market, obtain valuable intellectual property, expand product offerings, or gain access to new customers. However, acquiring a target company is a complex and high-stakes decision that requires careful evaluation. Business owners must consider a range of factors to ensure that the acquisition is beneficial and aligns with their long-term goals.

Here are key aspects business owners should consider when evaluating target acquisition companies:

Business Acquisition Consideration #1: Strategic Fit and Synergy

Before diving into the financials or operational aspects of a potential acquisition, business owners must assess whether the target company aligns with their strategic objectives. This includes evaluating the synergies that can be realized by combining the two businesses.

  • Market Expansion: Does the target offer access to new geographic regions, customer segments, or distribution channels?
  • Product or Service Enhancement: Will the target company’s products, services, or technology enhance or complement your existing offerings?
  • Operational Synergies: Are there opportunities to streamline operations, such as consolidating supply chains, reducing overhead, or combining R&D efforts?

Synergies can significantly increase the value of an acquisition, allowing the combined company to achieve greater profitability and growth than the two businesses could independently.

Business Acquisition Consideration #2: Financial Health and Stability

Understanding the financial stability of a potential acquisition target is essential to avoid any unpleasant surprises after the deal is closed. A thorough review of the target's financials is necessary to assess its overall financial health.

  • Profitability and Revenue Growth: Does the target company have a consistent track record of profitability? What is its revenue growth rate over the past few years? You’ll want to evaluate both short-term performance and long-term trends.
  • Debt Levels and Liabilities: What is the company's debt situation? A target with excessive debt or hidden liabilities can be risky. Business owners should assess the target’s balance sheet and liabilities to understand potential financial risks.
  • Cash Flow: How strong is the target's cash flow? Positive and stable cash flow is often an indicator of financial health and operational efficiency.
  • Quality of Earnings:  Quality of earnings is critical. Are the target company’s earnings based on sustainable business operations, or are they artificially inflated through accounting maneuvers, one-time gains, or other non-recurring items?

A business owner should aim to acquire a company with strong and reliable financial performance to ensure the long-term success of the acquisition.

Business Acquisition Consideration #3: Cultural Compatibility and Integration

One of the biggest challenges in acquisitions is ensuring that the two companies can merge and operate cohesively. The cultural fit between the acquiring company and the target is crucial for the success of the integration process.

  • Company Values and Culture: Do the two companies share similar values, work environments, and business philosophies? Cultural alignment can lead to better employee satisfaction, retention, and smoother transitions after the acquisition.
  • Leadership Styles: Are the leadership styles of the target company’s executives compatible with your own? Differences in management approaches can cause friction and impact productivity during integration.
  • Employee Integration: How will employees from both companies be integrated? Will there be redundancies, and how will that impact morale? Ensuring a clear plan for integrating staff is essential to minimize disruption and retain talent.

Cultural fit is often overlooked but is one of the most important factors in determining the long-term success of an acquisition.

Business Acquisition Consideration #4: Customer Base and Market Position

The strength of the target company’s customer base and market position can significantly impact the success of an acquisition.

  • Customer Loyalty and Retention: Does the target company have a loyal customer base? Understanding customer satisfaction and retention rates can give insight into the target’s long-term stability.
  • Brand Reputation: What is the market reputation of the target company? A well-established brand can add value to your portfolio, but a tarnished reputation may require significant effort to rehabilitate.
  • Market Share and Competitive Landscape: How does the target compare to competitors in its industry? A company with a strong market share or unique positioning may be a more attractive acquisition target.

Gaining access to a target’s customer base and market position can accelerate growth, but it’s important to ensure that the target company’s reputation and customer relationships are strong and stable.

Business Acquisition Consideration #5: Regulatory and Legal Considerations

Regulatory and legal due diligence is essential to ensure that the acquisition process is smooth and compliant with relevant laws. Business owners should assess potential legal risks, including:

  • Contracts and Agreements: Review any long-term contracts or agreements the target has with suppliers, customers, and employees. Are there any clauses that could impact the acquisition, such as non-compete agreements or change-of-control provisions?  Can customer contracts be novated?
  • Legal Liabilities: Are there any ongoing or potential legal disputes? What is the target’s exposure to litigation, regulatory fines, or compliance violations?
  • Intellectual Property Protection: Does the target have robust IP protections, such as trademarks or patents, and have they been legally maintained?

Working with legal and regulatory experts during the acquisition process helps mitigate the risks of inheriting legal troubles that could disrupt or devalue the acquisition.

Business Acquisition Consideration #6: Valuation and Deal Structure

Finally, understanding the valuation of the target company and the structure of the deal is essential to ensure the acquisition is a sound financial investment.

  • Valuation Metrics: What methods are being used to value the target company? Business owners should consider various approaches, such as discounted cash flow (DCF), comparable company analysis, multiples of EBITDA and precedent transactions, to determine a fair valuation.
  • Deal Structure: What is the proposed deal structure? Is it an all-cash acquisition, a stock swap, or a combination of both? How will the deal be financed (debt, equity, or a mix)?
  • Earnouts and Contingencies: Are there any earnouts or contingencies tied to the deal? Understanding the terms and conditions of the deal can help assess the potential upside and risks.

A fair and properly structured deal ensures that business owners are not overpaying for the target and that they are protecting their financial interests post-acquisition.

Next Steps for Business Owners Considering an Acquisition

Acquiring another company is a significant undertaking that requires careful planning and thorough evaluation. Business owners must consider factors such as strategic fit, financial health, cultural compatibility, intellectual property, customer base, legal risks, and deal structure to make an informed decision.

By conducting comprehensive due diligence and consulting with advisors, business owners can assess whether the acquisition is the right move and ensure it provides long-term value for their company. The right acquisition, when executed well, can fuel growth, expand capabilities, and position the company for future success. Contact us today to continue the discussion and to learn how your business can successfully evaluate target acquisition companies.

Contact the Author

Thomas C. Yankanich, CPA

Thomas C. Yankanich, CPA

Director, Audit & Accounting, Leader - Government Contracting, Professional Services, and Architecture & Engineering Industry Groups

Government Contracting Specialist, Architecture & Engineering Specialist, Professional Services Specialist, ESOPs Specialist, Owner Operated Private Companies Specialist, Private Equity-Backed Companies Specialist

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