Discounted Cash Flow Valuation for Small Cap M&A Integration*

Abstract

Frank Batten rose to the upper ranks of the Forbes 400 by using his Norfolk newspaper as a base to consolidate publications and then later to create a media enterprise, including cable‐TV (which was eventually sold for $1.2 billion) and The Weather Channel (sold for over $3 billion). Batten's success offers a compelling case study of the often pursued but much maligned “roll up” strategy of mergers, providing evidence that the strategy can produce superior returns for those consolidators devoted to integrating small, value‐priced acquisitions within an industry niche. The author identifies three keys to Batten's success in making the strategy work: (1) aggressive, but astute, adoption of “best practices” and enhanced processes; (2) refinement of the business model to “roll out” the launch of like entities to underserved markets; and, most important, (3) identification and pursuit of innovative business development opportunities made possible by the consolidation.Too often, intricate discounted cash flow (DCF) analyses are used to justify disastrous valuations, such as the one that helped support Daimler's $37 billion acquisition of Chrysler. Landmark's employment of rigorous DCF analyses was valued primarily not as a guide to value, but rather as a way of assessing the economic drivers of the business, the opportunities to control costs, the rationality of forecasted growth rates, and the probability of competition and market forces affecting short‐ and longterm results. These analyses formed the basis for management's long‐term development goals. When seeking approval for a deal, however, the valuation depended on a simpler criterion: the multiple of the prior year's cash flow relative to prospective long‐term profit growth. In this regard, Batten's use of DCF was much more akin to Warren Buffett's “spontaneous” valuations, delivered “customarily within five minutes.”