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.

For more information, contact:

Illiquid Vs. Insolvent - Understanding The Difference

Benjamin Westcott, CFA

MANAGER
Full Bio →

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.

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