Thinking
of Buying or Selling An Amusement Business? Know Its TRUE Value
Over the last five years, a booming economy has fueled a great
deal of interest in the amusement industry, as speculators and industry
veterans alike have targeted family entertainment center facilities
and amusement game operating routes for acquisition. While many
sizeable transactions have been completed to date, a great deal
more remain in limbo, largely the result of unsubstantiated pricing.
It's not a new issue, really, as the 'price vs. return' argument
has existed in all walks of life, from real estate development to
dot.com stocks. But in general, where there is a seller, there can
typically be found a buyer... if the price is right.
Establishing 'price' is what this month's column discussion is
about. Price represents, perhaps, the key ingredient in bringing
a buyer and seller to the closing table. An improperly priced FEC
or amusement route is likely to languish on the market for too long,
during which time the current ownership has probably decided to
suspend additional facility or asset upgrades. "We're selling
it" becomes the general focus instead of "we're continually
upgrading it". Unfortunately, over-valuation by the seller
may cause the ultimate sale price to fall below the market value,
as time, competition, and economic fluctuations will all begin to
gnaw at the price. In an effort to help buyers and sellers arrive
at a fair and realistic prices, below are some items to consider.
The Great FEC 'Build It Or Buy It' Debate
There's no question that, all things being equal, the purchase
of a currently successful FEC allows the purchaser to 'hit the ground
running', with instant cash flow, a complete team of employees,
and an existing patron base. Conversely, the "build it"
path is filled with regulatory approvals, construction delays, potential
cost overruns, staff recruiting challenges, and the need for an
effective market penetration plan. Does the discussion end here?
Unfortunately not. If you've priced an existing FEC lately, you
might find that the asking price is running seven to ten times earnings.
This can be quite a premium to pay, particularly when ground-up
facilities can be developed for the equivalent of about 5 times
earnings. One of the primary reasons, at least in some markets,
may relate to the escalation of land values. When the facility was
originally developed, the land value was probably 50-60% less than
the current market value. This becomes a critical issue, as the
project's effective investment return can become strangled by a
land value that exceeds the facility's economic value. If you're
inclined to mentally separate the land investment from the FEC investment,
you might be able to substantiate a seven or eight times earnings
sale price, but keep in mind that the future value of the land may
only achieve its maximum potential through discontinuation of the
FEC, which therefore eliminates your other investment. For instance,
if the current FEC is located on a prime parcel in a growing or
well-established area, that parcel may be best suited for a retail/mall
use in future years. Essentially, the buyer would bulldoze the structure
and redevelop the site. Note, however, that the buyer's offer price
would probably not include much of a premium for the FEC business
that they'd have no intention of operating. On the other hand, if
the FEC business is performing well but has the potential to perform
substantially better (through additional investment or change of
operating program), the eight times earnings sale price may not
be so bad after all. A 'diamond in the rough' as many would refer
to it.
The Route Well Traveled
Turning our attention to the valuation of amusement routes, today's
operator can benefit greatly by incorporating some advanced planning
into its future sale program. Purchasers of amusement routes tend
to look for the presence of several key ingredients, some of which
appear below:
- existence of exclusive location contracts
- diversification of assets
- capability of current staff
- valuation of assets ("wood")
- quality of existing accounts (locations)
- economic and competitive conditions within the trade region
Perhaps the thread that ties an amusement route together is the
presence of binding location contracts. These contracts represent
the source of future revenues for the acquired route - without them,
a buyer would be speculating as to the likelihood that continued
business at these locations would exist. If your existing route
is not well documented by contracts, now is the time to firm up
your company's position. Even a short, basic agreement adds value
to a sale, particularly when compared to an undocumented route.
An operator might argue that the portfolio of accounts has been
maintained for years without a contract, working essentially on
a handshake. The problem occurs when an acquiring firm enters the
picture - suddenly those handshake deals begin to evaporate. Purchasers
know this, and will discount any route that does not offer a reasonable
level of business security. These documented locations also play
a role in maintaining strong asset value, as a revenue-generating
amusement game has inherently greater value than one collecting
dust in the warehouse. Taken as a whole, the value of the "wood"
will likely hover closer to true market value when the games are
on location than under a bulk distress sale.
Diversification has become another big concern of most operators.
Heavy concentrations in almost any specific sector of the business
can be seen as detrimental. Routes comprised solely of video games
will likely pose greater risks to the acquiring firm, given the
issues relating to sharp depreciation curves on most equipment and
violent video legislation pending in several states. Routes that
contain bulk vending, billiards, and redemption may provide a bit
more insulation from market changes and allow for greater future
growth potential. For instance, while the video and redemption game
segments have remained somewhat flat or declined, bulk vending has
seen continued and notable increases in revenues in recent years.
Such diversification can help to stabilize the asset portfolio in
the minds of purchasers and in turn, yield a greater sale price.
Finally, there is great value contained in the quality of a company's
staff, an often overlooked variable. A high quality staff, utilized
effectively, can turn an average performer into a class-leading
company under the proper management controls. As a seller, take
a close look at your company's employee portfolio and be prepared
to identify the caliber and capability of its members. While a would-be
purchaser is not buying employees, they may be "investing"
in their talents, which can help to sway a transaction into favorable
price territory.
Before Selling, Spruce Up The Yard
The time to sweat the details is before your business is offered
for sale. Some of the areas to concentrate on are:
asset inventories - make sure they're accurate
and all-inclusive
financial statements - correct and/or reclassify
earlier postings to improve statement presentation
physical appearance - eliminate unnecessary or
poor performing assets; freshen the operating facility; categorize
and label books and records
contractual and legal obligations - assemble all
operating contracts, leases, and other legally binding documents
together for easy reference
human inventories - identifying composition of
workforce, including experience and tenure
description of market conditions - be prepared
to provide an overview of current regional conditions including
changes in population, income characteristics, business climate,
government controls, and labor force.
consult with financial advisors - a team comprised
of your accountant, attorney, and amusement industry expert can
accurately pinpoint the true market value of the business and establish
the means by which the business can most effectively find potential
suitors.
As our national economy begins to slow, buyers will examine businesses
more closely than ever, focusing less on future value and more on
current cash flows. With this in mind, efficiency in operations
will be paramount, as buyers will rely on a strong stream of future
cash flows to recoup acquisition costs in as short a time possible.
Buying and selling businesses in the amusement industry is a lot
like buying and selling automobiles - kick the tires, take it for
a spin, compare the options, and get set for the ride of your life.
Done well, a single acquisition can help to leverage additional
acquisitions in future years and serve as a benchmark by which to
gauge your performance within the ever-changing amusement marketplace.
Article written by:
Jerry Merola, CFO
Amusement Entertainment Management, LLC 01/22/01
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