ACG National Capital
This article was authored by Bill Foote, a Partner in the Aronson LLC Financial Advisory Services Group and a Certified Public Accountant (CPA). It was originally published on the Aronson Beyond the Numbers blog.
M&A transaction volume in the government services & defense market in recent periods has trended upward. There were 112 government services & defense acquisitions in 2015, compared to 82 and 79 acquisitions in 2013 and 2014, respectively. And, according to the Aronson Capital Partners Q1 2016 Market Update, there were 31 acquisitions in the space for Q1-2016, which was a significant increase over Q1-2015 activity.
So what are the target company attributes that spark interest from potential buyers and influence valuations the most in these deals? Specific value drivers vary from company to company, but some common themes for government services & defense firms include:
- Strong, long-term relationships with government customers
- Services/capabilities that are sought after in higher-priority markets (e.g., cyber security, data analytics, healthcare IT, C4ISR)
- Significant contract backlog (prime contracts, unrestricted, substantial funding) that yields clear revenue visibility
- Access to large, prime IDIQ vehicles (e.g., GSA Alliant and OASIS, DIA SITE / E-SITE, VA T4 / T4NG, CMS ESD / SPARC)
- Specialized workforce with security clearances or certifications in cutting edge COTS solutions
- Distinguished technology or revenue-producing intellectual property
While this is not an exhaustive list, attributes like the ones cited above tend to impact a firm’s growth prospects and its capacity for sustaining profitable operations. These attributes may also provide an acquirer with opportunities to penetrate new markets and maximize pre-existing customer relationships.
Interestingly, these value drivers may be visible on the acquirer’s balance sheet after the deal closes. For financial reporting purposes, the acquirer must allocate the purchase price among the assets acquired and the liabilities assumed from the target company, at fair value. How the purchase price is allocated can be indicative of a target company’s value drivers. In order to explore this concept, we looked at acquirer business combination disclosures for approximately 30 deals occurring from Q1-2015 through Q1-2016 in the government services & defense market (see table below).
While every transaction is different, we found that on average 28% of the purchase consideration in these acquisitions was allocated to identifiable intangible assets and 67% of the purchase consideration was allocated to goodwill. Most common among the identifiable intangible assets were customer-related assets (i.e., contract backlog and customer relationships), which accounted for as much as 39% of the purchase consideration in the deals analyzed (average 21%). While less common, value was also allocated to technology-related assets in a number of the transactions studied; these assets accounted for as much as 33% of the purchase consideration (average 11%). But what about workforce-related assets, you may be wondering. Accounting standards require the value of the acquired workforce to be subsumed within goodwill.
It may also be interesting to consider the useful lives assigned to customer relationships and developed technology. In the deals we studied (see table above), customer relationships were to be amortized over periods ranging from 8 to 20 years (average 13). Amortization periods for developed technology ranged from 4 to 15 years (average 8).
A final note with respect to customer-related assets. Middle market government contracting firms should be aware of recent standard setting activity in this area by the Private Company Council (“PCC”) that affects business combination accounting. For more information, click here.
Bill Foote is a Partner in the Aronson LLC Financial Advisory Services Group and a Certified Public Accountant (CPA) with nearly 20 years of assurance and financial advisory services experience serving clients in the government contracting, technology, construction and real estate, and professional services industries. Bill is responsible for assisting clients with complex valuation projects, financial disputes, accounting investigations, and financial/accounting due diligence.