As Pandemic Begins to Dissipate, M&A Breezes to Reach Gale Force in Office Dealer Space

One of the more compelling projects we at ENX Magazine get to tackle is taking the temperature of the mergers and acquisitions (M&A) landscape in the office technology sector. And if the post-pandemic measure is any indication of what’s to come, one thing is certain: you won’t need a temperature-scanning kiosk to realize M&A activity is about to reach a fever pitch.

From about May 2020 through the balance of the year, only a smattering of deals were announced, most of which had been hammered out in the weeks and months leading up to the March shutdown. Uncertainty held activity in check, and rightly so. But toward the end of 2020 and during the first quarter of calendar 2021, deals gradually began to return. April’s announcement that Konica Minolta had transferred certain of its direct assets to Pacific Office Automation and All Copy Products marked an earnest kickoff in transaction activity. Applied Imaging and UBEO Business Solutions have been fairly active during the pandemic as well.

But as we reach the midway point of 2021, one thing is abundantly clear: the pent-up demand created by the pandemic—activity back-burnered as companies bided their time to gauge the lasting impact of the shutdown—is about to burst into a flurry of deals. A number of significant M&A players we spoke to indicated they’ve been sitting on as many as six transactions, and as we head into the back half of 2021, these deals (and many more) will soon come to light.

This month’s State of the Industry report on M&A includes an insightful piece on M&A by Jim Kahrs of Prosperity Plus Management Consulting. If you’re entertaining any thoughts about selling, that article is a must-read. He walks through the challenge of valuations in an age when the trailing 12-month financials—long a cornerstone of pegging a price tag—have been compromised. For this article’s purposes, we’ll provide an overview of some of the industry’s biggest players (of which there are plenty), what types of deals and dealers they are seeking, and how they work around the issue of determining value when the trailing 12-month performance isn’t a concise indicator.

M&A Outburst

Prior to the pandemic, the Gordon Flesch Company of Madison, Wisconsin, had been riding an uncharacteristic M&A wave after a relatively long draught. In the span of a couple years, the company was able to consummate a number of solid opportunities that fell into its lap: Advanced Systems of Cedar Falls, Iowa; Indiana Business Equipment of Terre Haute; Jim Gordon Inc. of Columbus, Indiana; and became an authorized, full-line Ricoh Family Group dealer partner. Perhaps most significant, GFC acquired Information Technology Professionals (ITP) of Madison, with offices in Milwaukee and Appleton. The addition of ITP set the stage for the creation of Elevity, which led the company in revenue during the month of December, according to President Patrick Flesch.

“Advanced Systems was a Canon dealer and an S Corp., so we were basically dealing with a group of shareholders as opposed to one or two business owners,” Flesch noted. “We saw synergies with their culture and the way they take care of their customers. Our desire was to move west in contiguous territory with the state of Iowa, and that was our opportunity to make that move.”

Indiana Business Equipment and Jim Gordon Inc., also Canon dealers, enabled Gordon Flesch Company to gain a stronger base in the Hoosier State. Ricoh’s up-and-down-the-street business paved the foray into a new OEM and allowed the dealer to build face-to-face relationships with clients who had previously received remote service. Meanwhile, ITP and its owner, Paul Hager, offered operational excellence to complement Gordon Flesch Company’s sales acumen. Now, under the Elevity flag, this IT arm has experienced tremendous momentum, according to Flesch.

When COVID hit, the bottom fell out of the business. But we were able to maintain—basically hold serve—and mitigate the hit of the pandemic with these acquisitions.

– Patrick Flesch, Gordon Flesch Company

“We had these grandiose ideas of adding about 30% in top-line revenue during the 2020 fiscal year,” Flesch explained. “When COVID hit, the bottom fell out of the business. But we were able to maintain—basically hold serve—and mitigate the hit of the pandemic with these acquisitions. So it’s a bit of a false positive when you look at our numbers, because we basically broke even in 2020. Had we not done these deals, our numbers would’ve been down 20%, so it helped us weather the storm from a revenue standpoint. Absent the pandemic, there was a real possibility for us to attain our goal.”

Gordon Flesch Company’s M&A blueprint entails finding Canon, Ricoh and Lexmark dealers that would provide a geographically contiguous link west and potentially south. Flesch measures a prospect by its culture, how the company sells and takes care of its customers, and the talent of its staff. Retaining employees is important to Flesch; he seeks to repurpose admin assets when there is redundancy. He sees his dealership obtaining talent as much as it’s purchasing geography or machines in field (MIF).

Flesch is content on being a spectator for the time being, as the company utilized much of its resources in onboarding the five entities. These investments are poised to enable Gordon Flesch Company to resume its upward trajectory toward the $200 million plateau, especially as business volumes return. He feels the 5-7x multiples that were being realized in the lead up to the pandemic were “just crazy, we thought people were vastly overpaying for dealerships.”

Independent dealers have been and, in some cases, will continue to be extremely active on the M&A front in the coming months. Included in that list is Applied Imaging of Grand Rapids, Michigan, which has added four dealers during the pandemic alone—Kopy Sales of Traverse City, Michigan; Upstream Office Solutions in Tampa, Florida; ACR of Luna Pier, Michigan; and Lasers Resource, also located in Grand Rapids—along with a small telephone business and a managed network services specialist.

Trending Market

While most of the deals complemented Applied Imaging’s existing Michigan holdings, the foray into Tampa was strategic. John Lowery, company president, had been gathering intel on the growing Tampa market and its projected doubling to 42 million residents by 2050. Upstream Office Solutions was a $3 million performer, and Lowery sent five key staffers down to help implement Applied Imaging’s culture and establish a growing base that can leverage market opportunities beyond its traditional scope of Michigan, Ohio and Indiana.

If we paid a little bit more because we paid a pre-COVID price, we know we’re going to make it back in the long run.

– John Lowery, Applied Imaging

“When COVID hit and we started to look at the effects of it, our aftermarket is down about 50% now,” Lowery noted. “Currently, we are at almost 90% of our pre-COVID aftermarket. We think we’ll eventually get back to 100%, although some industries could be more impacted. We sought to replace what we thought we’d lost. Since we plan to get back to 90% aftermarket, we went on a journey and knew we needed to replace another 10%, which represented $6 million. Before the pandemic, we were doing about $60 million in aftermarket, so we thought if we came back to 90%, we’d need another 10% just to stay where we’re at.”

MNS and telephony were growing during the pandemic, and it became clear to Lowery that they would be critical to helping replace recurring revenue lost on the traditional copier side. He believes the deals will ultimately add $24 million, netting $14 million when factoring in the COVID erosion.

A cultural fit is always key to Applied Imaging’s checklist for prospective acquisitions, but Lowery has been able to successfully convert firms that had subpar working environments. Canon and Ricoh dealer lines are most favorable, but Lowery did net the HP line as a strategic addition in one such deal and believes there is a huge opportunity to foster solid relations with the OEM. Businesses in geographies that are contiguous with Applied Imaging’s existing territories and are strategic from a service standpoint (cloud/phones, MNS) will grab his attention as well.

Lowery isn’t one to let the trailing 12-month performance become a stumbling block to completing a deal, as he’s more focused on recurring revenue potential. Trying to peg a company’s value when it suffers a 10% COVID hit on its $3 million performance level won’t leave Lowery sweating over the $300,000 difference.

“We looked at these deals for the long run,” he said. “We asked, ‘does the deal cash flow?’ and they all did. Our view is, we established new customers, picked up a lot of recurring revenue, and we can cross-sell telephony, managed services, shredding—our full arsenal. If we paid a little bit more because we paid a pre-COVID price, we know we’re going to make it back in the long run.”

Another heartland dealer, Marco of St. Cloud, Minnesota, has been extremely active in a three-year lead up to the pandemic, closing on 13 acquisitions. According to Jennifer Johnson, executive vice president of acquisitions and integration, activity slowed for much of 2020, but Marco saw improvement by the fourth quarter and completed the acquisition of Advanced Office Systems in Roselle, New Jersey. Two additional letters of intent were signed during the first quarter of this year.

“Historically, we’ve focused on in-market copier and print and IT acquisitions that complement our current offerings and help to accelerate our growth,” Johnson said. “We’re continuing to pursue those opportunities while also focusing on new market opportunities and expanding our reach in the voice and managed IT industry. As we work toward more of a national presence, we’d consider an acquisition anywhere in the continental U.S.”

As we work toward more of a national presence, we’d consider an acquisition anywhere in the continental U.S.

– Jennifer Johnson, Marco

Doug Albregts, who earlier this year assumed the CEO mantle from Jeff Gau, notes the company is looking at both small and larger-sized prospects. The preference is for companies that provide an integrated solution—both document and IT. The most attractive candidates offer a diverse customer base—largely free of concentrations—with recurring, contracted revenue streams.

Forward Looking

How does Marco balance previous performance and anticipated post-pandemic projections in assessing the value of a prospect? Johnson points out that the dealer’s overall approach hasn’t changed significantly. She feels it’s critical to learn how a company has been impacted during COVID, both positively and negatively, and assess its ability to recover and sustain in the future.

“We continue to look at the company’s performance over the last three to five years to understand growth patterns,” Johnson said. “We evaluate all of the same elements we have in the past; however, certain components are more important now, such as customer verticals and concentrations. We look at the quality of revenue streams and the sustainability of them.

We don’t expect revenues to return to pre-COVID levels unless there’s a proven track record of organic growth or a current strategic plan to grow revenue in other areas, such as IT.

– Doug Albregts, Marco

Albregts pointed out that the pandemic led to a shift in cost structure across the industry. The key is understanding how sustainable a prospect’s current cost structure is moving forward.

“We don’t expect revenues to return to pre-COVID levels unless there’s a proven track record of organic growth or a current strategic plan to grow revenue in other areas, such as IT,” Albregts said. “We’re also looking for talent in acquisitions. We survey all of this information to help us determine the go-forward investment potential.”

While Flex Technology Group (FTG) of Mesa, Arizona, has been on the sidelines during the pandemic, the company has added 16 companies since its 2016 collaboration with private equity firm Oval Partners. According to Dan Ruhl, a partner with Oval, FTG pivoted to ensuring the business was on solid ground following the pandemic. Now that the worst of the shutdown is subsiding, Ruhl fully expects the company to return to its pace of five to six deals a year and is currently weighing options for dealers to join its collective. FTG’s platform differs from most in that its umbrella companies have more operational latitude, with leadership remaining intact while enjoying the benefits of a large-scale organization, cross-selling opportunities and economies of scale.

We have to look at data that is more specific, what’s happening right now and what’s expected, as opposed to looking backward through the pandemic period.

– Dan Ruhl, Flex Technology Group

FTG counts 50% of its revenue in the copier dealer space and 50% in managed print. Generally, when contemplating a member addition in a geography where the organization doesn’t already have a holding (an anchor dealership), FTG seeks out organizations that register at least $15 million in annual revenue. That allows FTG to layer in smaller organizations of $5 million or more within that existing holding. An example is Caltronics Business Systems of Sacramento, California, a $60 million performer that has added smaller dealerships to its operations, all under the FTG banner.

Unique Option

The network is essentially brand-agnostic, supporting all OEM lines without seeking to convert a new addition from one line to another. Owners generally remain with the company and effectively buy into FTG as a whole and share in the fortunes of the organization, though in some cases the ownership may step down after a transition period. Largely, FTG is seeking motivated executives who are interested in leveraging liquidity while maintaining their company name and business strategy, and also reinvesting in the platform.

Putting a value on businesses today, post-pandemic, requires a somewhat different approach. “We have to look at data that is more specific, what’s happening right now and what’s expected, as opposed to looking backward through the pandemic period,” Ruhl said. “We have to structure deals more creatively as it relates to how the pandemic influenced profitability.”

UBEO Business Services, with headquarters in Austin and San Antonio, Texas, has been among the most active in the industry, closing out 14 deals in a span of three years. The most recent acquisitions saw UBEO obtain United Reprographic Supply, an HP dealer in Centennial, Colorado, and Austin-based Rainmaker Document Technology, which specializes in electronic discovery and copy/scan solutions. Both were finalized on New Year’s Eve.

According to UBEO CEO Jim Sheffield, the company had about 20 deals on the table when the pandemic struck, with about eight that carried a high likelihood of completion. The pipeline remains quite robust, but Sheffield doesn’t blame sellers for taking a wait-and-see approach.

“We’re constantly looking at the trailing 12-month performance,” he said. “Companies are worth what their cash flow is, to some degree. These owners don’t want to sell their baby during a bad time, so we put a bunch of deals on ice.”

UBEO’s revenue was down between 12% and 15% in 2020, but its profitability was slightly up. Bolstered by that performance and the improving business volumes, UBEO is once again poised to close out a number of deals. In fact, Sheffield estimates the company will finalize three or four in roughly the next 60 days, which portends an active June.

Customer Experience

“I’m a believer that your business is not going to come completely back when it comes to copies per machine or averages you get in your contracts,” Sheffield noted. “We may be looking at this event as something that changed the industry, to some degree. But we’re still bullish because we feel like we do the best job in the industry of taking care of customers. We’re all about that premier customer experience. That allows us to get more market share over time.”

While Sheffield is searching for candidates that offer a cultural match, he also wants dealers that aspire to be the premier customer service experience provider as opposed to the low-cost option. UBEO also has an expansive geographic reach—western states, its Texas-Louisiana-Arkansas-Oklahoma back yard, and the northeast (with three projected deals there on the horizon). As for the southeast, Sheffield is searching for an anchor holding that would be the catalyst for delivering the desired level of customer satisfaction.

In existing territories, UBEO seeks to onboard smaller businesses for which the dealer can provide the resources to help the newcomer penetrate larger accounts that were previously inaccessible. That doesn’t mean UBEO wouldn’t entertain a larger prospect in an existing market. Regardless of size or brands carried, Sheffield is willing to play ball with those firms that share his desire and aspirations to be the best provider and will work with them to hammer out a deal that satisfies both parties.

We may be looking at this event as something that changed the industry, to some degree. But we’re still bullish because we feel like we do the best job in the industry of taking care of customers.

– Jim Sheffield, UBEO

“Going forward, we have to create some terms and conditions for the seller that might provide some light at the end of the tunnel,” he said. “We might have to come up with some more creative ways to look at how we can build value for that dealer seller. Some dealers aren’t quite as confident that they can grow their organization in the headwinds of this pandemic, because it’s certainly not for the faint of heart. Maybe they join us and that gives them more power than a smaller or midsized organization to be more effective in their marketplace.”