PCE Industry Update Healthcare 2nd Quarter 2014 Insights on Healthcare Industry Trends – Q2 2014 Global M&A deals across all industries exceeded $1.0 trillion during the second quarter of 2014, the highest level since 2007, according to Thompson Reuters. Corporations and private equity groups, sitting on stockpiles of cash coupled with the ability to borrow at record low rates, are driving the acquisition spree. The healthcare industry appears to be riding the coattails of the market activity. Through the first half of 2014 the healthcare sectors tracked by the “PCE Industry Update – Healthcare” reported that 729 M&A transaction deals were announced or closed compared to only 631 in the same period 2013. Equipment & Supplies – Manufacturing & Distribution Pharmaceuticals, Biotechnology & Life Sciences The 106 merger and acquisition transaction volume among manufacturers and distributors of medical equipment & supplies for the first half of 2014 is relatively flat compared to the first half of 2013. However, the median total enterprise value for public companies in this sector, when measured as a multiple of EBITDA (“TEV/EBITDA”), has continued an upward trend. As of 6-30-2014 the median value had risen to 13.2x. The publicly held companies in this sector have continued to generate a negative to flat trend in operating margin results. In spite of these lack luster margin results, the public markets have continued to drive valuations upward for this segment of the healthcare industry. Facilities Services & E-Health Tech Merger and acquisition transaction activity of 191 is relatively flat for the first half of 2014 as compared to the same period in 2013. Despite the flat volume in transactions, multiples among publicly held hospitals, urgent care centers, skilled nursing homes and other facilities had increased by nearly two turn upward in value over the past year. As of 6-30-2014 the median value as measured by TEV/EBITDA had risen to 10.2X. The sectors that support the healthcare industry with services and operational technology continues to attract the greatest number of M&A transactions. Through the first half of 2014, these sectors’ 296 deals represents over 40% of all healthcare transactions. Tracking this upward trend in transaction activity, valuations among public companies have increased during the same period. Healthcare - For the Quarter Ended 06/30/14 Transaction Volume as % of Industry Industry Trends During Quarter Sector Transaction Volume TEV/ Revenue TEV/EBITDA Equipment & Supplies Manufacturing & Distribution Facilities 14% Equipment & Supplies Manufacturing & Distribution 41% Facilities 26% Pharmaceuticals, Biotechnology & Life Sciences 15% 38% Pharmaceuticals, Biotechnology & Life Sciences Services & E-Health Technology 29% 19% 19% Quarter Services & E-Health Technology Rolling 12-Month * Based on transactions with reported financial data only; historically ~ 30% to 40% of transactions report financial data Largest Transactions Announced or Closed During Quarter by Transaction Value Rolling 12-Month Transaction Volume Trends by Buyer Origin 1,600 1,400 177 157 1,200 1,000 171 154 166 800 1,228 600 400 1,144 953 1,321 1,243 200 6/30/2010 6/30/2011 6/30/2012 # of United States Transactions 6/30/2013 6/30/2014 # of Foreign Transactions * Results exclude transactions that did not disclose buyer information Source: S&P Capital IQ as of 7/18/2014 and PCE Proprietary Data ($ in millions) Target Equipment & Supplies Manufacturing & Distribution Pharmaceuticals, Biotechnology & Life Sciences LVB Acquisition, Inc. Idenix Pharmaceuticals Inc. (NasdaqGS:IDIX) Merck & Co. Inc. (NYSE:MRK) $3,849.0 Services & E-Health Technology Sheridan Healthcare, Inc. AmSurg Corp. (NasdaqGS:AMSG) $2,350.0 Services & E-Health Technology Gentiva Health Services Inc. (NasdaqGS:GTIV) Kindred Healthcare Inc. (NYSE:KND) $1,703.8 Pharmaceuticals, Biotechnology & Life Sciences Furiex Pharmaceuticals, Inc. Forest Laboratories, Inc. $1,558.0 Services & E-Health Technology Healogics, Inc. Clayton, Dubilier & Rice, Inc. $910.0 Pharmaceuticals, Biotechnology & Life Sciences Pharmaceuticals, Biotechnology & Life Sciences Equipment & Supplies Manufacturing & Distribution Pharmaceuticals, Biotechnology & Life Sciences INSIGHT Pharmaceuticals, LLC Medtech Products, Inc. $750.0 iPierian, Inc. Bristol-Myers Squibb Company (NYSE:BMY) $725.0 Ulthera, Inc. Merz North America, Inc. $600.0 DAVA Pharmaceuticals, Inc. Generics International (US), Inc. $600.0 * Detail above includes announced transactions Buyer Zimmer Holdings, Inc. (NYSE:ZMH) Transaction Value Sector $13,926.1 Equipment & Supplies - Manufacturing & Distribution - For the Quarter Ended 06/30/14 0.3% 0.4% 1.0% Summary of Sector Transactions During Quarter ($ in millions) Transactions <$50MM Transactions $50MM - $100MM 49 $17,265.20 $863.30 $117.50 Transaction Volume Transaction Value* Average Transaction Value* Median Transaction Value* Transactions by Value & Volume 40.0% Transactions $100MM - $150MM Transactions $150MM - $200MM Transactions $200MM - $250MM 97.0% Transactions > $250MM *Based on transactions with reported financial data only; historically ~ 30% to 40% of transactions report financial data. 5.0% Private Sector Value and EBITDA Multiple Trends Rolling 12-Month Value & Multiple Trends 20.0x 18.0x 16.0x 14.0x 40 12.0x 30 10.0x 8.0x 20 6.0x 4.0x 10 2.0x - 0.0x 6/30/2011 LTM Median Values 6/30/2012 6/30/2013 LTM Median TEV / EBITDA * Values and multiples may be skewed given data includes reported information only. While ~ 30% - 40% of transactions disclose values, only ~ 3% - 5% disclose EBITDA multiples. As a result, data may be a poor indicator of overall market performance. Source: S&P Capital IQ as of 7/18/2014 and PCE Proprietary Data 6/30/2014 TEV / EBITDA Transaction Value ($ in millions) 50 6/30/2010 5.0% 5.0% % Transaction Volume During Quarter % Transaction Value During Quarter 60 45.0% Equipment & Supplies - Manufacturing & Distribution - For the Quarter Ended 06/30/14 Summary of Public Comparables as of Quarter End ($ in millions) Market Cap TEV Revenue EBITDA EBIT Average $3,847 7.5x 19.0x 26.3x Median $474 3.0x 13.2x 17.8x LTM 6/30/2014 Trends TEV/Revenue TEV/EBITDA Gross Profit Margins EBITDA EBIT Average 49.9% -7.1% -11.4% Median 51.6% 7.8% 4.6% TEV/EBIT LTM 6/30/2014 Trends Gross Margin EBITDA Margin EBIT Margin Valuation Trends Margin Trends 20.0x 60.0% 18.0x 50.0% 16.0x 14.0x 40.0% 12.0x 10.0x 30.0% 8.0x 20.0% 6.0x 4.0x 10.0% 2.0x 0.0x 6/30/2010 6/30/2011 TEV/Revenue 6/30/2012 TEV/EBITDA Source: S&P Capital IQ as of 7/18/2014 and PCE Proprietary Data 6/30/2013 TEV/EBIT 6/30/2014 0.0% 6/30/2010 6/30/2011 Gross Margin 6/30/2012 EBITDA Margin 6/30/2013 EBIT Margin 6/30/2014 Facilities - For the Quarter Ended 06/30/14 Transactions by Value & Volume Summary of Sector Transactions During Quarter ($ in millions) Transactions <$50MM 90 $755.50 $22.90 $14.60 Transaction Volume Transaction Value* Average Transaction Value* Median Transaction Value* 3.0% 3.0% 3.0% Transactions $50MM - $100MM 24.6% Transactions $100MM - $150MM 18.0% 50.3% Transactions $150MM - $200MM 90.9% Transactions $200MM - $250MM Transactions > $250MM *Based on transactions with reported financial data only; historically ~ 30% to 40% of transactions report financial data. 7.1% % Transaction Volume During Quarter % Transaction Value During Quarter Private Sector Value and EBITDA Multiple Trends Rolling 12-Month Value & Multiple Trends 25 16.0x 12.0x 10.0x 15 8.0x 10 6.0x 4.0x 5 2.0x - 0.0x 6/30/2010 6/30/2011 LTM Median Values 6/30/2012 6/30/2013 LTM Median TEV / EBITDA * Values and multiples may be skewed given data includes reported information only. While ~ 30% - 40% of transactions disclose values, only ~ 3% - 5% disclose EBITDA multiples. As a result, data may be a poor indicator of overall market performance. Source: S&P Capital IQ as of 7/18/2014 and PCE Proprietary Data 6/30/2014 TEV / EBITDA Transaction Value ($ in millions) 14.0x 20 Facilities - For the Quarter Ended 06/30/14 Summary of Public Comparables as of Quarter End ($ in millions) Market Cap TEV Revenue EBITDA EBIT Average $2,867 1.7x 12.4x 23.1x Median $1,555 1.6x 10.2x 15.8x LTM 6/30/2014 Trends TEV/Revenue TEV/EBITDA Gross Profit Margins EBITDA EBIT Average 32.2% 14.1% 9.3% Median 34.3% 14.0% 8.1% TEV/EBIT LTM 6/30/2014 Trends Gross Margin EBITDA Margin EBIT Margin Valuation Trends Margin Trends 18.0x 40.0% 16.0x 35.0% 14.0x 30.0% 12.0x 25.0% 10.0x 20.0% 8.0x 15.0% 6.0x 10.0% 4.0x 5.0% 2.0x 0.0x 6/30/2010 6/30/2011 TEV/Revenue 6/30/2012 TEV/EBITDA Source: S&P Capital IQ as of 7/18/2014 and PCE Proprietary Data 6/30/2013 TEV/EBIT 6/30/2014 0.0% 6/30/2010 6/30/2011 Gross Margin 6/30/2012 EBITDA Margin 6/30/2013 EBIT Margin 6/30/2014 Pharmaceuticals, Biotechnology & Life Sciences - For the Quarter Ended 06/30/14 0.4% 0.4% 0.1% 0.2% Summary of Sector Transactions During Quarter ($ in millions) 40.0% Transactions <$50MM 68 $94,052.30 $2,687.20 $110.00 Transaction Volume Transaction Value* Average Transaction Value* Median Transaction Value* Transactions by Value & Volume 42.9% Transactions $50MM - $100MM Transactions $100MM - $150MM Transactions $150MM - $200MM Transactions $200MM - $250MM 99.0% Transactions > $250MM *Based on transactions with reported financial data only; historically ~ 30% to 40% of transactions report financial data. 2.9% % Transaction Volume During Quarter % Transaction Value During Quarter Private Sector Value and EBITDA Multiple Trends Rolling 12-Month Value & Multiple Trends 120 22.0x 20.0x 18.0x 16.0x 80 14.0x 12.0x 60 10.0x 8.0x 40 6.0x 4.0x 20 2.0x - 0.0x 6/30/2011 LTM Median Values 6/30/2012 6/30/2013 LTM Median TEV / EBITDA * Values and multiples may be skewed given data includes reported information only. While ~ 30% - 40% of transactions disclose values, only ~ 3% - 5% disclose EBITDA multiples. As a result, data may be a poor indicator of overall market performance. Source: S&P Capital IQ as of 7/18/2014 and PCE Proprietary Data 6/30/2014 TEV / EBITDA Transaction Value ($ in millions) 100 6/30/2010 5.7% 8.6% Pharmaceuticals, Biotechnology & Life Sciences - For the Quarter Ended 06/30/14 Summary of Public Comparables as of Quarter End ($ in millions) Market Cap TEV Revenue EBITDA EBIT Average $5,085 28.3x 32.5x 28.0x Median $333 9.6x 17.7x 22.2x LTM 6/30/2014 Trends TEV/Revenue TEV/EBITDA Gross Profit Margins EBITDA EBIT Average 35.1% -39.6% -44.1% Median 53.9% -7.4% -9.4% TEV/EBIT LTM 6/30/2014 Trends Gross Margin EBITDA Margin EBIT Margin Valuation Trends Margin Trends 25.0x 70.0% 60.0% 20.0x 50.0% 40.0% 15.0x 30.0% 20.0% 10.0x 10.0% 0.0% 5.0x 6/30/2010 6/30/2011 6/30/2012 6/30/2013 -10.0% 0.0x 6/30/2010 6/30/2011 TEV/Revenue 6/30/2012 TEV/EBITDA Source: S&P Capital IQ as of 7/18/2014 and PCE Proprietary Data 6/30/2013 TEV/EBIT 6/30/2014 -20.0% Gross Margin EBITDA Margin EBIT Margin 6/30/2014 Services & E-Health Technology - For the Quarter Ended 06/30/14 1.9% 2.9% 4.5% Summary of Sector Transactions During Quarter ($ in millions) Transactions <$50MM 142 $7,423.10 $309.30 $37.10 Transaction Volume Transaction Value* Average Transaction Value* Median Transaction Value* Transactions by Value & Volume 29.2% Transactions $50MM - $100MM Transactions $100MM - $150MM 54.2% Transactions $150MM - $200MM Transactions $200MM - $250MM 90.7% 8.3% Transactions > $250MM *Based on transactions with reported financial data only; historically ~ 30% to 40% of transactions report financial data. 8.3% % Transaction Volume During Quarter % Transaction Value During Quarter Private Sector Value and EBITDA Multiple Trends Rolling 12-Month Value & Multiple Trends 30 14.0x 12.0x 10.0x 20 8.0x 15 6.0x 10 4.0x 5 2.0x - 0.0x 6/30/2010 6/30/2011 LTM Median Values 6/30/2012 6/30/2013 LTM Median TEV / EBITDA * Values and multiples may be skewed given data includes reported information only. While ~ 30% - 40% of transactions disclose values, only ~ 3% - 5% disclose EBITDA multiples. As a result, data may be a poor indicator of overall market performance. Source: S&P Capital IQ as of 7/18/2014 and PCE Proprietary Data 6/30/2014 TEV / EBITDA Transaction Value ($ in millions) 25 Services & E-Health Technology - For the Quarter Ended 06/30/14 Summary of Public Comparables as of Quarter End ($ in millions) Market Cap TEV Revenue EBITDA EBIT Average $4,844 3.2x 22.4x 30.3x Median $628 1.6x 11.9x 15.5x LTM 6/30/2014 Trends TEV/Revenue TEV/EBITDA Gross Profit Margins EBITDA EBIT Average 37.3% 9.8% 5.1% Median 34.3% 8.9% 6.2% TEV/EBIT 45.0% 16.0x 40.0% 14.0x 35.0% 12.0x 30.0% 10.0x 25.0% 8.0x 20.0% 6.0x 15.0% 4.0x 10.0% 2.0x 5.0% 0.0x TEV/Revenue 6/30/2012 TEV/EBITDA Source: S&P Capital IQ as of 7/18/2014 and PCE Proprietary Data EBITDA Margin Margin Trends 18.0x 6/30/2011 Gross Margin EBIT Margin Valuation Trends 6/30/2010 LTM 6/30/2014 Trends 6/30/2013 TEV/EBIT 6/30/2014 0.0% 6/30/2010 6/30/2011 Gross Margin 6/30/2012 EBITDA Margin 6/30/2013 EBIT Margin 6/30/2014 Data Assumptions David Jasmund At PCE, we consider transaction activity as mergers & acquisitions, consolidations, restructurings and spin-offs. Targets are defined as U.S. based companies with either foreign or U.S. based buyers. Transaction information provided is based on announced dates. PCE 200 East New England Ave, Suite 400 Winter Park, FL 32789 Direct: 407-621-2111 Main: 407-621-2100 Cell: 407-782-7000 Fax: 407-621-2199 [email protected] www.pcecompanies.com Glossary About PCE EBIT - Earnings Before Interest and Taxes Seventeen years ago, PCE was formed to provide professional investment banking, business valuation and advisory services to middle market companies. We determined from our experience as business owners that there was a need that was not being professionally fulfilled. EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization LTM - Last Twelve Months TEV - Total Enterprise Value We understand the importance of creating a relationship and the value of trust when providing our services. PCE’s professionals are successful business owner, entrepreneurs, lenders, former Federal Reserve board members, CPA’s, CFA’s, national & international valuation experts, international analysts and investors. PCE offers senior level attention, sound advice, skilled execution and personalized attention you can trust. Our mission is to be the premier investment bank serving middle market companies. PCE is committed to providing individualized strategies throughout your business lifecycle, focused on maximizing shareholder value. PCE Holdings, Inc. is the parent of PCE Investment Bankers, Inc. – member FINRA and SIPC; PCE Valuations, LLC; PCE Advisory, LLC
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