Middle Market Private Equity M&A Activity – Q1 2020

Click to Download:  Middle Market Private Equity M&A Activity – Q1 2020 Market Valuations Shift

Executive Summary

Valuations Heightened

The simple average Enterprise Value (EV) to EBITDA multiple of 7.4x for Q1 2020 was marginally higher than the previous four quarters. This was the net result of a shift in sentiment considering size and industry factors.

Size Premium

Size became an even greater pricing consideration for the middle market as transaction multiple variances widened for acquisition targets above and below $50 million.

Continued Use of Leverage

Total debt to EBITDA remained at 3.9x from 2019. Senior debt to EBITDA rose steadily to 3.5x, up from 3.2x and 3.0x in 4Q and 3Q 2019, respectively.

Distribution Takes the Top

Transaction multiples for the distribution industry sharply rose above the health care services and technology industries for the first time over the past five years.

Based on our review of GF Data’s latest M&A Report, the reported results for Q1 2020 display a slight increase in transaction multiples, contrary to previous, first-quarter declines.  Although enterprise value (EV) to EBITDA multiples rose to 7.4x, an increase of 0.3x from Q4 2019, material shifts occurred between company size and industries as a result of the COVID-19 pandemic. The total number of reported Q1 2020 transactions remained normal at 62. Most of these transactions took place in the first two months of the quarter before business conditions weakened in early March.

Middle Market Private Equity M&Amp;A Activity - Q1 2020

Average EV/EBITDA transaction multiples increased for the larger companies in the $50 – 250 million enterprise value range and decreased for the smaller companies in the $10 – 50 million range. The increased market uncertainty likely caused a premium to be paid for the larger and perceived safer, companies.

Industry Analysis

We analyzed industry average EV/EBITDA multiples of acquisition targets to gain a more in-depth understanding of how the market perceived industry risk and growth prospects as COVID-19 began to disrupt the marketplace during the first quarter. Approximately 80% of the reported deal volume comprises four industries: manufacturing, business services, health services, and distribution.

Middle Market Private Equity M&Amp;A Activity - Q1 2020

The average EV/EBITDA transaction multiple for health care services experienced a steep decline to 7.4x in Q1 2020, down from 8.4x in 2019. The health care services industry has been negatively impacted in the short-run by the COVID-19 pandemic, as both practices and patients avoided preventative check-ups and elective treatments.  On the contrary, the distribution industry average EV/EBITDA multiple increased markedly to surpass all other recorded industries. The distribution industry was valued extremely high in the first quarter as consumer e-commerce presence and demand for deliver-to-door goods grew considerably. Manufacturing and business services transaction multiples remained approximately the same over the last few years. The technology industry experienced a dip in its average EV/EBITDA valuation multiple to its lowest level since 2016. There was no recorded Q1 2020 transaction data for the retail and media telecom industries.

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Middle Market Private Equity M&Amp;A Activity - Q1 2020

Michael Hanan

ASSOCIATE
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The information presented here is not nor should it be treated as investment, financial, or tax advice and is not intended to be used to make investment decisions.

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Illiquid vs. Insolvent – Understanding the Difference

Click to Download:  Illiquid vs. Insolvent: Understanding the Difference

Executive Summary

The Issue:

Companies are facing cash shortfalls as they struggle to reopen from the COVID-19 lockdown.  Companies facing short-term liquidity challenges can seek new cash sources, such as the government’s Payroll Protection Program “PPP” or a bank line-of-credit.  However, certain companies may never achieve the revenue and profitability necessary to remain viable as a going-concern and may ultimately be forced into bankruptcy.  Understanding whether your company faces a liquidity or solvency issue will allow you to most efficiently utilize your available resources.

Illiquid vs. Insolvent

Operating models of illiquid companies may be viable in the long-term, but cash issues could arise in the near-term due to poor cash management or an exogenous shock to the company’s operating performance.  Insolvent companies, on the other hand, have an unsustainable operating model to support operating and debt obligations over the long-term.

What Needs to be Done?

A complete understanding of the company’s financial obligations and operating outlook is necessary to understand whether the company is experiencing a liquidity or solvency issue.  Companies which are publicly traded or have bank debt may require solvency opinions to be performed.  ValueScope’s team of experienced financial analysts and consultants can help you understand what your options are to get through this difficult time.

Our team of professionals provides:

    • Experience- we’ve conducted solvency and liquidity analyses for clients across the country
    • Credibility- Ph.D.’s, CFA’s, CPA’s, ASA’s, CVA’s, and MBA’s
    • Independence- we have the personnel, expertise and research resources to provide the assurance you require for a solvency opinion

The Issue at Hand

As businesses have been unable to fully function because of the COVID-19 pandemic, governments have stepped in to provide stimulus packages to equip them with the resources to survive the short-term.  In the United States, the Payroll Protection Program (“PPP”) was set up to provide small businesses with a direct financial incentive to keep their workers on the payroll [1].  Yet the PPP, or any realistic government program, can only solve a business’s short-term liquidity issues.  When a business’s operating performance struggles for a prolonged period of time, and their short and long-term cash inflows are no longer able to meet their financial obligations, the company could become insolvent.

Understanding a Liquidity Issue

A company’s liquidity is a measure of its ability to meet its near-term financial obligations.  Companies can be profitable with positive cash flow and experience liquidity issues.

As an example, assume ABC Company has the following cash flow statement:

Illiquid Vs. Insolvent - Understanding The Difference

As the cash flow statement indicates, ABC Company has positive monthly net income of $100, and sufficient cash flow to cover their necessary capital expenditures and debt repayment obligations.  As a result, the net monthly cash flow is positive $50.  However, a profitable company can still experience a short-term liquidity issue.

As mentioned above, liquidity issues arise when a company cannot meet their near-term financial obligations.  Imagine that ABC Company has the following balance sheet:

Illiquid Vs. Insolvent - Understanding The Difference

Companies experiencing a liquidity problem often face a disconnect between their current assets and current liabilities.  As the ABC Company balance sheet indicates, the company’s current ratio is below 1.0, meaning current liabilities exceed current assets [2, 3].

Additionally, assume $50 of the salaries payable are due today and $25 of the short-term debt is due tomorrow.  Currently ABC Company’s cash on hand is insufficient to meet these needs.  ABC Company is now unable to meet their debt obligations and could be forced into bankruptcy if they cannot meet their obligations.

Dealing with Liquidity Issues

Fortunately, liquidity issues can be resolved in the short-term through obtaining additional financing, such as a line of credit, and in the long-term through better cash flow management.  Improved cash flow management could include negotiating better terms on a company’s AR and AP, and better managing inventory levels.

The PPP is designed to keep companies from experiencing liquidity issues by providing them with the cash necessary to pay their day-to-day expenses and keep them from experiencing a liquidity issue.  However, the PPP is not indefinite, in which case businesses which struggle to regain their customers could ultimately experience a solvency issue.

Understanding When Illiquid Becomes Insolvent

While there are numerous operational and financial options for companies experiencing illiquidity issues, companies experiencing insolvency have far fewer options.  Insolvency includes illiquidity, but without realistic financing options and immediate operational opportunities for improvement.

As an example, assume that XYZ Company has the following cash flow statement:

Illiquid Vs. Insolvent - Understanding The Difference

Unlike our illiquid company, XYZ Company’s monthly cash flow is not sufficient to cover their debt repayment obligations.  Even if they were to cut their capital expenditures to $0, XYZ Company would not generate sufficient cash flow to service their debt.  In this scenario, any short-term financing or accounts receivable improvement would only provide a temporary solution.

Additionally, imagine the XYZ Company has the following balance sheet:

Illiquid Vs. Insolvent - Understanding The Difference

In addition to having cash flow issues, XYZ Company also has total liabilities which exceed total assets.  Between their short-term and long-term debt, XYZ Company has total debt of $850.  Even if XYZ Company sold all of their assets at book value, they would not be able to cover their debt obligations.

Dealing with Insolvency

Companies facing insolvency do not generate the income and cash flow necessary to support their operational and debt obligations.  These companies must identify opportunities to increase net income and cash flow from operations, either through increasing revenue or decreasing expenses.  If the company is unable to improve their operations, their debt burden will be too great, and the company will eventually be forced into bankruptcy.

ValueScope Can Assist You

Companies facing liquidity and solvency issues face tremendous challenges.  Whether it is dealing with creditors, requiring solvency opinions, or working to improve cash flow management, ValueScope’s team of financial and valuation consultants can assist you and help get you through this difficult time.

[1] Loans made through the PPP will be forgiven if all employees are kept on staff for the next eight weeks and the money is used for payroll, rent, mortgage interest, and utilities. (Source: https://www.sba.gov/funding-programs/loans/coronavirus-relief-options/paycheck-protection-program-ppp)

[2]  Current Ratio = Current Assets / Current Liabilities.  The current ratio is the most basic liquidity test. It signifies a company’s ability to meet its short-term liabilities with its short-term assets. A current ratio greater than or equal to one indicates that current assets should be able to satisfy near-term obligations. A current ratio of less than one may mean the firm has liquidity issues. (Source: Morningstar).

[3] Evaluating a “good” current ratio requires a review of the business model, industry averages, and historical performance.

[4]  Currently the PPP funds must be spent in the first eight weeks for the loan to be forgiven.

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Illiquid Vs. Insolvent - Understanding The Difference

Benjamin Westcott, CFA

MANAGER
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The information presented here is not nor should it be treated as investment, financial, or tax advice and is not intended to be used to make investment decisions.

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Valuation During a Pandemic

Valuation During a Pandemic: How to Approach Covid-19 When Investing in Common Stocks

In financial markets, infrequent or rare events are referred to as “Black Swan” events.  The term “Black Swan” was popularized by Nassim Nicholas Taleb in his 2007 book, The Black Swan:  The Impact of the Highly Improbable.  Taleb describes Black Swan events as possessing three key attributes:

  1. Extremely rare
  2. Severe impact
  3. Obvious in hindsight

Such events can have fundamental causes such as the 2008 market decline and recession or simply can be the result of herd events where people rush to reset expectations.  Regardless of the cause, the US stock market and securities markets in general have proven to be surprisingly resilient since World War II.

The chart below depicts the S&P 500’s value from September 12, 2008 (the trading day before Lehman Brothers declared bankruptcy) through December 21, 2010.  On September 12, 2008, the index closed at 1251.70.  Over the following six months, the S&P 500 fell 46.0% to 676.53.  The market recovered over the following 21 months, reaching 1254.60 on December 21, 2010.

Valuation During A Pandemic

Similar to the 2008 crash, the coronavirus, or Covid-19, typifies a Black Swan event.  Due to the high incidence of severe cases and lack of sufficient hospital and emergency facilities to handle the pandemic if left unchecked, suppression strategies to slow the spread and peak number of cases requiring hospitalization are being adopted [1].   These suppressions strategies include:

  • Self-quarantine for persons exposed to persons with the virus;
  • Closing schools for periods of time;
  • Limiting the size of group meetings;
  • Restricting or closing many retail businesses;
  • Limiting food service to drive-through or take-out;
  • Limiting travel (banning some international destinations and persons originating from certain places) and screening passengers departing and arriving on planes and ships
  • Banning unnecessary travel outside the US (e.g., to parts of Italy and China).

Obviously, such suppression strategies will have economic consequences that will suppress or depress economic activity in many business sectors but could reward others.  Additionally, the greater the uncertainty as to how long, how severe, and how permanent the damage, the greater will be the valuation consequences.

The following chart provides a comparison of the stock market during the 2008 crash following the Lehman Brothers bankruptcy and the Covid-19 crash that we are currently experiencing.  We have indexed the starting values to 100 to provide a better comparison.  March 17, 2020 was the 19th trading day of the Covid-19 crash.  Since the high of 3386.15 on February 19, 2020, the market has declined 25.3% to close at 2529.19 on March 17th.

Valuation During A Pandemic

As shown in the chart above, the trajectory of the Covid-19 crash is similar to that of the 2008 crash.  By day 19 of the 2008 crash, the market had lost 27.3%, declining from 1251.70 to 909.92.  The key question is:  How will Covid-19 actual impact valuations moving forward?  This paper seeks to provide a framework for answering that question.

Market Valuation:  The Two Key Factors

Fundamentally, all valuations should be based on two factors: 1) expectations of the amount and timing of future cash flows and 2) the perceived “systematic” risks associated with such cash flows.  It follows then that changes in valuations result from changes in these two factors.  John Campbell and Tuomo Vuolteenah describe the sources of market crashes as:

”The value of the market portfolio may fall because investors receive bad news about future cash flows; but it may also fall because investors increase the discount rate or cost of capital that they apply to these cash flows.” [2]

Factor 1:  Expectations Regarding the Amount and Timing of Cash Flows

For most businesses, especially those in hospitality (e.g., restaurants, hotels/motels), entertainment (e.g., sporting events), and travel (e.g., airlines), there will be an extended period where business will be depressed (even without government mandates or restrictions) or entirely shut down.  Some estimates project extremely depressed activity levels in the United States could be as short as mid-May or at least until August 2020.  Additionally, it may be that periodic shutdowns in specific communities, regions of the world, or countries may occur until there is confidence that anti-viral regimens have proven successful in limiting and treating the illness and become more widely available, vaccines are at least safe and partially effective and more widely available, and/or the capacity of the health care facilities and systems to treat the severe cases is manageable.   That may mean that we cannot expect a complete resumption of previous levels of travel and commerce in some business sectors until as late as mid-2021 but we might observe partial recoveries in at least some activities over time.

For the most adversely affected businesses, there will be questions regarding the extent of the losses and the ability to sustain them.  Business which requires travel, larger groups, or social interaction are likely to suffer the greatest losses.  At this point in time, at least until the next set of quarterly earnings, conference calls, and revised guidance, the extent of the losses will be uncertain even within defined periods of time, and the length of time those losses will occur will still remain highly uncertain.  This explains in large part the high volatility (i.e., large fluctuations) in the US stock exchange indices over the past two weeks.

Resiliance

 Resilience relates to the ability of businesses to withstand periods of depressed economic activity.  Resilience is affected by a company’s degree of operating leverage and financial leverage.  Operating leverage is affected by the fixed costs and expenses a business must incur to remain either minimally open (if remaining open but with reduced economic activity) or to prevent a loss of the value of assets or foreclosure (e.g., rents, maintenance, storage costs, minimum salaries of retained personnel).  Financial leverage is a function of the amount of liquid assets (cash and investments, which reduce leverage) a business has and the amount of liabilities, especially interest-bearing debts, a business must honor, and the rate of payments required to avoid a default, foreclosure, or bankruptcy. [3]

Mitigation

Mitigation is related in part to the degree to which government subsidies or supports may be received, creditors may extend credit or defer required payments, and the extent to which the company will be able to raise additional funds, if needed, in order to avoid failure and soften the losses.  Government support is likely only in key business sectors, is uncertain as to amount and types (more likely in the form of loans which will have to be repaid once the economy recovers) and will likely vary by country and business sector.  US airlines, for example recently estimated losses of at least $58 billion and appear to be hopeful that at least some types of favorable loans might be provided for relief, but no specific indication exists as to the extent or type of mitigation.  Many creditors of businesses suffering short-term losses or distress may be willing to defer or reduce required or past-due payment amounts on liabilities in order to prevent any otherwise viable business from being forced into bankruptcy.

Cash Flow Expectations and Valuation

To simplify the problem of valuing a common stock, it might be possible to think in terms of the cash flow from now through the end of the crisis, the price at the end of the crisis,  and the probability that the business survives the crisis.  In this framework, the value of a common stock would be as follows:

Valuation During A Pandemic

where:

P0   =    the current price of the security

psurvive  = probability that the business will survive until the end of the crisis

CF =    the “cash” earnings or net cash flow per share between now and the end of the crisis

P1   =    the price of the security at the end of the crisis

r     =    the required rate of return over the crisis period which is the function of the long-term market risk-free interest rate and risk premium required for the given stock

In an even more simple way to proceed, think of CF as the amount of dividends you expect through the end of the crisis.  For many companies that do not pay dividends, the amount expected is zero. [4]  Given that, the only question is determining psurvive, P1, and r.

The reason why the stock market indices are so volatile (and implied volatilities used to value stock options are so high) is because investors have different and rapidly changing views about the cash flows during the crisis, the probability of survival, the value at the end of the crisis, and the required rate of return for each company that is publicly traded and for the market as a whole.  To the extent that many investors are looking at broad stock market indices and funds (ETFs or mutual funds), it is entirely likely that some common stocks will be inappropriately valued initially when panic selling occurs.

Some companies, like utilities and communications providers, may experience reduced revenues but have sufficient and sustained revenues (unless they have high debt loads) to remain minimally profitable during the interim period.  In that case, we might consider even a positive but reduced level of earnings in the short term with positive cash flow during the crisis and a probability of survival that would equal 100% or close to it.

Some grocery stores and pharmacies might actually be experiencing an increase in demand and sudden surge in revenues, but investors may be substantially overestimating the long-term effects.  Investors may be both overestimating the effects of cash flow increasing and implicitly assuming that the price after the crisis will increase as well when that may not be a reasonable assumption.  In other words, the sudden surge in buyers in grocery stores for certain products over the weekend may simply be temporary and once the one-time fears and sudden increases in demand have been fulfilled, revenues will revert to more traditional replacement level demand or may even decline later, to the extent only necessities are purchased by customers until the economic uncertainties are resolved.  This would mean that the short-term effects will be extremely modest or immaterial from a valuation standpoint.

Even when valuing a REIT (Real Estate Investment Trust), you may have to consider the extent to which certain properties derive a portion of their rents from the revenues of their larger tenants, experience increased vacancies, or have to decrease or defer rent payments from tenants until the economy recovers.  In that case, you might discount the amount of dividends that a REIT will pay or be able to pay from now until, say, June 30, 2020.

The oil and gas exploration and production industries are particularly interesting.  The availability of new methods of extraction and production have increased the estimated reserves available worldwide and lowered the costs.  Additionally, demand is affected by economic activity and, thus, expected to be depressed at least until sometime in 2021.  Finally, Russia and Saudi Arabia were unable to agree on reduced production levels, and Russia reportedly believes it can squeeze out the US producers that are heavily indebted to reduce the growth and amount of US production coming into the world market and depressing prices.  In that case, many US oil and gas producers may be facing substantial losses or declines in revenues, especially due to the extent they must drill, complete, and stimulate wells to continue to sustain production and/or are more heavily indebted.  Thus, for many US oil and gas producers, the probability of survival, will likely be significantly less than 100% and cash flow will certainly be negative for the company unless they own a lot of low-cost producing reserves.  Dividend payments will likely be suspended and the value remaining at June 30, 2021 (P1) may be reduced.

Factor 2: “Systematic” Risk and Uncertainty

Investors will naturally discount future values for the time it takes to realize those returns and for the underlying uncertainty.

“Systematic risk”

Most investors are considering a broad portfolio of investments.  They are not concerned with risks that are unique to a given company if those “company-specific” risks can be offset or can be substantially diluted by holding a diversified mix of common stocks.  Instead, they care more about “systematic” risk and especially “downside” risks that occur when the decline in value coincides with market-wide stock price declines and economic downturns.  For this reason, the discounts investors require do vary over time.  During periods of relatively stable economic activity and growth, the discounts for “systematic” risk tend to be reduced over time.  This is one reason the US stock market indices since 2010 have increased steadily and implied “risk premiums” over this period of time through say early February 2020 have generally declined.  However, in the current market conditions, with the belief that the US and world economy is in or will be in a severe recession in 2020, the “risk premium” has increased and is expected to increase substantially.  This means that the discount on the future value will be greater but even more importantly, sometimes investors apply the increased discount rate to the projected value of the stock and reduce the projected growth rates in the future for the economy and the business.  The simple “Gordon Growth” model is as follows:

Valuation During A Pandemic

where:

P0   =    the current price of the security

CF =    the steady-state level of “cash” earnings or net cash flow per share

g   =    the projected “normal” level of growth in earnings per share

r     =    the required rate of return which is the function of the long-term market risk-free interest rate and risk premium required for the given stock

Given the recent stock market declines, investors appear to be assuming generally that even when the economy recovers and stabilizes, CF may be lower in the future than now on a per share basis, g may be lower than previously expected, and the risk premium is greater due to uncertainty than it has been in the past. 

If, however, the economy stabilizes and recovers by June 2021, then the risk premium may revert back to normal and the stock market indices may entirely recover by June 2021 or at some point thereafter.  This may create a short-term investment opportunity at some point in 2020.  For example, Goldman Sachs on March 16, 2020 issued a general report indicating that it expected US stocks to potentially decline another 16% to a bottom around 2,000 on the S&P 500 Index from 2,386 at the close of trading on Monday, March 16, 2020.  The all-time high was reached on February 16, 2020, at 3,394.  Thus, by March 16, 2020, the S&P 500 Index (a broad US market index for common stocks) had fallen almost 30% from the high one month earlier.  If Goldman Sachs is correct, we could expect as much as a 41% decline from the highs realized earlier on February 16, 2020, in the next few months.

What is interesting, however, is Goldman Sachs is also predicting that the US stock market will recover most of the losses realized in the past month by the end of 2020.  Goldman Sachs projected the S&P 500 Index to be at 3,200 at year end under the scenario presented.  In other words, investors by the end of 2020 will have greater clarity and less uncertainty and assume that the economy and stock prices will entirely recover.  That would mean that share prices for larger US stocks would increase 26.5% from the close on Tuesday, March 17, 2020. 

Most investors are not making this assumption.  If they were assuming this to be true, then the S&P 500 Index would likely have recovered to at least 2,800 already.  It is more likely and assumed by most investors that at least some of the damage suffered in 2020 will be sustained and some companies will not recover from the economic effects by the even end of 2021. 

Uncertainty

Risks that are identifiable and understood tend to be managed and discounted in a normal and predictable manner.  Uncertainties that are more general and greater than normal, on the other hand, are not well managed or “priced” by investors.  Investors tend to overstate the “risks” in the face of uncertainty on average and, thus, tend to increase the risk premium in the expected return for investments more than they should and discount the longer-term average expected rate of return on such investments. 

Professor Damodaran, a corporate finance and valuation professor at the Stern School of Business at New York University, maintains an estimate of the equity risk premium. [5]  He estimated that the equity risk premium increased 55 basis points (0.55%) from February 1, 2020 to March 1, 2020, which only captures part of the market reaction to date. [6] In broad terms, that is more than a 10% increase in the equity risk premium in one month.  Also, long-term growth rates have declined in his estimates.  While approximate, this does give a good idea of the effects of uncertainty and suddenly negative news on how investors discount for risk and uncertainty.  By March 17, 2020, the implied equity risk premium increased by perhaps another 70 basis points (0.70%), which means that the equity risk premium increased by about 25% in one month due to uncertainty.     

Assuming the economy stabilizes and risk premiums revert to prior levels, this creates opportunities for investing against market sentiment.  For example, if an investor made a bet on the S&P 500 Index at the end of October 2008 (after the Lehman Brothers collapse but well before the market had bottomed out), and reinvested all dividends through March 17, 2020, the total return would have been 232.38%, or 11.1% per annum.    If an investor bet at the end of February 2009 (when the market was close to the bottom) and held until the end of January 2020 (close to the peak), then the total return would have been 450.5%, or 16.9% on an annualized basis. 

Obviously, it is not possible to “time” the market so perfectly, but the lesson from this example is that investors who hold on and don’t panic often come out with reasonable returns over longer investment horizons and holding periods. 

What the current stock prices in the US tell us is that investors may be over-reacting to short-term events that, assuming no systematic failures of the financial system occur, may provide unusual investment opportunities in the short-term. 

On the other hand, Goldman Sachs may be too optimistic in not accounting for the dilution in share values and debts that may be required to raise capital or borrow to cover losses in the short term in order to keep companies from failing and the risks of some companies failing.  At least some investors are betting on that happening.  Furthermore, if the US and world economy suffers more systematic damage to the institutions and faith in those institutions, a series of more serious consequences may follow, as occurred in the 1930s during the Great Depression.  The effects of the Great Depression were systematic in terms of failing financial institutions and the time required to recover.  Ultimately, a world war occurred, and it required a unique set of circumstances to pull the US economy out of the depression.  We highly doubt that will occur in this instance but cannot say that the risk is zero of at least some systemic damage occurring.  

Conclusion

We cannot predict what will occur and recognize tremendous uncertainty exists at this time as to the ultimate economic effects of the current pandemic.  But reacting and thinking logically helps to avoid panic selling into a downturn or overly enthusiastic buying in a booming market (which may have been the case by February 16, 2020).

[1]  See Walsh, “US, UK coronavirus strategies shifted following UK epidemiologists’ ominous report,” CNN, March 17, 2020.  Using simulation modeling, researchers estimated that “even if all patients were able to be treated, we predict there would still be in the order of 250,000 deaths in [Great Britain] and 1.1-1.2 million in the US.” Perhaps 15% of all persons infected will experience severe symptoms requiring treatment including oxygen and 5% of more will require critical treatment with ventilation, according to WHO.  Mortality estimates have been as high as 1% to 4% generally and are much greater for persons above the age of 60 or with known weaknesses in immune responses or adverse circulatory or respiratory conditions)

[2]  Campbell, J. Y., & Vuolteenaho, T. (2004). Bad Beta, Good Beta. The American Economic Review, 94(5), 1249–1275. Retrieved from http://www.jstor.org/stable/3592822

[3]  Financial distress can impose additional costs and cause even greater losses and, if severe, can inhibit a business from recovering once economic activity recovers.  See Hakala and Keath, “Analysis and Valuation of Distressed Equity Securities,” Valuation Strategies, September/October 1999, pp. 24-34.  Publisher: Warren, Gorham & Lamont.

[4]  Some companies will pay dividends over the interim period and possibly at a decreasing rate or amount as economic conditions deteriorate. 

[5]  Damodaran’s estimated equity risk premiums are updated on a monthly basis at:  http://pages.stern.nyu.edu/~adamodar/. 

[6]  The S&P 500 index decreased by 9.07% from February 3, 2020 to February 28, 2020 and decreased by an additional 18.16% from March 2, 2020 to March 17, 2020.

For more information, contact:

Dr. Scott Hakala has extensive practical knowledge of finance, economics, statistics, and business valuation theory. His expertise includes: corporate finance, restructuring and cost of capital; the valuation of securities and business interests (transactions, mergers, acquisitions, fairness opinions); the valuation of intangible assets (patents, trademarks); analysis of publicly traded securities (insider trading studies, trading analyses, event analyses, materiality, damages in securities litigation); expert testimony and economic loss analyses (commercial litigation); wage and compensation determination (reasonable compensation studies, lost personal income, wrongful termination); transfer pricing; derivative securities (options pricing and valuation); and antitrust and industry structure, strategic pricing, marketing and cost allocation analyses.

 

The information presented here is not nor should it be treated as investment, financial, or tax advice and is not intended to be used to make investment decisions.

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Leveraged Debt Outlook – Article #3

Can Leveraged Debt Retest Low Premiums?

This article continues the discussion started in Article #1, “Is It Time to Invest in Leveraged Debt?” and  Article #2, “Leveraged Debt Investment Alternatives.”  Article #3 addresses the question of whether or not the leveraged debt market has reached its cyclical peak and if credit risk premiums can narrow further from present levels

Can high yield bond credit risk premiums continue to narrow from present levels?

It’s a significant question.  Bonds provide returns to investors in two forms: 1) payment of the contractual rate of interest and 2) capital gains or losses.  Credit risk premiums seldom remain constant for any length of time; they continually trend up or down.  The chart below illustrate that cycles of decreasing credit risk premiums generally continue for a period of years and that cycles of increasing risk premiums can play out over a period of just a few months.

Leveraged Debt Outlook

Thus, the question of whether credit risk premiums can continue to decrease from present levels is very important.  If they can continue to decrease, high yield bonds are likely to provide attractive returns for several more quarters, perhaps even a year or two.

The chart above showed that credit risk premiums are nearing their all time lows.  The answer to the question of whether or not high yield credit risk premiums can return to their all time lows lies in part in the leveraged loan market. 

In Article #2 of this series, we explained that leveraged bank loans and high yield bonds are the two primary leveraged debt investment instruments.  Many leveraged debt investors will allocate money to the loan or bond markets depending on which asset class offers more attractive risk/reward relationship.  The chart below illustrates that the leveraged bank loan market is not presently retesting its all time lows from 2007.

Leveraged Debt Outlook - Article #3

Explaining the difference

The previous chart raises another important question – how can high yield bond credit risk premiums be approximately 1.0% from their all time lows when the credit risk premium on leveraged loans is almost 2.0% higher than its historic lows?  The table below illustrates the significance of this difference.

Leveraged Debt Outlook - Article #3

As we discussed in Article #2, bonds are riskier than senior secured loans.  As a result, the credit risk premium on “B” rated high yield bonds prior to and including the historic low was 171 basis points (1.71%) higher than the average on comparably rated loans (5.06% – 3.35%).  Today, the credit risk premium on “B” rated loans (4.03%) is higher than it is on “B” rated bonds (3.39%).  Credit risk premiums on bonds since 2009 have been very similar to what they were prior to the great recession but credit risk premiums on loans have been very  different.

The reason the high yield market has essentially returned to pre-2008 norms while loans have not reflects the fact that the market for leveraged bank loans is far more dependent on the securitization as a source of capital to fund loan investments than the bond market. Roughly half of all new leveraged bank loans are purchased into the investment portfolio’s held by Collateralized Loan Obligations (“CLOs”). 

Recall that mortgage loan securitizations (“CDOs”) were the epicenter of the financial crisis and recession that took place in 2008 and 2009. In response to the mortgage loan crisis, new rules were put in place to reduce the risks created in the securitization markets.  This affected not only the mortgage loan CDOs but also commercial loan CLOs.

The new rules increased the equity risk exposure CLO managers were required to retain and restricted many of the freedoms the CLO markets previously enjoyed despite the fact that CLO’s performed well during the this period.

Leveraged Debt Outlook - Article #3

The chart above shows that the blended credit risk premium on the average new CLO in 2017 was almost three times larger than the blended credit risk premium on new CLO’s in 2007.   The chart below shows that credit risk premiums on the AAA rated tranches of new CLOs have begun to decrease only recently, indicating that the CLOs which funded prior to 2017 had even higher funding costs.

Leveraged Debt Outlook - Article #3

The chart above shows that the average credit risk premium for AAA rated CLO obligations decreased 30 basis points (0.30%) in 2017.  This indicates that the credit risk premiums of CLO’s created prior to 2017 are generally 170 basis points (1.70%) or more.  This increase in CLO funding costs is a primary factor which has caused credit risk premiums on leveraged bank loans to remain stubbornly high relative to similarly rated high yield bonds.

This brings us back to our original question.  Can the high yield bond market retest the all-time low credit risk premiums it experienced in 2007?

In our view, the answer to this question is probably not.  Leveraged bank loans are a good substitute asset for high yield bonds.  Thus, if bond yields get too low, investors are well advised to move their investments to loans so that they can get higher yields for similar risk.

Conclusion

In January, credit risk premiums on high yield bonds were significantly lower than their long term averages and they were nearing the all time lows experienced in 2007. 

If the funding cost of CLOs continues to tighten as it did in 2017, bank loan credit risk premiums could decrease further – this would enable additional decreases in bond credit risk premiums.    The magnitude of the decrease in CLO funding costs in recent months suggests that bonds could appreciate further before reaching their next cyclical peak.

The structural changes in the market for leveraged bank loans which occurred after the financial crisis of 2008 and 2009 make it unlikely that credit risk premiums on high yield bonds will return to their 2007 lows in the foreseeable future.  The significance of this is that we anticipate high yield credit risk premiums are unlikely to decrease more than an additional 100 basis points from January 2018 levels.

Past Articles

Article #1:  Is It Time to Invest in Leveraged Debt?

Article #2: Leveraged Debt Investment Alternatives

Coming Articles

Article #3:  Can Leveraged Debt Retest Low Premiums?

Article #4:  Signs That It’s Time to Sell Leveraged Debt

Article #5:  Signs That It’s Time to Buy Leveraged Debt

Article #6:    The Appeal of Investing in Distressed Debt

Article #7:   Investment in Leveraged Debt through the Business Cycle

Thereafter:  Updates regarding important market statistics with current commentary

Data Sources for the Article

The data presented in this article was obtained from the Federal Reserve Bank of St. Louis (ICE Benchmark Administration Limited (IBA), ICE BofAML US High Yield B Option-Adjusted Spread [BAMLH0A2HYB], retrieved from FRED, Federal Reserve Bank of St. Louis; https://fred.stlouisfed.org/series/BAMLH0A2HYB, January 8, 2018) and from the Leveraged Commentary and Data news service provided by Standard and Poors Corporation.

For more information, contact:

Christopher C. Lucas, CFA, CPA

PRINCIPAL
clucas@valuescopeinc.com
Full Bio →

If you liked this blog you may enjoy reading some of our other blogs here.

Leveraged Debt Outlook – Article #2

Leveraged Debt Investment Alternatives

Leveraged Debt Outlook Vol 2

This article continues the discussion started in Article #1, “Is It Time to Invest in Leveraged Debt?” and  describes the primary debt types that trade in the leveraged debt markets

What is leveraged debt?

Leveraged debt is the financial obligations of large businesses and certain governments whose credit ratings do not qualify as “investment grade.”  These obligations take the form of both leveraged bank loans and high yield bonds.  Because they are large obligations of large issuers, they are syndicated to investors and may be purchased or sold in secondary markets, much like those for stocks and investment grade bonds.  Common characteristics of leveraged bank loans and high yield bonds are described below.

Characteristics of leveraged bank loans

  • Floating rate coupon (contractual interest rate)
  • Commonly senior secured
  • Some benefit from financial covenants
  • Retail investors can gain exposure through mutual funds and ETFs
  • Experience significant price volatility over the course of the business cycle
  • Meaningful risk of bankruptcy and principal loss but less principal risk than for high yield bonds

Characteristics of high yield bonds

  • Fixed rate coupons
  • Commonly unsecured
  • Limited benefits from financial covenants
  • Retail investors can gain exposure through mutual funds and ETFs and through direct ownership (not recommended due to high trading costs)
  • Significant cyclical price volatility
  • Meaningful risk of bankruptcy and principal loss

Leveraged debt background

Leveraged bank loans and high yield bonds are most commonly created to finance acquisitions of large businesses or other transactions by private equity firms.  These acquisitions are frequently financed with a combination of bank loans and bonds; as a result there is a large overlap of corporate issuers in the leveraged loan and high yield bond markets.  Loans and bonds offer different advantages to borrowers.  By investing in the secured claims of the issuer, loan investors take less principal risk than high yield bond investors.  As a result, nominal high yield bond coupons tend to be larger than nominal bank loan coupons.  Because they take more principal risk, high yield bond prices in the secondary market tend to be more volatile than loans’.

Advantages of investing in leveraged bank loans

  • They offer large, current, floating-rate coupons (more than LIBOR + 1.75%)
  • The floating rate coupon shields investors from losses in the event inflation and interest rates begin to rise and thereby simplifies portfolio management
  • Senior secured status means that bank loan investors will get the best recovery of all investors in the event of the obligor’s bankruptcy. It is common for bank loan investors to recover 100% of their investment despite significant impairment losses at junior levels of the issuer’s capital structure (secured obligations obtain a recovery prior to unsecured obligations)
  • Second-lien loans provide investment opportunities with more risk and larger coupons
  • Leveraged bank loans trade in a secondary market which is normally reasonably liquid
  • Some leveraged bank loans benefit from financial covenants which enable lenders to reprice loans if the borrower fails to meet agreed minimum financial performance targets
  • Broad downturns in the market can be reasonably anticipated enabling alert investors to take steps to hedge or reduce their risk
  • Loan market corrections and recoveries tend to precede the equity market’s
  • Moments of market illiquidity are moments of market inefficiency – finance theory teaches us that inefficient markets create economic opportunity for the astute

Disadvantages of investing in leveraged bank loans

  • Institutional investors use extensive leverage to finance their investments in leveraged bank loans – this has a twofold impact:
  • Significant selling pressure can arise when investors who have borrowed money to purchase leveraged bank loans receive margin calls
  • The secondary market can become very illiquid during broad market corrections
  • Aggressive lending, especially in the latter stages of a long period of strong demand, can lead to principal losses, even on first-lien secured bank loans
  • Limited cost to call loans results in frequent demand for interest rate reductions from corporate issuers when economic conditions are favorable
  • Significant price volatility over the course of a business cycle relative to other classes of fixed income investments can give investors a sense of motion sickness
  • Cannot be directly acquired by retail investors but there are many ways for retail investors to gain exposure to the asset class – specifically through mutual funds and ETF’s

Advantages of investing in high yield bonds

  • They offer large, current, fixed-rate coupons
  • High yield bonds are much more expensive to refinance than loans; as a result investors experience much lower demand for interest rate reductions from corporate issuers than loan investors
  • High yield bonds trade in a secondary market which is normally reasonably liquid
  • Broad downturns in the market can be reasonably anticipated enabling alert investors to take steps to hedge or reduce their risk
  • Investors focused on high yield bonds tend to use less leverage than loan investors; this helped to mute bond volatility somewhat relative to loans in the bear market of 2008 and 2009
  • Bond market corrections and recoveries tend to precede the equity market’s
  • Moments of market illiquidity are moments of market inefficiency – finance theory teaches us that inefficient markets create economic opportunity for the astute
  • High yield bonds may be purchased by retail investors but transaction costs associated with purchasing odd-lots (less than $100,000 of a specific issue) of bonds make this option unattractive for many; there are other ways for retail investors to gain exposure to the asset class – specifically through mutual funds and ETF’s
  • High yield bond exposure can be hedged by shorting bonds but the cost of carry on short positions is not insignificant

Disadvantages of investing in high yield bonds

  • High yield bonds absorb a disproportionate share of principal losses relative to leveraged bank loans in the event of the issuer’s default.
  • Aggressive lending, especially in the latter stages of a long period of strong demand, can lead to principal losses when the business cycle turns
  • Significant price volatility over the course of a business cycle relative to other classes of fixed income investments can give investors a sense of motion sickness
  • Absence of collateral increases risk of principal loss on default
  • Absence of financial covenants creates no opportunity to reprice the bonds during periods of poor business performance

Conclusion

Both leveraged bank loans and high yield bonds offer meaningful compensation to investors but they also offer significant amounts of investment risk.  Investors who understand the risks inherent in these investments can take steps to manage the risk they underwrite.  Investors who cautiously underwrite their investments in leveraged debt preserve their ability to take advantage of the market in its moments of illiquidity.  This creates the opportunity to earn significant economic profits through the credit cycle.

Past Articles

Article #1:  Is It Time to Invest in Leveraged Debt?

Coming Articles

Article #3:  Can Leveraged Debt Retest Low Premiums?

Article #4:  Signs That It’s Time to Sell Leveraged Debt

Article #5:  Signs That It’s Time to Buy Leveraged Debt

Article #6:    The Appeal of Investing in Distressed Debt

Article #7:   Investment in Leveraged Debt through the Business Cycle

Thereafter:  Updates regarding important market statistics with current commentary

For more information, contact:

Christopher C. Lucas, CFA, CPA

PRINCIPAL
clucas@valuescopeinc.com
Full Bio →

 

If you liked this blog you may enjoy reading some of our other blogs here.

Leveraged Debt Outlook

Is it Time to Invest in Leveraged Debt?

In the week ended January 11, 2018, retail investors poured $2.65 billion into the high yield bond market.  Was this a good idea?

The chart below describes the historical yield experience investors have enjoyed (sometimes endured)  through their investments in leveraged debt.

Leveraged Debt Outlook

Leveraged debt includes all below investment grade (“junk”) debt obligations of large issuers including corporations and certain governments. They are called below investment grade because the issuers have issued large quantities of debt, face significant operational problems or both.  Rating agencies assess the likelihood these issuers will default and assign credit ratings ranging from “BB” (good junk) to “B” (questionable junk) to “CCC” (risky junk).

The chart above shows that credit risk premiums were close to historic lows in early January. 

The chart above presents credit risk premiums by rating category over a period of more than 20 years.  The credit risk premium is the compensation in excess of treasury yields received by investors for investing in corporate debt.  To create a simple example, an investor in a the Merrill Lynch BB rated bond index on January 5, 2018 would expect to earn:

  Credit Risk Premium + Treasury Bond Yield = Expected Return

                  1.99%           +      2.40%           =   4.39%

The yield on 7 year US Treasury bonds on January 5 was 2.40% (we assumed the average term to maturity on bonds in the index approximates 7 years).  When we add the credit risk premium on “BB” rated bonds of 1.99%, we obtain an expected return of 4.39%.  In the case of an individual bond, the expected return might also be described as the yield to maturity.

The chart above shows that credit risk premiums on below investment grade debt vary widely during the course of the business cycle.  During good times, investors are calm and do not require large credit risk premiums.  During tough times, investors are fearful and expect much larger returns for putting cash to work in risky investments.  Since the contractual rate of interest on a bond is fixed, an increase in the required return is reflected in the price at which the bond trades in the secondary market. 

In an extreme case, if the required return (treasury yield + credit risk premium) on a bond with a 5.0% contractual interest rate increases to 20.0%, the bond’s price changes as follows:

  5.0% coupon / 20.0% required return = 25

In this example, the bond’s price would fall by 75% to 25 cents on the dollar.

The low points of the graph above represent moments when bonds are expensive (unattractive) relative to their long term average prices and the high points on the graph represent moments when bonds are inexpensive (attractive).

The chart below converts the credit risk premiums described in the first chart into approximate historical prices.  For simplicity, we calculated prices assuming the average high yield bond in each index had a remaining term to maturity of seven years and paid an annual cash coupon of 7.0%. 

Leveraged Debt Outlook

This chart reflects the fact that leveraged debt investment prices are subject to significant changes in value over time.  Because these investments are subject to high degree of risk, investors should exercise caution when investing in them.

The next six articles in this series provide important background information regarding the leveraged debt markets (Article #2) and guidance regarding when to invest and how to structure investments in leveraged debt (Articles #3 through #7).

Outlook and Conclusions

The last broad correction in leveraged debt began in the third quarter of 2007, more than 40 quarters ago.  Credit risk premiums are nearing their all time lows and structural market changes could make it difficult to every reach previous lows (see Article #3).

We do not anticipate a significant correction in the leveraged debt markets in 2018 but we believe that, as of early January 2018, leveraged debt investments presented modest return potential with significant risk of future loss.  Timing is important to successful investment in leveraged debt. 

Active investors who vigilantly monitor economic and market conditions will likely be able to wring further gains from this increasingly dry market.  Passive investors may find that the risks presently outweigh the rewards.

Coming Articles

Article #2:  Leveraged Debt Investment Alternatives

Article #3:  Can Leveraged Debt Retest Low Premiums?

Article #4:  Signs That It’s Time to Sell Leveraged Debt

Article #5:  Signs That It’s Time to Buy Leveraged Debt

Article #6:    The Appeal of Investing in Distressed Debt

Article #7:   Investment in Leveraged Debt through the Business Cycle

Thereafter:  Updates regarding important market statistics with current commentary

Data Sources for the Article

The data presented in this article was obtained from the Federal Reserve Bank of St. Louis (ICE Benchmark Administration Limited (IBA), ICE BofAML US High Yield B Option-Adjusted Spread [BAMLH0A2HYB], retrieved from FRED, Federal Reserve Bank of St. Louis; https://fred.stlouisfed.org/series/BAMLH0A2HYB, January 8, 2018) and from the Leveraged Commentary and Data news service provided by Standard and Poors Corporation.

For more information, contact:

Christopher C. Lucas, CFA, CPA

PRINCIPAL
clucas@valuescopeinc.com
Full Bio →

If you liked this blog you may enjoy reading some of our other blogs here.