The Current State of Mergers and Acquisitions (2019)

15 April 2019 | 24 Comments

A few years ago, a company explored the possibility of acquiring Stonemaier Games. They approached me about it, and even though it wasn’t something I had previously considered or was actively seeking, I wanted to learn from the process. So we talked a few times, and nothing came of it (except this article).

Roughly 2 years have passed, and even though we’re still not actively seeking investors, we’ve received a few different types of offers during that time. A few of the offers are partial investments–people who are interested in spending $50-$300k to acquire a few shares of Stonemaier Games (we’re not a publicly traded company, but our ownership is broken down into 1000 shares, 901 of which are owned by me).

I really appreciate the partial investment offers–those are not small sums of money, and it feels good to know that other people believe that much in Stonemaier Games. It’s also nice that those offers wouldn’t impact the way I run the company. I don’t take any of that for granted, and I’m open to hearing from other investors at this level (contact@stonemaiergames.com). However, at this point in time, they also wouldn’t really add anything other than a temporary boost to cash flow. Also, it doesn’t help that having more shareholders complicates taxes quite a bit.

Then there was a bigger opportunity from an entertainment company that has floated the idea of a merger or full acquisition. This is not uncommon in the tabletop games industry, especially over the last few years.

There isn’t an offer on the table, just an exploratory process. I experiment with different options all the time at Stonemaier Games.

It was this opportunity that made me revisit my previous post on this topic. I’ll skip over the sections feature questions for the buyer and previously acquired companies, as they remain unchanged. My updates are to the following section:

Questions for Yourself

  • Are you happy with the way things are? Just because a company is interested in buying Stonemaier Games–even at a fair price–doesn’t mean it’s a good fit. There’s always plenty of room for improvement, but I’m very happy with what my company is, as shown in our most recent stakeholder report.
  • Is the acquiring company offering assets (beyond financial) that will make your life and your company better? This is a question I struggle with, because all of the assets I need for Stonemaier Games to function are already in place. Could they be marginally better? Perhaps.
  • Will the deal let me do more of what brings me joy with no regrets? It’s certainly a good opportunity to take a step back and consider if I enjoy running a company or if I’d rather just do one specific thing and let a team of other people handle everything else. For me, I really enjoy the variety of my daily schedule.
  • How much of a say do you have in the decision? I own 90% of Stonemaier Games, so while I include the other owners in important decisions, the final decision is mine to make. You might be in a very different position based on your ownership level. Another way to look at this is “Do I owe it to my investors to take this deal?”
  • Do you mind answering to someone else? I answer to other people all the time! :) The one thing that concerns me is having poor leadership–I’ve had bad bosses that impacted my ability to manage projects and people, and I don’t want that to happen again. However, if their leadership has similar philosophies and principles as I do, this may not be an issue.
  • How secure do you feel about your future? The future is just as risky as it is exciting. If I receive an offer today, there is a certainty in it that can’t be matched by an unknown future. That alone isn’t a reason to accept an offer, but it’s certainly a factor I consider.
  • How much control do you want? I really like that Stonemaier Games hasn’t ever sought accelerated growth. We publish 1-2 new games each year and a few complementary products (while reprinting and supporting older content), and I like having control over that type of growth, as I feel it’s the most respectful to our frequent customers.
  • Does this deal protect the products and people I care about? This extends to my customers, part-time employees, independent contractors, partners (distributors, international publishers, manufacturers), etc. There are people whose entire business (or a significant portion of it) is tied to Stonemaier Games or one of our brands. I feel that I have a moral obligation to those people.
  • How much is your company worth? This is a tough one to answer because my company is only worth what someone else is willing to pay for it. There is no standard valuation formula that applies to every company or every industry. However, this could be a reason to enter the fray of the acquisition process, as I could walk away from it with a much clearer view of how investors perceive the value of Stonemaier Games.
  • What’s the minimum offer you would consider? I think it’s worth figuring out this price early on in negotiations so I don’t waste the investor’s time and they don’t waste mine. My number fluctuates, and it depends on the other factors mentioned here.
  • Do you want to continue to run your company, or are you ready to focus on something else? Acquisitions typically either focus on the people, the intellectual property, or both. I think I would prefer the latter, as I would like to continue doing what I love and serve the IPs I’ve helped to establish.
  • If you continue to run your company, what types of changes to your routine are you worried about? I rather like working from home, and I wouldn’t enjoy having to attend a bunch of meetings every week–I like that I only have 1 each week in my current schedule. I also really enjoy the sheer variety in my daily and weekly routine.
  • How will your existing fans perceive the acquisition? I’ve had a few people tell me, “I sure hope you don’t sell out.” I’m always intrigued to hear that, and I’ve tried to dig deeper when possible to better understand what they’re saying. At the very least, it’s a good reminder to me that the way people perceive my company can change based on if we’re acquired and who acquires us.

***

Have you ever been approached about a partial or full acquisition? What are some additional questions you think are worth asking? And when a company is acquired in an industry you follow, how does your perception of them change?

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24 Comments on “The Current State of Mergers and Acquisitions (2019)

  1. Your answer to “Does this deal protect the products and people I care about?” raises some other questions. Specifically, do you have plans in place for what happens to Stonemaier if you are incapacitated and temporarily or permanently unable to lead the company in your current capacity? Is there anyone who can takeover your work if the unthinkable happens, and are there people you trust to make the right decisions in your absence.

    On the one hand you have a limited say in what happens beyond your own abilities. But as you have identified a “moral obligation to” “my customers, part-time employees, independent contractors, [and] partners” I think it would make sense to have some sort of business continuity plan. I’ve been a part of these plans in the past and it’s weird to think of a company having to plan for what happens beyond key personnel being around to guide the company, but as they have a sense of similar obligations it therefore follows that they have to have some sort of plans to keep things going as much as possible. I also know how hard it is to follow people’s wishes when they haven’t left concrete plans of what they wanted to be done when they are gone.

    I realize this is a much heavier question than you probably intended to spark with this article, but I think it’s an important one for owners of small companies to consider to ensure that the legacy of their companies isn’t tarnished in a way they never intended.

    1. “do you have plans in place for what happens to Stonemaier if you are incapacitated and temporarily or permanently unable to lead the company in your current capacity? Is there anyone who can takeover your work if the unthinkable happens, and are there people you trust to make the right decisions in your absence.”

      Yes, we do have a plan in our operating agreement. It isn’t a great plan–in such cases, I don’t know if there’s such thing as a great plan where everything works out just fine–but there is a plan.

      1. This is actually an area that has intrigued me a lot over the past few years. (SM acquiring company’s)

        For a variety of reasons I think that you would be a great operator. Along with all the other benefits you bring to the table such as your reach, your industry relationships, your processes etc.

        I know SM games focuses on a very specific type of product, but you could not dilute your brand while still getting growth by acquiring smaller publishers that may have neat products but don’t actually have the reach to get it in the hands of all the people that enjoy it.

        I mean imagine all the “Sushi Go’s” out there that only sell 1000 copies because they are done by a first time publisher with virtually no reach, when if that same game was pushed into the market by you it could well be on its way to 100k+ copies.

        1. Cody: Funny you should mention Sushi Go–it’s a game that I briefly considered trying to acquire very early on in my company’s inception. I didn’t, and I’ve regretted it a little bit.

          I appreciate what you said about me being an operator. At the same time, I try to be very careful about how I use the overarching reach of Stonemaier Games. Sure, I talk about other games all the time on YouTube and Instagram, but I feel like I need to be very careful about the content I share on our e-newsletter, as people have signed up there very specifically to stay in the loop about Stonemaier Games. If I went from broadcasting 2 new games a year on that newsletter to 12 new games, that’s a big difference, and it could fray that trust. I’m not saying I wouldn’t ever acquire another company or an existing IP (e.g., the Sushi Go example), but I think it would be very rare and very intentional.

          1. I specifically mentioned Sushi Go because I know the audience I was talking to ;)

            I definitely understand the caution it not diluting the SM brand reach. I know it becomes more work, but I would imagine you would manage a separate newsletter/everything for each brand.

            This way you would just have a 1 time or every so often mention (or something like the SM champion at the bottom of your blogs) which would make people aware of your other brands and give them permission to buy into that brands updates as well without making SM only fans have to get Sushi Go updates :)

            But I assume your 30k+ newsletter subscribers are interested in other games besides just SM games, and then there is the whole audience within there that are Jamey fans, not just SM fans and would want to support any brand you were in charge of.

            Just some food for thought :)

          2. “I assume your 30k+ newsletter subscribers are interested in other games besides just SM games.”

            I agree with that as well. That’s one of the reasons I talk about other games on YouTube (which reposts to the Stonemaier Facebook group and Twitter). I think what I’m saying is that I can share my love with games from a variety of publishers without having to actually publish those games. :)

  2. All the reasons you list really suggest you would be happier keeping the business. Working from home and no meetings are a blessing that can’t be ignored

  3. I work for a private company that has protections in our corporate charter that prevent the company from being acquired or going public. Operating as a private company means we can do things because they are the right thing, even if it means losing money. I don’t know if I owned a company if I would be as adamant against acquisition. But the reasons behind it are solid. In our industry, we’ve seen a lot of competitors come and go as a result of acquisitions. In most cases, a strong company ends up getting acquired, being absorbed into the larger acquirer, and then disappearing.

    So my biggest question if I were in your shoes is whether you will be able to ensure that Stonemaier games can continue to be Stonemaier games under the new ownership. Will you be free to continue to operate as you have been? Or will the acquirer exert day-to-day control over how you operate.

    1. I like this a lot, Adam” “we can do things because they are the right thing.” And sometimes it’s more than just the right thing–it’s the fun thing or the surprise thing. As you questioned here, it would be very important for me to retain that freedom and those principles even under new ownership.

  4. Agreed, sounds like you shouldn’t sell.
    1. You seem to be happy with the way things are going.
    2. You seem like the kind of person who is not in it only for the money.
    3. The statistics indicate that most M&A fails. The acquirers tend to overpay, are then not happy with results and end up cost cutting to increase the bottom line.
    4. Do you have examples of people like you, who are passionate about their business, who sold and ended up happy with the results? Do you have examples of ones who ended unhappy? I think you would find more people in the later camp…

    1. Eric: Thank you for sharing, particularly this part: “The statistics indicate that most M&A fails. The acquirers tend to overpay, are then not happy with results and end up cost cutting to increase the bottom line.” That makes sense to me, and I hadn’t thought about it.

      I don’t know a lot of people who have sold any company, but that’s an interesting question. Two years ago I did talk to someone in the industry who had sold their company (and continued to operate it), and they seemed to indicated they were happy with the result.

  5. Jamey,

    The mere fact that you make posts like this and ask for feedback speaks volumes about you personally and professionally. I am in no position of past experience nor future endeavors that would allow me to reply from the perspective of a peer in the industry. However, I hope to share from the perspective of a(n otherwise industry “outsider”) board game enthusiast.

    Your impact and presence as an individual and as a game publisher on the industry from where I sit is a breath of fresh air.

    You care. You care about more than just the money. It’s not that bigger companies don’t care, but I think the bigger the company, the higher probability that the caring gets diluted, lost in translation, or possibly worse. If I were in your position, it is likely that I would sell the studio (to the best intentioned buyer I could find) with little to no involvement in the business after the sale. It’s not that I wouldn’t care, but I don’t have the same interest or skills as you to run a successful board game business. Thank goodness it is you and not me in the position to make these kinds of decisions!

    As indicated by your post mulling over a self imposed limit to game designs you publish, you value quality over quantity. And whereas you certainly publish add on content for some of your titles, I don’t believe you are simply churning out more product that you know will sell because it has a certain name slapped on it. You release it because it belongs in the line and because you believe in it. Ask yourself if you are ok to potentially go in business with people who will want to crank out as much content as possible because they know the brand name will sell.

    This is what you do, you do it well, and you clearly would continue to do it regardless of how much you could make by selling or merging. Keep doing it this way until you feel differently. When you no longer want to be as active in designing and/or publishing, reassess. At that point, sell. Or maybe just close up shop with the satisfaction that you have made a lasting, positive impact on the industry.

    1. Abe: Your comment echoes so many of the things I strive to achieve with Stonemaier Games, and your last paragraph offers fantastic advice that makes perfect sense to me. Thank you for taking the time share this.

  6. First, let me say how much I admire your leadership and your transparency. I am relatively new to the Stonemaier Games audience, and I love how open you are about what is going on in your business and the tough decisions that you are making or being approached with. Being acquired or acquiring another company are both fantastic experiences and opportunities and I love that you reflect on the non-financial variables. Obviously the merger/acquisition would need to have a financial benefit otherwise it simply wouldn’t be worth the headache. But even if it does make financial sense to do – what cost does it have? As everything has a price – especially your time and freedom. Your work/life balance would certainly be altered – and is that something that helps or hurts you? Would it be nice to be able to delegate some of your responsibilities more? Perhaps – as long as they could do it at a comparable level (or better) than what you could do. Good luck to you with all these tough decisions. You seem like a CEO that understands the value of your brand. I know you’ll continue to make the best decisions for your company.

  7. Jamie,

    First, I’d like to say that I really enjoy your articles and the leadership you show. And especially, as has been mentioned, your transparency. So far, not knowing everyone in the industry, I only see this degree of “being yourself and telling it like it is” in you and in Carla Kopp of Weird Giraffe Games.

    Thank you for being yourself with us!

    M & A — Here is a whole different point of view regarding your current post. Another facet to this discussion.

    Over time, I have seen a number of economic downturns. Companies ride the crest of a wave, sometimes for years, and then crash in the breakers or get swept out to sea. Meanwhile, only a few giants survive. Some happily and some not so much.

    It happened with microcomputers.
    And, historically, several times and to varying degrees, in the stock market itself.

    It has happened with housing booms and subsequent crashes in city after city as well, again, over time. And in many other industries.

    But I think the case of microcomputers will make my next point very well.

    This is only a theory, or maybe just a feeling in my bones, but I believe that the hobby games industry as a whole will shrink rather than grow at some point in the foreseeable future.

    Why?

    Well, principally due to mergers and acquisitions (as an outward explanation) but also due to the shifting sands of the US economy and the world economy itself.

    My guess is that in 4 to 7 years from now (just before President Trump exits office or within 2 years of his exit – should he win next year’s election, that is) the economy will falter.

    It has happened before and it will happen again. And the US will then be facing some form of war or strife or perhaps something closer to home. Some American cause and effect that leads to wide-sweeping economic change.

    I’m not a pessimist. And I won’t wave the “I’m a realist” flag either. It’s just that I feel that we are now in a wonderful period of growth and expansion. Liberal feelings and an all around “help-one-another” spirit in the hobby games industry.

    So, …

    Can it last forever?

    Or should you (and the rest of us) also consider what might happen should good turn to bad or at least a bit less wonderful than it is right now?

    And might a merger or acquisition (now or within the next few years) be the way to go?
    Or might than action in itself (taken by an indie giant, if you will, such as yourself) do more harm than good?
    Perhaps signaling (pre-maturely) that the party is over?

    Whoa! Shut me up! But, nevertheless, these are the thoughts that sped through my mind as I read your post and all the well-conceived comments.

    And, as I stated at the onset, it’s just another point of view. Maybe one we should consider. Or maybe one to dismiss – for now.

    Don – Black Harbor Games

    1. Thanks Don! I’m honored that you mentioned me in reference to Carla–I’m a big admirer of her work.

      This delves into what I mentioned very briefly in terms of risk. The future is uncertain, and while I hope I’ve done things to make my company successful for a long time, there are so many factors (many out of my control) that will impact us over time. So I have to take that uncertainty–and all the factors you mentioned–into account when considering our current options.

  8. “..marginally better? Perhaps.” Oh com’on Jamey, your company is making money, and your good at it. But you’re a fraction of what you could have been, you need someone who can take your company to the next level, the North Star, Days of Wonder levels. Its been a good while since I’ve seen or heard you talk about getting to the next level. I wonder, for you (and your investors) what that means?

    You’ve mentioned that Alan is willing to be harsh with you when it comes to game design but what about other aspects, who are you accountable too in those areas?

    I’m not asking to seek answers but so you can seek them for yourself.

    Cheers,

    Kevin

    1. Days of Wonder is/was solid. Now they are just a part conglomerate. I think if you look at the momentum of Stonemaier vs DOW, you could make a case for Stonemaier gaining more momentum. For example, Wingspan vs. the River. Furthermore, if you could draw comparisons to music groups, you could make the argument that whereas “selling out” by signing the major label contract can get you more money and a larger fanbase, you may potentially lose some of your loyal fanbase and credibility. It seems to me there is often a sweet spot that companies hit before becoming bloated, diluted, or less relevant. If I were in the position Stonemaier is in now, I would want to stay in it as long as possible without becoming stagnant or losing creativity.

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