I mean, its nice from a network operator aspect if they have solid tech, but 
money people usually only look at revenue, and probably don’t really know what 
those white things hanging on a tower are, or how many things tied to a utility 
pole is a good number. There’s lots of companies that spend a year fattening up 
the revenue by hollowing out the core, heck that’s the playbook for Wall Street 
M&A. Dump a bunch of employees and look for the next sucker to buy a hollowed 
out company. Sure, it hollows out the soul of the industry and eventuallly the 
country en masse, but that’s some other guys’ problem.

> On Dec 16, 2024, at 7:28 AM, Mike Hammett <af...@ics-il.net> wrote:
> 
> *nods* and a diligent buyer should look at trends over a few years. Did capex 
> or payroll inexplicably drop a year or so before the sale? That should be 
> part of things that you plan for before your offer. "Hey, I saw that you're 
> running half of your backhauls hot *and* you haven't bought any for two 
> years. I'm gonna knock that off the purchase because you likely set this up." 
> Obviously, more delicately than that.
> 
> I've also told my money people that when doing acquisitions, they need to 
> plan some percentage of the purchase price to be spent in the first 90 days, 
> 180 days, etc. improving things. I've heard so much about botched 
> acquisitions because of the lack of attention to the network during the 
> transition time (Rise was like 2+ years out at one point) that by the time 
> they were done with the integration, their purchase was only a shell of its 
> former self. Maybe you need to buy some more backhauls, more APs, maybe you 
> need to implement QoE, etc. Part of my strategy is also more dark fiber 
> deeper in the network. Trade opex for capex. One network I was looking at was 
> spending like $6k/month on DIA. I would have spent less than $6k/month on a 
> pair of glass from Cermak through their network to the rest of our network 
> and then I'd have nearly infinite capacity able to be dropped in more places 
> in their network for resiliency and capacity.
> 
> 
> I guess conversely to cutting spending to make the financials look better, 
> also look for expansions that were done "cheaply" and with little support to 
> make themselves look bigger for the acquisition. That's exactly what T6 did 
> when they expanded through our area before selling to JAB. To really be able 
> to capitalize on those hasty expansions, you'll have to swap omnis for 
> sectors, cheap radios for better radios, do the marketing that they hadn't 
> yet done, etc.
> 
> 
> 
> -----
> Mike Hammett
> Intelligent Computing Solutions <http://www.ics-il.com/>
>  <https://www.facebook.com/ICSIL> 
> <https://plus.google.com/+IntelligentComputingSolutionsDeKalb> 
> <https://www.linkedin.com/company/intelligent-computing-solutions> 
> <https://twitter.com/ICSIL>
> Midwest Internet Exchange <http://www.midwest-ix.com/>
>  <https://www.facebook.com/mdwestix> 
> <https://www.linkedin.com/company/midwest-internet-exchange> 
> <https://twitter.com/mdwestix>
> The Brothers WISP <http://www.thebrotherswisp.com/>
>  <https://www.facebook.com/thebrotherswisp>
> 
> 
>  <https://www.youtube.com/channel/UCXSdfxQv7SpoRQYNyLwntZg>
> From: "Ken Hohhof" <khoh...@kwom.com>
> To: "AnimalFarm Microwave Users Group" <af@af.afmug.com>
> Sent: Monday, December 16, 2024 9:07:56 AM
> Subject: Re: [AFMUG] KBB for multiples?
> 
> Oh, one other random thought.  Some years ago there was a change in tax 
> treatment for capital gains, I forget the details, but anyone thinking of 
> selling their business wanted to do it before the change.  And various 
> consultants and people on the news radio business report telling you how to 
> stage your business for sale.  Basically, how to inflate the EBITDA.
>  
> Accelerate revenue, but mainly cut costs.  Fire people, stop doing 
> maintenance and equipment upgrades, stuff like that.  Usually that doesn’t 
> bite you in the ass immediately, but it can make current year EBITDA look 
> better.
>  
> So something to watch out for.  In the situation you describe, probably not a 
> factor.
>  
> From: AF <af-boun...@af.afmug.com> On Behalf Of Dev
> Sent: Sunday, December 15, 2024 11:51 PM
> To: AnimalFarm Microwave Users Group <af@af.afmug.com>
> Subject: Re: [AFMUG] KBB for multiples?
>  
> This also got me thinking:
>  
> Who is the buyer and seller? Or really, why the sale is taking place. I’ll 
> start.
>  
> Seller got injured, unlikely to return to climbing towers. This in parallel 
> with a focus on a sister business that’s more exciting in their current 
> situation, and is capturing their attention to the detriment of [W]ISP.
>  
> Buyer can more reasonably coordinate frequencies and technologies and there’s 
> a decent mesh. Buyer looking at what is the ‘amplifying’ effect of having a 
> unified fabric across a service area, more POP’s, easier to backfill in order 
> to concentrate on specific projects, like fiber to an MDU or some such. Buyer 
> doesn’t have to upgrade much or any of their systems to onboard Seller’s 
> customers, just helps scale.
>  
> And then there’s the due diligence, I feel like in some ways we’re shinging a 
> bright light into their closets, which feels overly personal really, but 
> necessary. “Oh, I’m sure they’ll assign that contract”. Sure. Let’s have a 
> look at that contract and contact them. Stuff like that.
> 
> 
> On Dec 15, 2024, at 3:42 PM, Ken Hohhof <khoh...@kwom.com 
> <mailto:khoh...@kwom.com>> wrote:
>  
> Sorry, I don’t have an answer to your question, but I do have a few thoughts.
>  
> One, I remember long ago taking a business school class that covered M&A, and 
> it stressed that acquisitions typically happen when the assets are worth more 
> to the buyer than the seller.  Many ways this can happen, like you may have 
> synergies that lower costs, or additional products and services you can sell 
> to the customers, or economies of scale, or a way to repurpose assets like 
> real estate.  You may be looking a acquiring a company with low EBITDA but 
> your existing staff can take over all sales, installation and support and you 
> won’t need their people.  If they have office space, you may not need that.
>  
> Two, at this point in time, I don’t think you can value an ISP (especially a 
> WISP) without accounting for BEAD but also the new administration.  My gut 
> tells me you need to look short term, especially with a WISP.  You are buying 
> a revenue stream, I would look at revenue or free cashflow over the next 1-2 
> years in addition to EBITDA.
>  
> Three, it depends on whether we are talking a cash sale or some sort of 
> seller financing.  Deals are done for something like seller gets X% of the 
> revenue for Y months.  That also allays some fears of overstated customer 
> count or revenue numbers.  If you are willing to pay cash, I would expect the 
> seller to demand less because he’s probably not going to get a lot of cash 
> offers.  More likely seller financing or stock swap.
>  
> From: AF <af-boun...@af.afmug.com <mailto:af-boun...@af.afmug.com>> On Behalf 
> Of Mike Hammett
> Sent: Sunday, December 15, 2024 2:40 PM
> To: AnimalFarm Microwave Users Group <af@af.afmug.com 
> <mailto:af@af.afmug.com>>
> Subject: Re: [AFMUG] KBB for multiples?
>  
> As someone about to be stepping into acquisition mode, I'd like whatever 
> resources people have in that realm as well.
>  
> Well, I mean even with "straight EBITDA", surely people are still discounting 
> or adding on attractive or unattractive variables. There are a ton of things 
> that can affect value that don't show up in financials.
> 
> 
> 
> -----
> Mike Hammett
> Intelligent Computing Solutions <http://www.ics-il.com/>
>  <https://www.facebook.com/ICSIL> 
> <https://plus.google.com/+IntelligentComputingSolutionsDeKalb> 
> <https://www.linkedin.com/company/intelligent-computing-solutions> 
> <https://twitter.com/ICSIL>
> Midwest Internet Exchange <http://www.midwest-ix.com/>
>  <https://www.facebook.com/mdwestix> 
> <https://www.linkedin.com/company/midwest-internet-exchange> 
> <https://twitter.com/mdwestix>
> The Brothers WISP <http://www.thebrotherswisp.com/>
>  <https://www.facebook.com/thebrotherswisp>
> 
> 
>  <https://www.youtube.com/channel/UCXSdfxQv7SpoRQYNyLwntZg>
> From: "Dev" <d...@logicalwebhost.com <mailto:d...@logicalwebhost.com>>
> To: AF@af.afmug.com <mailto:AF@af.afmug.com>
> Sent: Friday, December 13, 2024 12:03:41 AM
> Subject: [AFMUG] KBB for multiples?
> 
> Okay, there’s no such thing as Kelly Blue Book for valuing multiples if 
> you’re acquiring a [W]ISP, but is there some kind of guidelines, like we’ve 
> already established a negative multiple for obsolete PMP 320’s, but what are 
> 450’s worth per sub? What about Tarana G1/G2? Fiber is sort of more knowable. 
> I guess UBNT is probably pretty low. Someone has to have guidelines/rules of 
> thumb, in case you choose not to do straight EBITDA.
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