Introduction:
Our client sought to diversify its portfolio by acquiring a company with complementary advanced technology. The target company had a sizeable contract with a major gas turbine producer, and a very strong forecasted growth in the gas turbine aftermarket service industry. To ensure a successful acquisition and mitigate potential risks, SS&A embarked on a meticulous due diligence process.
Objective:
The primary goal of the due diligence was to comprehensively assess the taret company’s operations, financial health, market position, technology, legal standing, and potential risks. This scrutiny aimed to validate the strategic fit of the acquisition, identify any hidden liabilities or challenges, and determine the feasibility of the investment.
Methodology:
- Financial Analysis: A team of financial analyst scrutinized financial records, including balance sheets, income statements, and cash flow statements, to evaluate profitability, revenue trends, cost structures, and potential liabilities. SS&A’s role in this step was to assess the revenue trends and cost structures for reasonability, especially as related to the gas turbine portion of the business.
- Operational Assessment: Engineers and industry experts conducted a thorough review of the manufacturing processes, quality control measures, production capacities, and supply chain management. SS&A’s role was assessing technology patents and research and development pipelines and processes.
- Market Analysis: SS&A’s challenge was to assess the competitive landscape, market trends, regulatory challenges, and future growth prospects as a supplier in the gas turbine industry. This analysis ultimately aimed to determine the target company’s market share, customer base, and potential for growth in the industry.
- Legal and Compliance Review: Legal experts delved into contracts, licenses, litigation history, environmental compliance, and regulatory adherence to identify any legal risks or compliance issues that could affect the acquisition. SS&A supported with a thorough review of supply contracts with a major gas turbine OEM.
Findings:
- Financial Strength: The target company demonstrated consistent revenue growth over the past five years, with healthy profit margins. However, there were concerns about growth forecasts, which seemed too aggressive for the relatively stable gas turbine industry.
- Operational Efficiency: The manufacturing processes were well-organized, leveraging advanced technology, and demonstrated a commitment to quality control. However, there were minor concerns regarding supply chain dependencies on certain critical components. The target company was also far too optimistic with the research and development timelines and underestimated its new technologies time to market within the conservative gas turbine industry.
- Market Position: The target company’s technology did have advantages over the leading market supplier, but purchase of this component was typically driven by low price rather than superior technology. One exception could be for gas turbines using hydrogen as a fuel, in which case the advanced technology of the supplier would be much more critical to help maintain combustion flame stability. Our assessment proved that the target company had vastly overestimated the size of this market within the next ten years. Overall the target company’s forecasts were overestimated, especially for sales to gas turbine OEMs and gas turbine after market service providers.
- Legal and Compliance: The company had a clean legal record with no ongoing litigations or major compliance issues. However, the major supply contracts with the gas turbine OEM were not firm and did not provide any guaranteed revenue stream.
Conclusion: The due diligence process revealed that, while our client had an opportunity to buy a company with advanced technology and some significant advantages in the gas turbine industry, the target company’s forecasts did not align with the realities of the gas turbine market. there were certain risks and challenges that needed careful consideration and mitigation strategies. SS&A’s assessments provided crucial insights for our client to negotiate terms, structure the deal, and develop a post-acquisition integration plan.
Outcome:
Armed with a comprehensive understanding of the target company’s position as a supplier to gas turbine OEMs, our client proceeded with the acquisition. They implemented risk mitigation strategies and integrated the target company successfully into their portfolio, leveraging its technological advancements to further establish their presence in the gas turbine industry.
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