Surveys and Research by WAV Group

Brokers Over $2B in Volume Should Prepare for Mediation
Friday, March 15th, 2024 was a watershed day for the real estate industry in the United States. The National Association of REALTORS® (NAR), who had been negotiating with the plaintiffs in the Sitzer/Burnet Antitrust litigation, announced a proposed settlement that covers the entire real estate industry (including all Realtors, Realtor associations, and Realtor-owned MLSs, all Realtor affiliated brokerages) except for brokerage firms who perform more than $2 billion in transaction volume. The NAR settlement comes on the heels of other settlements, including RE/MAX, Anywhere, and Keller Williams. There are about 94 brokerage firms that transact over $2B per year. In the Sitzer settlement, NAR negotiated a buyout for these large firms at a rate of about $2.5 million per $1 billion in trades. Using this math, Compass would have been subject to $2.25 million multiplied-by 228, since they did $228 billion in transactions. However, Compass was able to negotiate $57.5 million. Compass is making two payments. Compass negotiated their settlement in the Gibson and Umpa cases, which covers all plaintiffs in each of the copycat lawsuits – including those in Sitzer. Let's unpack this. Any firm in the $2B club that has been named in any of the copycat lawsuits may go to the plaintiff's attorney and settle. The settlement in any of the cases covers all cases – including Sitzer. Firms would not be required to pay more than once. The attorneys in the copycat lawsuits have a heightened motivation for settling with any of the brokers in the $2B club. If firms do not settle in any of the copycat cases, the judge will tell the plaintiffs to go collect their check from Sitzer. Those lawyers may not participate in the settlement at all, unless they can cajole brokers in the $2B club to settle with them. The settlement terms may be different. As you know, there are a number of terms that eliminate the offer of compensation from the MLS entirely, among other things. NAR makes payments over four years. Compass makes payments over two years. Compass has different settlement terms. If you are in the $2B club and you have not been named in any litigation, your best bet might be to contact the mediator in Sitzer and negotiate a settlement. You have some time to prepare, but not much. The mediation in Sitzer does not start until the court accepts the settlement. What should you do now? Prepare for mediation. Get your attorneys on it. Pay close attention to the settlements that have already been announced, and do some 5th grade math. How much did they agree to pay per agent, or per seller transaction? Is your business model different? How much can you pay? These data points are all helpful in negotiation. WAV Group is not offering legal advice. We help with information and strategic planning. To view the original article, visit the WAV Group

The 11 Positive Side Effects of Brokerage M&A Stimulates Financial and Operational Growth
The title of WAV Group's book exemplifies the purpose of brokerage mergers and acquisitions, Acquiring More Profit. Successful mergers stimulate more transaction volume and profit for the firm, but there are many positive side effects that are often under-appreciated. Since publication, WAV Group has had the opportunity to collaborate with many of our clients to discuss the 11 positive side effects of successful M&A. Today, we'll outline how these 11 side effects stimulate financial and operational growth. 1. Intense focus on change There is an enormous amount of preparation that goes into a successful merger or acquisition. The process of discovery researching into the deep operational bowels of another brokerage will often yield new innovative approaches to improving your business. The process of evaluating if an acquisition strategy is right for you will drive an internal exploration of your own competencies, strengths, wants and needs. 2. Process documentation Every brokerage has developed operational processes. In WAV Group's findings, firms with fewer than 350 agents rarely have their processes documented. This can be particularly harmful in a merger because it makes it much more difficult to train managers and agents on how the firm operates. As a result, processes are defined ad hoc by agents who want to do things the way they have always done things, or managers implement processes at the branch level that vary from branch to branch. Proper process documentation by both firms in a merger allows the companies to evolve their processes to blend the best practices of each firm together and improve the overall effectiveness of the combined entity. 3. Improved onboarding and offboarding Firms with more than 100 agents typically have a checklist for onboarding a new agent. In addition to the many documents that need to be signed, there are introductions that need to be made to support staff, and probably about 22 software applications that need to be configured to the new agent. Often, a successful onboarding experience will validate the agent's decision to join you and become a productive long term asset. Most firms do a pretty decent job of onboarding, but fail to have a documented process for offboarding. What are all of the things that need to be shut off when an agent leaves the firm? WAV Group audits brokerages regularly to align software licenses to shut off applications that they are continuing to pay for agents who have left the firm, shut off agent IDX agreements, etc. During a merger, the firm is onboarding a horde of agents. Proper planning and documentation will allow this process to happen smoothly and delight the agents joining the firm with little or no disruption to their selling efforts. 4. Growth There are enormous economies of scale that can happen in a growing real estate company. Many operational expenses are not linear with the number of agents or transactions. Most firms have excess capacity in their fixed expenses which could be spread over many more agents. Often growth will drive down the cost of business and press the efficiency of underutilized company assets like offices and staff. Companies like Homesmart have created technologies that even support remote office staff. For example, the home office has a team of receptionists who pop up on a screen like a Zoom call when anyone enters the office. They greet the guests on video and either page an agent or help the visitor with anything they need. This process allows a receptionist to greet anyone entering any office any time. There are many other examples of this. The ability to maximize the efficiency of the firm's services to a wider net of agents and clients often produces efficacies of scale. Transaction management, commission management, training, and other regular activities of the brokerage are often underutilized, and the growth of the firm can be supported without additional staffing. 5. Value creation Every firm in real estate is competing amid significant disruption and uncertainty. The scale of a firm in a given market will cast a bright light of industry leadership against mounting margin pressures and the determined efforts to realign costs to sustain market share and profitability. Firms who are active in M&A are constantly strengthening their competitive positioning with smart cost decisions to preserve profits and enable further investment in growth through acquisitions. Firms who view their business value in light of the capital value of their company are often the most efficient managers of expenses and capital. 6. Offset taxes through reinvestment Most brokerage firm owners take a minimum salary to optimize the profits of the firm. At the end of the year, the firm either pays profits out to the shareholders as dividends or pays corporate tax to keep the money in the company for operating expenses. Another efficient way to manage the tax implications of profits is to reinvest operating profit into acquisitions. Losses from one company offset profits in another company. As a result of properly adhering to the tax code, firms can reinvest profits into growth and benefit from the tax savings. 7. Reassess management team and function Every good manager has a superpower. Some are great at training, others are great deal-doctors, some outperform their peers at recruiting, and more. Expanding the company provides an opportunity for management realignment that allows the firm to put the best players on the field in the position that they thrive in. There is nothing more beneficial in a merger than picking up additional management that is equal to or better than your existing staff. This is often called an acquihire – merging the words acquisition and hire into one word. 8. A playbook is an asset WAV Group works with many brokerages to create an acquisition playbook. This is a customized document that is based upon the acquisition checklists that are included in the Implementation System to Acquiring More Profit. (BTW, if you purchase the Implementation Guide, be sure to purchase the electronic version where we will deliver the editable Word and Excel docs that comprise the Implementation Guide. This allows you to customize the checklists to align with your organization.) Having a process that is documented and refined with each merger allows a firm to get increasingly better at mergers. The same is true for opening new offices. Having a list of everything that needs to be done and the assignment of tasks to the people who will take on the tasks is a keynote of preparedness that allows companies to consistently have successful merger outcomes. Moreover, if an opportunity arises quickly when a broker comes to you with an immediate merger need, you will be ready. Leading companies like Compass, Howard Hanna, HomeServices of America, United Realty, and many others have made acquisitions a repeatable science in their business. 9. Expand business units If you look in the rear view mirror to determine how companies maximize financial and operational growth through mergers and acquisitions, you find that the greatest amount of success is delivered through the expansion of business units. Real estate brokerages often have a variety of affiliated businesses that also benefit from the merger of brokerages. For example, at Watson Realty they have business units in mortgage, title, insurance, new home, property management, relocation, along with home service companies like plumbing, electric, landscaping, etc. Companies that merge with Watson not only benefit from their operational expertise and brand, but enable additional consumer services that drive additional margin to the company. 10. Grow firm value Whenever WAV Group speaks to brokers about mergers and acquisitions, the top question is what multiple of profit are companies trading at today. Our answer is always a range – 3x to 7x profit. But that is a small part of the answer. Many times, a company can be unprofitable but growing at a remarkable pace. For example, Compass is currently valued at $1.7B but has rarely demonstrated an operating profit. Even if your brokerage is not profitable, it has value. Last year, a client of ours did an acquisition where the seller brought a check to the closing table. The overall observation made by WAV Group over the past decade is that larger firms trade at a higher value than smaller firms. A company that is operating in the top-third in an area's market share is worth more than a small firm operating in the bottom-third. Rolling up a bunch of small firms in a market to create a large firm is a great strategy for using growth to improve the value of a business. 11. Shared services Many real estate companies have staff who are jacks-of-many-trades, masters of none. As firms grow, they are able to dedicate staff members to single roles rather than multiple roles. Rather than have multiple staff members responsible for a variety of operational activities, those staff members can be dedicated to fewer activities across a wider organization. It is vital that these opportunities for shared services are explored before and after a merger to streamline the organization and eliminate duplicate and inconsistent work. As you can appreciate, mergers create many important side effects to improve the performance of a brokerage firm beyond increased market share, transaction volume, and profit. Be sure to purchase a copy of Acquiring More Profit and our Implementation Guide to get started on your M&A journey. If you need a valuation on your company, if you are thinking of selling, or there is a company that you would like to buy, please reach out to us to schedule a confidential discussion. We will immediately schedule a discovery meeting. To view the original article, visit the WAV Group

Best Way to Build Your Brokerage M&A Strategy
Last week, the WAV Group M&A team hosted a webinar for more than 300 brokers as the final episode of our webinar series for our book, Acquiring More Profit. In our final episode, co-author George Slusser and I reviewed the final stage of a merger – "Evaluating Your Results." We welcomed Nicole Rideout Hartwick of Gibson Sotheby's and Matt Rand of Howard Hanna Rand Realty as panelists. Both firms close numerous acquisitions each year. Immediately after the webinar, a number of brokers who have never executed a transaction before reached out to get advice on how to get started. A lot of this information is in the book, but one item that we did not write about is a self valuation. Are You a Buyer or Seller? The first question that a brokerage should answer for themselves is if they are a buyer or seller. Regardless of size, this is always the most important question to explore. We all know that if someone came along with an unbelievable offer, it would be a no-brainer to sell. However, the regularity of unbelievable offers is extremely limited, especially in a low margin business like real estate brokerage. Similarly, if someone wanted to give you their brokerage because they are tired of running it, most firms would accept. This is also an unlikely scenario. The best way to answer this question is to have a valuation done on your business before you initiate conversation with another firm about a merger or acquisition. WAV Group can perform the valuation for you, or you can use the worksheet offered in our Implementation Guide and do it yourself. Either way, you can start out by looking at your own business. You must evaluate the business as if a "third party" absentee owner was involved. Adjustments are made for what expenses they may need to add, or what expenses they would not need to incur. Be honest about the true profitability of your firm, not just what the financial statements might tell you. Would you buy your brokerage today? Would you sell it for the multiple of EBITA ranging from 3X to 6X? Exploring the question of being a buyer or seller of your company is the best way to understand as to whether you are in fact the buyer, and when you might be the seller. Trade Multiples Today, smaller firms are usually trading for 3X to 4X of the trailing 12 months' Adjusted EBITDA, but larger firms with more than $1 billion in transaction volume are likely to see 5X to 6X. These are general numbers that will simply get you into the ballpark of what brokerage firms are trading for. The terms of the deal can move the needle on the multiple in many ways. Like an AVM, these multiples get you close, but your company is worth the exact amount that you are willing to accept from a buyer – driven by many motivations, synergies, opportunities, and culture. Some firms simply fit together very well, producing higher valuations. At other times, the fit is OK, leading to lower valuations. It's like the perfect house vs. an adequate house. Other Getting Started Basics Data helps. Nearly every broker is looking at marketshare data every month. Most firms can use the knowledge about a competitor's commission plans and the local operating costs to estimate how a brokerage is performing. Use those market share reports and your knowledge of the key agents at a competitive firm to define your prospect list. Meet with potential candidates. George Slusser often likes to use the analogy of "It's Just Lunch" to discuss prospecting for M&A trades. Compatibility and culture are the ingredients that make for great transactions – far more impactful than the price paid. Price is what you pay, value is what you receive. In our webinar, Matt Rand shared a story about a merger that took nine years to happen! The important lesson here is that you need to get out and socialize with your competitors, much in the same way you recruit agents. It's a sales pipeline. Some owners do not like the prospecting part of M&A, which is fine. If you are looking to buy or sell, WAV Group can get you started. You need to be prepared to take the meeting, but we can help you get there. Once you get started, keep going. Rinse and repeat. There are 180,000 operating real estate brokerages in America, according to NAR estimates. Lots of fish in the pond. Start casting! To view the original article, visit the WAV Group