Economics of a Roll-Up Strategy

This morning I had the opportunity to talk with an entrepreneur that is starting the process of doing a roll-up for his market. After boot-strapping his company for the past 15 years he’s achieved a bit more than $10 million in annual revenues. Now, he’s made good money being the sole owner of the business and but he was ready for a new challenge: $50 million in annual revenue in five years through acquisitions and organic growth. His thinking is that his firm will be significantly more valuable to an acquirer with greater scale and more comprehensive offerings.

What are the economics of a roll-up strategy?

The current company, with $10 million in revenue, might have 10% margins (e.g. make $1 million/year profits), making it worth 4-5x profits (so, $4-5 million in value). Potential acquisitions are other firms in the space with lower revenues and are valued mostly based on profits, but also based on longevity of profits and growth rate. Thus, a firm with $2 million in revenue, 5% margins, and $100,000 in profits might be acquired for 10% of the equity of the combined entity even though revenue is 20% of the combined entity.

Why would the smaller company do this? As profits increase, company value as a multiple of profits increases due to the potential for greater economies of scale and sophistication of a potential acquirer such that a company with $5 million in profits might be worth 7-8x profits ($35-$40 million in value). So, for the smaller company, their same $100,000 in profits might be worth double (e.g. going from a 4x profit multiple to an 8x) due to being part of a large company. This happens all the time.

Roll-ups are extremely difficult and the best acquisitions happen with aligned corporate cultures. The economics make sense for entrepreneurs that are ready to hitch their wagon to someone else’s train and believe that the opportunity for success and the weighted expected outcome is higher.

What else? What do you think of the economics of a roll-up strategy?