Distressed (Early) Tech Buyout - Revenue vs. EBITDA multiple-basis for entry vs. exit valuation

Hi monkeys,

I'm sure this topic has been discussed a number of times, but prepping for a case study for an early "distressed" tech buyout shop (focus is on acquiring c.$10-30m revenue businesses (c. $10-60m EV; no debt used to finance buyout) which are primarily unprofitable and then flipping once EBITDA-positive)

Given negative EBITDA, entry multiple has to be based on Revenue (assuming 2-3x deflated multiple at entry and 50-100% ownership) vs. likely based on EBITDA at exit (unlikely to reach past 10% EBITDA margin at exit) - curious to hear perspectives on the relationship between these two to model out a realistic returns calc (and not massively inflating EV based on a rev-multiple).

Any help is massively appreciated. Thanks in advance!

 

Which kind of tech and business model? If an asset-light tech company is distressed it usually means it has lost its product-market fit or competitive advantage, i.e. it's a shitco. Operational improvement aimed at margin expansion isn't super relevant if you can't grow revenue.

 

Under-performers or simply mature software companies? Can't grow 30% forever especially if operating in a limited TAM...

To respond to your question, you can do the entire model based on an EV/ARR multiple at entry and exit, although EV/Gross Profit or EV/FCF (for more mature companies) is also possible.

 

Thanks for this - it’s only “under-performers” as only targeting companies with max $30m rev (guess the challenging part as you point out is finding companies which don’t have a deteriorating product etc to make it “easier” to turnaround).

To double down on the EV/ARR point, is it not best practice then to base entry on EV/ARR and then exit on EV/EBITDA, even if profitable at exit? Guess the consistency of keeping it to EV/ARR for both entry & exit makes sense, I’m also curious from the perspective of a buyer if they aim to undercut the EV by basing a purchase on EV/EBITDA when profitable at sale and therefore balancing this in the negotation (FYI I’m a consultant so curious to any insight here)

 
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To be fair in any exit situation both parties (seller and buyer) would value the asset by using multiple methodologies, it's not like you can "force" a potential buyer to specifically use EV/ARR or EV/EBITDA - at the end of the day it's the EV amount itself that is the matter of the negotiation, the multiples are just used to do a sanity check vs. what the peers are trading at and what you previously paid.

In practice you could of course assume in your LBO model an entry based on EV/ARR and an exit based on EV/EBITDA, but you would have to make 2 assumptions instead of one - usually, LBO models do not assume multiple expansion so you would assume that your entry EV/ARR is equal to your exit EV/ARR.

 

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