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Megatrend One: Significant Inflation in practice values

The transfer value of strong, profitable practices is set to rocket over the long-term.


There has always been a huge amount of misinformation about practice values. 

One major false valuation ‘rule of thumb’ that has persisted for decades is that there is some sort of ratio between turnover and price. 

An analysis of the data from over 1,000 transactions which the Myers La Roche team has facilitated
does not support any meaningful pattern between turnover and transfer price. 

To put this in context, practices transfer for price ratios as low as 20% of turnover, and as high as 120%. 

So let’s start with the facts.

There are 2 different categories of practices and each is valued in a very different way. 

The first are smaller ‘lifestyle’ practices – enterprises where in reality the owner makes no more money
than (and sometimes) less from their business than they could make as an employed clinical professional.

This type of practice is typically priced and sold on the basis of the value of their physical assets. 
For clarity, this is a relatively small market and one that is NOT experiencing price inflation and is unlikely to do so.

The second category is the larger, more profitable enterprises.
These are valued on the basis of their true underlying profitability/cash generation of the practice.

To establish a practice’s value, the accounts must be put through a ‘normalisation’ process to factor in the
true value of the owner’s time input, directors’ discretionary drawings and other accounting policy
variances and nuances to calculate the adjusted net profit (sometimes called the EBIT or EBITDA).

Both within optics and in other sectors, EBITDA is widely used by professional buyers, advisors and
private equity investors to calculate business values as it eliminates impacts of different financing,
tax and accounting decisions on how to report profitability and comes up with a comparable
proxy for cash generated. 

A multiplier is then applied to this normalised/adjusted profit to calculate the value. 
Typical profit multipliers range from 2 to 5 and are influenced by numerous factors including location,
competition, trading trends, genuine unrealised potential, quality of fixtures, fittings and equipment,
reliance on the owner/perceived ease of transfer of the goodwill to a new owner etc.


The Danger of Averages

There is no great mystery to either of these two valuation methodologies. However, with the latter,
the million dollar question is of course what multiplier to apply to the normalised profits?
And there is no simple answer that I can provide, without a detailed analysis of the practice in question.

As you now know, the optical sector is a market of markets, with numerous variables that can
make a considerable difference to a practices transfer value. Yet here again we come across
another more recent misnomer:

‘A rule of thumb’ multiplier or an ‘average multiplier’ of 3 times adjusted/normalised profit
is currently being banded around by numerous parties ranging from acquiring groups, 
accountants and even some business valuers. This is a grotesquely over simplistic and 
inaccurate approach. 

There are a host of factors that influence the multiplier and ultimately the price that a buyer will be
prepared to pay – and remember the normal range is 2 to 5, although we have seen outliers as high
as 8 in the course of our work. 

Factors include:

• Perception of the repeatability and reliability of future income;

• The quality and age of fixtures, fittings and equipment – and the level of future investment that
   may be required 

• Sales and profit trends – is the practice growing, static or declining – whatever the trend, a buyer is
  likely to extrapolate it – and will heavily factor this into their opinion on what they are prepared
  to pay. 

A couple of examples will quickly illustrate what a difference the multiplier applied to your practice’s
normalised profit makes:



Crucially, it is important to understand that there may be a strategic benefit for some purchasers buying
a particular practice that may make them prepared to pay more than the ‘technical value’ and more than
the top of the range for normal industry multiples - for instance if they now, or in the future may be able
to merge a practice on the market with one they already own (or are in the process of purchasing). 

Some potential acquirers are larger enterprises with better product purchasing power than the seller.
They are therefore in a position to immediately make better margins on the existing patient base and
trading volumes of their target practices. They may therefore be prepared to pay a higher multiple
(if the seller is skilled in negotiation, or represented by, a skilled negotiator with the right facts and
tools to leverage this knowledge) – because in reality, the acquirer is working on the higher projected
profit immediately obtainable by implementing their own operating model than the current trading
accounts show. 


Key takeaways in a rising market 


It is important to realise that to achieve the highest possible multiple and therefore the best possible
price for a practice requires the introduction of market forces i.e. to offer a practice to market in a
competitive bidding situation.

It is also critical to understand that inflation in realisable values for practices involves exceeding
historic technical values. In other words, in a rising market there is a lag between technical values
and realisable prices. 

To put this another way – if you ask a colleague what they achieved for their practice 12 or
even 6 months ago and value yours in the same way, you are likely to leave money on the
table if you sell your practice without the benefit of competition and market forces. 
You also don’t know whether they marketed their practice well or achieved an optimal 
deal in the first place. 
 

Value inflation in the market 


Our data shows that from Q3 of 2018 through to Q4 of 2020 the multiplier began to experience inflation
compared to historic norms, with certain types of practices consistently achieving multiples at the higher
end of the normal range – at levels previously reserved for strategic purchases.
Put simply, practice owners with profitable businesses of a decent scale risk underselling their practice by as much as 40% if they follow ‘normal’ conventions. 

What is driving the upward trend in practice transfer values?


Increases in practice transfer values are being driven by 2 main factors:

Let’s look at both in further detail. 

Loose monetary policy / Increased money supply 


With the Bank of England (BOE) base rate currently at 0.1%, money is incredibly cheap to borrow.
Indeed when inflation is factored in the BOE base rate is actually negative. Whilst the actual Interest
rates on practice acquisition loans are higher than the base rate (averaging around 3.6%) they are
still incredibly cheap by historic norms. These low-interest rates mean that monthly repayments on
even very large practice acquisition loans are relatively easy to service for buyers
(subject to the practice they purchase maintaining reasonable profit levels).

In addition to this traditional bank funding, several of the large chains have recently benefitted from
corporate finance deals, and a number of smaller groups are also privy to other forms of external
investment. These deals have provided them with combined war chests for practice acquisitions
running into tens of millions of pounds, which are literally burning a hole in their pockets
(or more accurately their balance sheets).

Many of the large glazing companies/lens suppliers also offer funding options which can be a useful
source of finance for purchasers. However if you are a potential seller, irrespective of how good you
believe your relationship is with them, make sure you read Megatrend Five BEFORE you discuss
your exit plans with your supplier.
 

This wealth of finance options means that in competitive situations, buyers can afford to, and will be
prepared to, pay more than they would have been able to during previous higher interest rate times. 


Increasing demand 


Well run independent optical businesses have proved remarkably resilient over the last decade.
Even during the Covid crisis, they have continued to provide excellent profits – and therefore a
superb investment yield for would be buyers. 

It is this heady combination of profitability and readily available funding that has increased the number
of buyers. Basic economic principles of supply and demand dictate that as the number of buyers
increases - relative to the supply of available profitable practices of decent scale – prices rise as
buyers compete for the same opportunities. 

So who is buying? 


As already alluded to, the practice sales market is not a single marketplace, but rather a market of markets.
The market for profitable optical practices is busy across all buyer profiles.
The following is a simplified overview of the market place to provide a high-level snapshot –
the reality is: 

Large / corporate 

Most visible and proactive are a number of competing national (self-styled ‘independent’) chains whose
models rely exclusively on growth via acquisition, rather than start-up. The largest, most high profile
operator in this space has over 150 branches; its accelerating growth is now looking set to overtake
Specsavers’ last great acquisition round, as it aggressively converts independents to its franchise model. 

Mid-market

A number of smaller regional groups continue to expand locally via acquisitions and mergers. 

Small 

Operators with as few as one other successful branch of a decent scale may also be interested
and have the means to acquire another quality local branch – and may be prepared to pay more
for strategic/defensive reasons to keep the larger players out and to ensure they are the
strongest independent in their area. 

This is a space in the market that should not be overlooked. It is not unusual for an existing
owner with as few as one or two highly profitable branches to be able to pay handsomely 
for an additional local acquisition. 

First time buyers 
 

For small to medium sized practices looking to sell, the first time buyer market should always
be considered. In many areas there are first time buyers with finance available.
There are many ways to sell a practice, first time buyers often buy practices outright,
but for larger practices, an exit and sale may involve selling an initial share of the practice to a 
clinical professional, with an agreed timetable for them to buy out the remaining shares.

This is classic succession planning, but the practice has to be large and profitable enough to 
make this a viable option and the chemistry between outgoing and incoming shareholders
needs to be good to make this a happy and effective experience. 

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