Pest Control M&A Weekly Commentary – January 21, 2019 – AX Buys Innovative, 2019 Outlook, Q&A, New Structure

A New Format for the Weekly Commentary

While I was back in the US in December, I had a dinner meeting with a client who said, “I would like to open this meeting with some criticism. I never miss an issue of your Weekly Commentary, but recently you’ve gone off the rails with your economic analysis. While I might not be the smartest guy in the industry, I consider myself smarter than most, and I wasn’t really sure what the hell you were talking about last month (in reference to this: Weekly Commentary November 5). Do you really think people in the pest control industry want to read about economics?” He might have a point, people in the United States Congress certainly don’t. Case-in-point, I just heard Congresswoman Alexandra Ocasio-Cortez on the news saying that the reason why the unemployment rate is so low is because people have two jobs, and they are counted twice.

Another client, later that week, emailed me saying, “I am not sure if I read your commentary for entertainment or education. But I am enjoying your economic insights immensely and I am learning a lot from you. I really wish you’d write more on those topic.”

So, after reflecting on this over the holidays, I decided how to solve the dilemma. I am going to break down the Commentary into a more modular format. Read what you want to read and skip the rest. Not every week I’ll cover each section, but the sections will be generally broken down as follows:

  • Announcements – Transactions and other announcements like the one below on today’s live webinar and the Innovative announcement. Going forward, when possible, I am going to try to go into a little more detail on the transactions themselves. I learn a lot on every deal and I am going to try to better to highlight things that you can learn from as well.
  • The Pest Control Executive – I get more requests and questions on strategy and management of a pest control business than I do on valuation, M&A and the things that I am actually qualified to opine on. I’ve received a lot of requests to write more articles like this, so beginning next week I’ll do that. This section will deal with strategy, management and operations. Today I just have a few short paragraphs on an interesting conversation I recently had.
  • The Institutional Investor – The Weekly Commentary is read by scores of equity research analysts, hedge funds, private equity firms and other institutions. Most of what they are interested in isn’t particularly interesting to owners of privately held pest control companies, but it’s very interesting to me. Some of the most thoughtful questions and interesting dialogue that I have is with the equity research and hedge fund community and I welcome their comments and questions. Today I will be answering some questions from a hedge fund. Next week we’ll get into some equity research Q&A.
  • Economic Viewpoint – It is this section that all but the dorkiest among you will skip. Nothing today, but this, as you know, is one of my favorite topics.
  • Q&A – I’ve got a lot of questions to answer and I really look forward to doing more of this. We’ll get this started next week.
  • The Back Page – You’ll see next week

Opportunity Zones – A Don’t Miss Webinar Tomorrow

Wipfli / ACG Opportunity Zone Webinar – January 23, 2019

Sorry for the late notice on this, but I just found out about it over the weekend.

Cory Vargo, the best tax advisor I’ve worked with in the United States is a partner at accounting firm Wipfli. Now, unless you’re some sort of finance or accounting nerd, you probably don’t know who or what Wipfli is (until I met Cory, I didn’t, and I am still not sure I can pronounce it). However, just like the pest control industry, Accounting Today Magazine (the porn mag of the accounting industry) has a Top 100 list and Wipli is number #20 on the list.

Anyway, today, January 23rd, a few Wipli partners in conjunction with the ACG are putting on a webinar to discuss Opportunity Zones.

If you are a recent seller of assets or a future seller of significant assets and you live in the US, you might want to check this out.

Cory shared this with me and some of our mutual clients a few days ago, if you’re interested, the link to sign up is below. Here’s Cory:

“I wanted to share with you a free webinar Wipfli folks are putting on regarding Opportunity Zones. OZs are a new set of rules with the Tax Cuts and Jobs Act that allow for the deferral of taxable gain to the extent qualified investments (real estate, businesses, etc) are made within qualified opportunity zones (as identified by each state’s governor), if such investment is made within 180 days of the recognition of the gain that is to be deferred.

The idea is to drive investment into certain low income or economically distressed areas.

The regulations just recently came out on this, and some people at Wipfli are really spearheading the practical application of these rules for people like you with a lot of capital gain.”

Here is the link if you’re interested:

https://www.acg.org/events/webinar-taking-advantage-opportunity-zone-investing

American Pest Acquires Innovative Pest Management, a PCT Top 100 Company

I am very pleased to announce that we’ve completed the sale of PCT Top 100 — Innovative Pest Management — to American Pest, an Anticimex portfolio company based in the Mid-Atlantic.

There is no doubt that the Swedes have been eating more than meatballs up and down the Eastern Corridor. The ink wasn’t even dry on the Triple S purchase agreement and we were drafting a purchase agreement for Innovative.

Owners, Dr. Richard Kramer, his son Josh Kramer and their partner Luke Krikstan are some of the nicest guys in the industry and the story of Innovative is a true success story.

I met the Kramers from a mutual friend and client in the industry and Josh and I, being the same age, became fast friends.

You may know the Kramers as the authors of PCT’s Technician’s Handbook. I’ll be honest with you, I’ve never read the book, but a few years ago Josh gave me a personally autographed copy. When he gave it to me, I thanked him for taking the time to write the thoughtful note and I remember him joking that if I can find an “unsigned copy” somewhere it would be worth a fortune.

The book has been around the world and its current location is sitting in my almost never-used apartment in Paris’s 7th arrondissement. Which is ironic considering there are virtually no pests there. Though I have discovered that the French solution to pest control is simply make yourself smell like pesticide. The French shower once a week whether they need it or not, and they all smell like Terminix’s garlic oil mosquito repellent. If you think I’m kidding, go to a Paris night club at 3am in mid-August after they’ve been dancing for hours in no air conditioning.


The Swedes reading this are searching the internet right now for Kramerica Industries. What is Kramerica? Did we buy a company called Kramerica Industries?

As you know, I am a big Seinfeld fan and since this business is owned by a Kramer, it was a perfect opportunity to code name it Project Cosmo. However, Josh got to it first and named it after his daughter, Project Luna. Damnit.

In some ways, Kramerica Industries is fitting for Innovative. This is a company that grew from zero to PCT Top 100 in little over a decade. However, when you walk inside its expansive offices all you see is smiling people playing games, laughing and joking. While I didn’t witness any “High tea with a Mr. Newman,” everyone has a good time at IPM. Luke and the Kramers did a great job in a building a strong, loyal and fun culture to work in. As you can imagine, I’ve visited a lot of pest control companies over the years and every once in a while I feel like I’ve dropped in on a funeral in process.

What struck me about Innovative was the tenure of its employees. Although the firm itself isn’t very old, the employees stick around. Over the years I’ve come to realize that owners make an important strategic decision, whether implicit or explicit, as to where their priorities lie. The strategic decision is simply what do the firm’s core values prioritize: shareholders, employees or customers. Although value creation lies with creating and keeping a customer, in a service business, prioritizing the employee above all else often leads to happy and sticky customers, resulting in high returns to shareholders. I was able to see that in action over the last two years working with the Innovative team.

The acquisitions of Triple S and Innovative were great moves by AX and have effectively doubled the size of American Pest… and perhaps a raise for David Billingsly, American’s President, if he plays his cards right. I am thrilled to have advised the company on this transaction.

Doc and Luke were able to retire and Josh is now working for American. Although Doc is restricted from certain activities in the market, he’s an extremely accomplished PhD entomologist and phenomenal expert witness, so if you need any advice, track him down, he’s a great guy. I’ll leave you with a final word from the Doc…

Doc Kramer commented: “I have been in the Pest Management side of the business for 27 years, including 5 years at NPMA and I have not met anyone involved in M&A in our business that is more professional and knowledgeable than Paul Giannamore. Through the entire process involving lawyers, accountants, tax advisors, etc., Paul was the go-to guy for the final answer. I would trust no one else with the sale of my pest management business.”

The Pest Control Executive: Two Simple Ways to Hire Great Employees

I recently had a conversation with a client who is worth over a $100 million. [As this individual is likely reading this right now, I’ll remind him that he is worth $100 million on paper, until the value of the business is monetized].

We were talking about some of the mistakes he’s made over the decades hiring people and building his staff, and some lessons that he’s learned. Here was his advice:

You always have to be thinking about how you and your business can improve the life of a potential hire. If they are overqualified for the job, or just plain desperate, they will leave when the situation changes. Since I’ve lived in the same town most of my adult life, I began looking around at other businesses and the employees that I liked to deal with. For example, about 20 years ago, I met a young man who was working at the local grocery store. He had worked there for a few years, so I knew he could hold down a steady job. After interacting with him for a few years, I came to realize that this kid was always very polite and friendly. He seemed to go above and beyond for me and the other customers and his coworkers loved him.

One Saturday afternoon while checking out, I said to him, “Jim [not his real name], what are your career aspirations?”

He looked at me surprised and said he hadn’t quite figured it out yet, but it certainly wasn’t bagging groceries and sweeping the floor.

So I invited him to our office for a cup of coffee and to meet some of our people. Twenty years later, and he is probably one of the best commercial technicians we’ve ever hired. I showed him how he could have an exciting, well-paid career with us, and apparently he agreed.

The key point here is this. He probably would have never coming looking for us. I was looking for him. I am always looking for talent and one of the easiest ways to find talent is ask the people that serve you in your community. If they’ve been great to you over the years, they will probably be great with your customers.

As a growing firm, however, you can’t rely on your ability to pluck talent from the local butcher, baker and candlestick maker. So I was curious as to how he had dealt with assessing technicians over the years. You put out an and then the parade of idiots shows up at your office. How do you separate the wheat from the chaff?

I’ve learned a lot of hard lessons about hiring technicians over the decades and have found that one of the best interviewing techniques is to make the candidate do a ride along with a relatively junior technician before making a formal offer. Candidates always, always let their guards down when they are with a junior person. They will say things to an employee that they would never say to a manager, owner or executive. During the ride along, they get comfortable and it’s amazing the things that they will say.

After the ride along, at the end of the day, I would call the technician into my office, have a cup of coffee and ask the following questions:

  • What questions did the candidate ask you?
  • Did the candidate seem at ease with our customers? Was he friendly and polite?
  • What qualities did you observe in the candidate that would be beneficial to the team?
  • Did you observe any qualities or habits that would be detrimental to the team?
  • Did he seem eager to learn and active in discussion with you or was he tweeting and twixing [sic] on his facebook phone?

Remember, it’s not the technicians job to make the job decision, it’s your job, but if you aren’t doing this, you’re letting sloths and losers into your business. This is a great tool and we continue to use it on every new hire.

The Institutional Investor’s Corner – Q&A

Today’s institutional investor’s section deals with some Q&A that I have received from institutional investors and equity research analysts covering the pest control industry. As with all questions submitted, I have been very careful to remove all identifying information to protect the identity of the sender.

Question

Hi Paul,

Thanks for writing such great articles on the industry, we really learn a lot from reading them (I also find them quite entertaining)! We think your observations have so many parallels with other sectors in the public and private markets right now (which I struggle with given we invest a lot in technology and software companies).

A few points really stood out and I wondered if I can ask you about them.

You mentioned multiple expansion and arbitrage you’ve been able to do over the past few years. Do you think in the near term some of the acquirers will start to get into more severe problems when it comes to integration of these groups of assets that they so aggressively bought over the last 1-2 years? 

Answer

Rollins and ServiceMaster will have the least amount of integration issues given their scale and relative low volume of acquisitions relative to Rentokil and Anticimex.

In 2017, Rentokil dedicated significant time and resources to their integration efforts and realization of scale economies from the “acquisition binge.” From 2013 through 2017, I think they worried largely about getting deals done, whereas 2017 demonstrated some concerted effort in rationalizing and integrating.

In North America, Anticimex has been one of the most active acquirers in the last 18 months and is currently running five distinct platform companies in the US. I think that their decentralized model is both a strength and a weakness. It’s a strength because they are investing in their local brands and at least with regard to the platforms, they are running semi-autonomously. We’ve advised on the sell-side on AX acquisitions that probably account for more than half of their US revenue and quite frankly, I’ve really only heard good things from the sellers. In fact, for many of the rank and file employees, it’s hard for them to even point to changes that have occurred due to the acquisition. At the end of the day, however, we know that they can’t compete with the likes of Rollins without realizing scale economies, at least at some point in the future. How they handle this will be very interesting.

All in all, I don’t see “severe” problems on the horizon for any of the large players due to the volume of acquisitions. That’s not to say it won’t be a bumpy ride along the way.

Question

You also mention a $600m+ pipeline of transactions. Are these mainly small to mid-sized deals or do you expect also $50m+ revenue transactions to happen? I find it very interesting to understand if the owners of the bigger assets are finally coming to the table and feel that the time is right to get out of the game. 

Answer

I received this question in early December, so it is a little dated and it’s apparent now that I was referencing Clark Pest Control as a part of the industry pipeline.

2019 will be the stay or go year in the industry. What I mean by that is for the folks who are considering selling at any time in the next few years, 2019 will be the year that they pull the trigger on a sale. Those who do not pull the trigger in 2019, are likely the ones who are in for the long haul. The risks to sellers in delaying the process grows by the day now that we are in 2019. If I were a betting man, I would say that we’ll see at least one $50M+ seller get snagged up.

Question

You mention historic multiples being in the range of 1x revenue and 8-10x EBITA roughly…where are they today, just roughly, for let’s say businesses of $5-20m revenue? 

Answer – 2019 Outlook

For businesses in the $5m to $20m range, we are seeing EBITA multiples top out in the low to mid teens. It’s not entirely out of the question to see a company breach 15x EBITA and 3.0x+ revenue in this market.

Over the next six to twelve months, I anticipate that we will see multiples expand further, with downward pressure at the low end of the range.

In December and January, we’ve already begun to see acquirers tighten up what they are willing to pay at the low end of the range and in certain cases, for some of the larger assets.

Overall, I think that activity will remain elevated in 2019 (at least the first half) and I expect to see at least a half dozen PCT Top 100 companies sell throughout the year.

Innovative Pest Management, a PCT Top 100 Firm, Acquired by American Pest, an Anticimex Company

The Potomac Company is pleased to announce the acquisition of its client, Innovative Pest Management (“IPM”), by American Pest (“American”), an Anticimex Company.

IPM was founded 14 years ago by Dr. Richard Kramer, Luke Krikstan and Joshua Kramer. What began as a small, three-man operation quickly grew to become one of the largest privately held pest control businesses in the DC metro area, a recent newcomer to the PCT Top 100 list and the Best of DC winner for three of the last four years.

Richard Kramer, a PhD entomologist, had been in the industry for many years before striking out on his own with friend Luke and son Josh to start Innovative.

Dr. Richard Kramer commented: “I have been in pest management in some fashion or another since I was 16 years-old and could drive a spray truck for my father’s Florida lawncare business.  I enjoyed the pleasure of working in that business with my father who taught me pride in workmanship and respect for customers.  Most recently over the past 14 years, I experienced the irreplaceable opportunity to work with and end my full-time pest management career with Josh, my son and the face and personality of IPM.   Also I had the wonderful opportunity to build IPM with our fantastic partner Luke, the company workhorse, who went anywhere anytime to take care of a customer’s need. Our people and continuous effort to solve customer pest management problems were the keys to IPM’s growth and success.  Though the customer might not always be right, the customer always is first.”

Along the way, Richard and Josh have revised the fourth edition of their now world-famous PCT Technician’s Handbook.

Paul Giannamore, managing director of Potomac, commented on the transaction: “Luke and the Kramers created IPM out of an idea to build a business from scratch that would be a place where they themselves would be proud to work. From the early years of bootstrapping the business and taking customers calls from backyards, all the way to the PCT Top 100 list, they grew Innovative one employee at a time, never losing sight of the original premise, which was always putting their people first and building a workplace that they were proud of. I’m proud to have advised the shareholders on this transaction and proud to call the Kramers friends.”

Dr. Kramer commented on working with Potomac:

“I have been in the Pest Management side of the business for 27 years, including 5 years at NPMA and I have not met anyone involved in M&A in our business that is more professional and knowledgeable than Paul Giannamore. Through the entire process involving lawyers, accountants, tax advisors, etc., Paul was the go-to guy for the final answer. I would trust no one else with the sale of my pest management business.”


He went on to say, “The decision to sell a business that my son and I had nurtured over the past 14 years was one of the most di!cult decisions I have made in my life. We started discussions with Paul more than two years prior to the sale and he walked us through the pros and cons of a sale now or later and at no time pushed one way or the other. He provided sage advice to guide us to our ultimate decision. One would think that’s the end of the story but as negotiations progressed and then stalled (due to our reflection on what we were about to do) he patiently and continuously advised on the options we were considering. Once we had decided to move forward with the sale he connected us with an accountant and other parties who could answer questions outside his expertise. Everyday until the time of closing he was by our side insuring that the merger process was smooth and seamless. After the closing he continues to be a trusted adviser. Again, I would trust no one else with the sale of my pest management business.”

The Innovative Shareholders: Dr. Richard Kramer, Josh Kramer and Luke Krikstan

Josh Kramer, partner at Innovative, commented:

Even before I met Paul Giannamore, I considered myself a student of his. A student you might ask?  At the time, Paul was advising a close friend of mine Nam Kreer who was preparing to exit his successful family pest control business that had been incubating for decades.  Ahead of Nam’s inviting me and my father-business partner Dr. Richard Kramer to join him and Paul for an introduction at one of their seemingly routine lunch sessions, I dug into PCT and YouTube to see what I could learn about Paul and Potomac.  I can remember popping in my ear buds late one evening nearly five years ago to listen to his podcast on Pest Control Business Valuations and M & A 101.  A mere ten minutes into the podcast, I knew that if the time ever came to pull the trigger and sell our business, that Paul was destined to be our guy.  Selling was not on my radar at the time—but Paul had my attention. 

There was no other firm to consider as I was convinced that Potomac singlehandedly paved the way to add exponential value on the seller-side and his seemingly magical wisdom was driving valuations to heights that should be alarming to the buyer-side.  Despite the fact that I was a business major, albeit 22 years removed, I had never heard of a value creation zone, didn’t understand the impact of EBITDA and other nuances associated with valuing companies.  Perhaps this information was out there but it wasn’t unique to the pest control industry.  Paul made valuation relevant to pest control company owners and illustrated the metrics in a way that we business owners could easily understand.  He is a real-life open book. 

The time wasn’t right to sell then however, or even realistically ponder the idea.  But as a business owner, the exit should always be evaluated.  In true fast forward form, we were in our 11th year and we were in the midst of building one of the fastest growing pest control companies in the D.C. metro area.  Things were moving fast and we even successfully on-boarded our first acquired firm three years ago.  Then, just last year—with two partners who were inching closer to well-deserved retirement, we decided that the best course of action for the entirety of our team was to finally take a deeper dive and explore our exit.  Various scenarios were considered and all along the way, Paul truly had our best interests at heart.  First and foremost, he wanted to ensure that this decision was well thought out and not only influenced as a function of high-valuation market dynamics.  So, it was made abundantly clear there was no pressure to pull the trigger.  Ultimately though, despite our profound day-day satisfaction and love of our people and what we do, our three partners reached a consensus, put our head down and charged the finish line.  I could not have asked for a better exit mentor, educator, advisor, therapist and close family friend that is Paul.

Paul Giannamore and Ericka Andes of The Potomac Company advised the Company on its sale to Anticimex / American Pest. Cory Vargo, Partner at Wipfli, advised the Company and the shareholders on tax and transaction structure.

Pest Control M&A Weekly Commentary – November 5, 2018 – I’m Calling a Top, American Pest / Anticimex Acquires Triple S Services, Valuation Multiples Peak

7 November 2018
Stockholm, Sweden

Well, this is going to be a long one. 

I intended to write a short post-Pestworld piece, but I just had so much great material from Pestworld and the subsequent two weeks of meetings that this post has really taken on a life of its own.

I had meetings in Stockholm this week and now I am on the flight back to Switzerland — which is going to act as my tomato timer on writing this article. So, I apologize in advance if this one gets a little messy.

I am going to make a risky move and officially call a top in the pest control M&A market for this cycle. In doing so, I am going to attempt to provide you more fact than opinion and you can come up with your own conclusions. If I’m wrong, at some point, this will provide some great fodder for the glorified real estate agents out there.

But as usual, before we get to the juicy stuff, we’ve got some transactions to announce.  [Read more…]

Anticimex / American Pest Acquires Triple S Pest Services

Potomac is pleased to announce the sale of its client, Triple S Services —a family-owned pest control firm with locations serving D.C., Maryland, and Virginia — to American Pest, an Anticimex portfolio company.

Triple S Pest Services, a PCT Top 100 company for many years, was founded in 1981 and has a solid reputation among its clients for offering reliable, low-risk pest control services for local, state and government institutions, private businesses, and residential homes. [Read more…]

Pest Control M&A Weekly Commentary – September 17, 2018 – M&A Season Has Begun and It’s Gonna Be a Hot One

Pest Control Meetings at Dusk in Singapore

In my last Weekly Commentary I said that I would be trying hard to write on a weekly basis… and then I disappeared for five weeks (my lame excuses to follow). I guess even I dramatically underestimated how busy it was going to be this M&A season.

Labor day (early September) officially marks the start of pest control M&A season in North America and it’s begun as the busiest one I’ve seen in my 15 years in the industry. Transaction multiples have continued to edge higher. Every time I think we hit a top…. well, we don’t.

Right out of the gate, three PCT Top 100 companies are already under LOI and this morning we closed a transaction with ServiceMaster that would have been in the 80’s on the PCT Top 100 had the company reported. That transaction will be announced next week and with it comes with some interesting learning opportunities for all of us, which I’ll discuss next week.

On Monday, we advised on the sale of Guaranty Pest Elimination to Modern Pest Services, which is Anticimex’s largest acquisition in New England since the acquisition of Modern. The target operates in four states and will help Modern accelerate growth in New England, more on that below.  [Read more…]

Modern Pest Services, An Anticimex Company, Acquires Guaranty Pest Elimination

The Potomac Company has announced that its client, Guaranty Pest Elimination of Danielson, CT, has been acquired by Modern Pest Services, an Anticimex Company. This is Anticimex’s largest acquisition in New England since the acquisition of its platform, Modern Pest Services.

Guaranty Pest Elimination has been providing both residential and commercial services in Connecticut, Massachusetts, Rhode Island, and New York since 1989. Known as a customer-centric pest control solutions provider, Guaranty brings a strong brand and industry-leading client service to the Modern family. The Company was founded by Andy Kacavich in the 1980s. [Read more…]

Pest Control M&A Weekly Commentary – June 4, 2018 – A Visit to Anticimex’s Stockholm

In this week’s commentary, we’ll be discussing:

  • Skadedjursbekämpning is Swedish for Pest Control: A Visit to Anticimex in Stockholm
  • Potomac Announces the Sale of Stout Pest to HomeTeam, Our Ninth Transaction of the Year

Skadedjursbekämpning is Swedish for Pest Control: A Visit to Anticimex in Stockholm

If Fosters is Australian for beer (yes, I know our Australian friends are having a fit).

And Fahrvergnügen is “the joy of driving…”

Then Skadedjursbekämpning is Swedish for pest control. Actually, that’s exactly what that mouthful means, it’s “pest control” in Swedish, and I got an earful of it last week. [Read more…]

Pest Control Mergers & Acquisitions (M&A) – Weekly Commentary – May 15, 2018

In this week’s commentary, we’ll be discussing:

  • Market Overview – 15 May 2018
  • Anticimex’s acquisition of Killingsworth Environmental in Charlotte
  • Potomac’s new European HQ in Switzerland
  • Meetings in Madrid in May

[Read more…]