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Education




        Size                                                                       Growth

        Size is simple and doesn't require a lot of explanation. Small ISOs, as a func-  No growth = no market interest. If
        tion of merchant count, are not highly sought after. There's minimal, nominal   your ISO is running at anemic, flat-
        growth. They also require pushing the same amount of paper in a deal as larger   line, or negative year-over-year, top-
        ISOs, but without a commensurate payoff.                                   line growth, your proverbial goose is
                                                                                   cooked. After all, what do you think
        Furthermore, and the primary reason small ISOs don't attract would-be buyers,   the primary driver for acquiring
        is  risk  concentration.  Small  ISOs  have  small  merchant  portfolios  (number  of   your ISO is? Some might ask then
        accounts), which have an inherently high-risk concentration. As such, for most   what about bottom line growth? Net
        smaller ISOs, the cost/benefit analysis of the buyer makes it unlikely that they'd   income? EBITDA?
        be acquired.
                                                                                   Well, here's the thing, when a sophis-
                                                                                   ticated buyer looks at a payments
                                                                                   property  with flat  top-line growth,
                                                                                   but decent bottom-line growth, a
                                                                                   flag is immediately raised. The buyer
                                                                                   is going to rip apart the P&L, looking
                                                                                   for an explanation. In most cases, it's
                                                                                   because the seller, in preparing the
                                                                                   property to go to market, knew the
                                                                                   ISO  had  poor  top-line  growth  and
                                                                                   started slashing expenses to pad the
                                                                                   bottom line. Now, it could be argued
                                                                                   that that in itself isn't problematic,
                                                                                   but if the expenses being slashed are
                                                                                   necessary for the continued opera-
                                                                                   tion of the business, then this strat-
                                                                                   egy kills any market appeal.

                                                                                   There is one exception to growth as a
                                                                                   market killer that's worthy of note. If
                                                                                   your company technically qualifies
                                                                                   as a payments processor but its pri-
                                                                                   mary product and service offering
                                                                                   is technology for certain verticals,
                                                                                   growth could be overlooked if, and
                                                                                   this is a big if, your technology has
                                                                                   the potential to produce a hockey
                                                                                   stick shaped top-line trend line for
                                                                                   revenue in the next 12 to 18 months.
                                                                                   This is not something we frequently
                                                                                   see, but we have been seeing it more
                                                                                   and more these days as increasing
                                                                                   numbers of ISOs are embracing tech-
                                                                                   nology  via  building  it,  buying  it  or
                                                                                   partnering with it.


                                                                                   Adam T. Hark is Managing Director of
                                                                                   Preston Todd Advisors. With over a decade
                                                                                   of consulting in the payments and finan-
                                                                                   cial technology sectors, Adam advises clients
                                                                                   on M&A, growth strategy, exits and business
                                                                                   and portfolio valuations. He can be reached
                                                                                   at adam.hark@prestontoddadvisors.com or
                                                                                   617-340-8779.





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