Key Takeaways
- With recession risk creeping up, technology issuers in the 'B' rating category find themselves battling higher interest rates, softer demand, high inflation, and ongoing supply chain disruptions.
- Some lower-rated technology companies are less well positioned to navigate through the headwinds, especially hardware companies with uncompetitive products, services, or operational challenges.
- The biggest risk for these companies remains the sluggish economy, leading to customers reducing IT budgets.
- We have identified 22 technology companies that are at risk of negative rating actions over the near term. The list is growing as macroeconomic conditions deteriorate.
Given the weakening macroeconomic environment and the rapid interest rate increases to combat elevated inflation, S&P Global Ratings is providing a refresh of our commentary "Macroeconomic Uncertainties Matter More Than Rising Interest Rates To Low-Rated U.S. Tech" published in March to incorporate our latest assumptions. In just one quarter, the macroeconomic backdrop underpinning our analysis has significantly deteriorated. The U.S. GDP growth rate has slowed considerably this year, with a second-quarter contraction of 0.9% after a 1.6% drop in the first quarter. S&P Global economists' assessment of recession risk over the next 12 months is 40%-50%, compared with 20%-30% just one quarter ago.
Here are our updated stress test assumptions:
- We stress LIBOR/SOFR rate to increase to 350 basis points (bps) by year-end 2022 and rise by another 50 bps by year-end 2023.
- We assume reduced sales and higher operating costs leading to lower EBITDA by 5% for software and 10% for hardware companies.
These assumptions are hardly the extent of the challenges lower-rated tech issuers will likely face the next two years. However, we believe this is a good starting point to help identify those companies most at risk of negative rating actions, based on our current downgrade or outlook revision thresholds, holding all else equal.
It's not surprising this updated stress test resulted in a larger number of companies on our "watchlist." Here we share our expectations for the extent and the timing of such actions.
Negative Rating Actions Will Be A Matter Of How Many, Not If.
While demand for technology products and services has remained resilient in the early part of 2022, characterized by large backlogs and stable book-to-bill trends, it's also evident that consumer IT spending is now weaker and could spread to reduce enterprise IT spending as the waning macroeconomic environment leads to enterprise IT budget cuts and layoffs.
These negative credit factors will likely exacerbate the pressure placed on credit metrics from rapidly rising interest rates, which could prove significant to many debt-laden tech issuers with scant free cash flow (FCF) generation.
Some Companies Are More At Risk Than Others
Some tech companies are at higher risk of negative rating actions due to various factors like business size, debt outstanding, exposure to foreign exchange rate fluctuation, and supply chain and inflation risks.
High small to midsize businesses (SMB) exposure. SMBs are usually the first to show signs of deterioration during an economic slowdown. Technology companies with high SMB exposure were relatively resilient during the pandemic, but this was largely in part to the substantial amount of government support provided to SMBs through several waves of stimulus packages.
Financial sponsor-owned companies. Tech companies that have highly leveraged financial profiles and an aggressive acquisition strategy and are owned by financial sponsors benefitted from a long stretch of favorable business and credit conditions that allowed them to engage in debt-financed acquisitions and still generate positive free cash flow. However, as the macroeconomic backdrop worsens, coupled with rising interest rates, companies with a significant amount of debt outstanding, especially those that have recently gone through a leveraged buyout (LBO) or engaged in large-size acquisitions are particularly vulnerable. These companies will likely have to incur costs to achieve targeted costs savings in the face of a weaker business environment that typically places higher focus on liquidity preservation, which could comprise operational or financial goals.
Lower value-add providers. Companies that operate in highly competitive marketplaces or have less brand value, such as those within the supply chain and are far removed from end consumers, are particularly vulnerable during economic slowdowns due to typically weaker margin profiles to absorb demand shocks. These companies generally have lower leverage or excess liquidity to compensate for the added business risk. Those that don't, could be vulnerable in a business downturn.
High growth trajectory/high investment requirements. Companies with good longer-term growth prospects but have low or no free operating cash flow (FOCF) generation due to high investment spending may face rating pressure. Our ratings on these companies could be somewhat contingent on strong secular growth and a significant improvement in FCF generation over time. When faced with macroeconomic challenges and prioritization of liquidity preservation, opting for lower investments over a short period could jeopardize longer-term growth trajectories.
Fallout from foreign exchange, supply chain, And inflation risks. Technology companies with overseas operations are likely to feel the increasing pressure from the strengthening dollar, which will likely drag down profitability if not fully hedged.
Transition to subscription-based business model from transactional. Companies in the process of transitioning to a more subscription-based business model will likely experience additional challenges when compounded by macroeconomic headwinds. The move to a subscription model typically includes significant implementation costs and added operational risks for customers. We often see customers slow such transitions and, at the same time, delay any significant license purchases, hurting tech companies' FCF generation.
Recent Rating Actions Explained
So far this year, we have taken 18 negative rating actions on non-investment grade issuers (see table 1), far outpacing the 6 positive rating actions, with many of the negative rating actions being outlook changes, rather than rating downgrades. Of these 18 negative rating actions, hardware & semiconductor accounted for 7 (out of 47 total hardware & semi companies we rate) while software & services had 11 negative rating actions (out of 90). While software negative rating actions have outpaced hardware year to date, it is important to note that most of these software rating and outlook changes were triggered by aggressive financial policy actions rather than a fundamental weakness causing increasing leverage. We revise outlooks to negative when there is a greater than one-third chance of a downgrade. We envision more such actions within the next 12 months given the uncertainties associated with the macroeconomic environment and our expectation for tighter liquidity for weaker tech issuers.
Table 1
U.S. Speculative-Grade Technology Issuers--Negative Rating Actions Year To Date | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Date | Company | Subsector | Rating | Rationale | ||||||||
To | From | |||||||||||
1/24/2022 |
McAfee Corp. |
Software | B-/Stable/-- | BB/Watch Neg/-- | Rating downgrade due to acquisition by Investor group, which brought leverage to over 10x | |||||||
3/9/2022 |
Imprivata Inc. |
Software | B-/Stable/-- | B/Stable/-- | Acquisition of SecureLink, which brought leverage to over 20x (including increased class A equity, which we treat as debt) | |||||||
3/16/2022 |
SkillSoft Corp. |
Software | B-/Stable/-- | B-/Positive/-- | $160 million incremental first-lien term loan to partially fund its acquisition of Codecademy | |||||||
4/19/2022 |
Datto Inc. |
Software | BB-/Watch Neg/-- | BB-/Stable/-- | The CeditWatch placement was triggered by Datto's announcement that it agreed to be acquired by Kaseya for approximately $6.2 billion | |||||||
4/7/2022 |
Intermedia Holdings Inc. |
Services | B-/Stable/-- | B/Watch Pos/-- | Business underperformance and higher investment requirements led to significant margin declines and leverage increase to >10x and negative FOCF | |||||||
4/6/2022 |
Redstone Buyer LLC (dba RSA) |
Software | B-/Stable/-- | B/Stable/-- | Reported a 17% revenue decline in fiscal 2022 and leverage increase to ~8x | |||||||
5/4/2022 |
NCR Corp. |
Hardware | B+/Stable/-- | BB-/Stable/-- | Experienced significant inflationary cost pressures amid persistent supply chain challenges and macro uncertainty that we expect will likely continue | |||||||
5/11/2022 |
Diebold Nixdorf Inc. |
Hardware | CCC+/Watch Neg/-- | B-/Positive/-- | Experienced significant operating challenges that we expect will likely continue. The CreditWatch negative reflects uncertainty over the company's ability to address upcoming debt maturities in 2023 and 2024, the sustainability of its capital structure longer term and higher probability of a debt restructuring | |||||||
5/12/2022 |
MaxLinear Inc. |
Semi | BB/Watch Neg/-- | BB/Stable/-- | Acquisition of Silicon Motion Technology Corp. The negative CreditWatch placement reflects our expectation that leverage could be meaningfully above our previous expectations | |||||||
5/20/2022 |
Avaya Holdings Corp. |
Hardware | B-/Negative/-- | B+/Stable/-- | Avaya's operating performance and credit metrics were weaker than expected. We expect its financial performance will remain challenged for at least the next 12 months | |||||||
6/3/2022 |
Kofax Parent Ltd. |
Software | B/Negative/-- | B/Stable/-- | Acquisition by Clearlake Capital and TA Associates in a secondary buyout that will result in closing leverage of about 7.1x; The negative outlook reflects our expectation of flat revenues and a slight decline in adjusted EBITDA margins due to an accelerated transition toward term and subscription licenses from a perpetual license model | |||||||
6/6/2022 |
Atlas Midco Inc. |
Software | B-/Stable/-- | B-/Positive/-- | Slower than expected deleveraging along with our expectation for EBITDA margins. Expect leverage at about 7x at the end of 2022 compared to our previous expectation in the low-6x area | |||||||
6/27/2022 |
Imperva Inc. |
Software | B-/Negative/-- | B-/Stable/-- | Our expectation that Imperva will need to rapidly pivot to the path of higher subscription revenue growth, improving EBITDA margin and positive free cash flow generation; absent of a successful path of cash flow generation, we believe its capital structure will be unsustainable longer term | |||||||
7/29/2022 |
Avaya Holdings Corp. |
Hardware | CCC/Negative/-- | B-/Negative/-- | Continued deterioration in revenue and profitability over the past three quarters, lack of cash flow generation, uncertainties around transformational cost-saving actions planned, have cast doubt on its ability to maintain the targeted pace of its transition to a subscription-based model. | |||||||
8/5/2022 |
Upland Software Inc. |
Software | B/Negative/-- | B/Stable/-- | $115 million convertible perpetual preferred stock to HGGC, a private equity firm, to raise capital for growth merger and acquisition opportunities. We treat this instrument as debt-like under our criteria, due to its issuance to a single investor as well as a step up in dividend yield after seven years | |||||||
8/10/2022 |
Corsair Gaming Inc. |
Hardware | BB-/Negative/-- | BB-/Stable/-- | Financial performance significantly below our expectations due to inventory correction across channels and weakening consumer demand. We expect leverage will increase substantially to over 7x due to weaker sales and an inventory write-down charge that will impair margins before recovering in 2023 | |||||||
8/11/2022 |
Avaya Holdings Corp. |
Hardware | CCC-/Negative/-- | CCC/Negative/-- | Company disclosed information about internal investigations by its audit committee, delayed financial reporting, and that about $221 million of principal remains outstanding under its $350 million convertible 2.25% senior notes due June 15, 2023, which we believe casts doubt on its ability to continue as a going concern. Company could undertake a debt restructuring or face a payment default over a much shorter time horizon than we previously expected | |||||||
8/29/2022 |
Intermedia Holdings Inc. |
Software | B-/Negative/-- | B-/Stable/-- | Expectation that Intermedia will generative negative FOCF over the next 12 months as a result of continuing groth investments and higher interest expense, which will lead to further near-term reliance on its $62 million RCF maturing in October 2024 | |||||||
FOCF--Free operating cash flow. RCF--Revolving credit facility. Source: S&P Global Ratings. |
While it's no surprise that hardware companies would be of higher credit concern given their transactional business model, we refrain from applying overly conservative assumptions since the impact from business risk factors may not be uniform even for companies in the same industries. For example, NCR Corp., Diebold Nixdorf Inc., and VeriFone Inc. are subject to similar business risk factors given their exposure to payments hardware. All three companies reported record high backlogs. However, while NCR and Diebold suffered from dwindling profitability and large negative working capital swings draining cash, Verifone proved to be much more resilient than expected mainly because it had the foresight to enact price increases earlier in the year, offsetting much of the interim margin pressure.
On the other hand, Diebold's situation was particularly volatile, hurt by inflationary pressure and supply chain challenges that led to significant working capital swings. The company was a microcosm for the rapidly changing business environment that could affect other tech companies if a recession comes to fruition. We downgraded the company to 'CCC+' and placed the ratings on CreditWatch with negative implications on May 11, 2022. With significantly negative FOCF, Diebold will likely have to increase the use of its revolver, which matures in 12 months while also facing a significant debt maturity in 2023 when its $755 million first-lien term loan becomes due. Given the refinancing risk, we view a debt restructuring as a higher probability event over the next 12 months.
We also saw Avaya Inc.'s rating trajectory take a turn for the worse. The steep credit deterioration was the result of an already weak FCF profile, higher refinancing risk, management changes, business transition to a subscription model from a licensing model and going-concern uncertainties as assessed by its auditors. We lowered our rating on the company to 'CCC-' from 'CCC' with a negative outlook on Aug. 11, 2022, as a result.
Negative Rating Actions Highly Correlated To Macroeconomic Trends
The number of companies flagged by this new stress test is 22, double the count from our previous test conducted in March 2022 (see table 2 and 3). While incremental interest costs are clearly negative for credit quality assessments, it's less of a factor, in our view, relative to a potential difficult business environment when assessing heightened default risk faced by many lower-rated tech issuers. Our expectation for U.S. GDP growth is about 2% in 2022 and about 1.6% in 2023. However, in our downside case scenario, we could envision U.S. GDP of 1.7% in 2022 and negative 0.6% in 2023, as well as our global IT spending growth rate deteriorating to 1.1% in 2023, down from about 4% in our base case scenario. In such a stressed scenario, we anticipate a year-over-year sales decline in 2023 for many hardware and semiconductors companies, an overall flattish IT services spending environment, with discretionary IT spending hurt but offset by strategic growth areas within 5G, electric vehicle, data center, and cloud segments. Software revenue growth, while positive, will likely decelerate significantly to the low- to mid-single digit growth versus a high-single digit growth expectations in our base case scenarios.
We note that 19 of the 22 companies flagged are rated 'B-' or lower. Most of the 'B-' rated companies have modest to breakeven free operating cash flow and we believe that in a mildly stressed macroeconomic environment that will likely lead to EBITDA contractions, it is conceivable that some of these companies will generate negative FOCF that may result in negative rating actions. Investment-grade issuers or those in the 'BB' category aren't in scope as we believe these entities have sufficient cushion to manage a mildly stressed macroeconomic environment. However, should a recession lead to operating results materially worse than our expecations, we can envision rating pressure migrating to the 'BB' category.
Table 2
U.S. Technology Hardware And Semiconductor Issuers At Risk For A Downgrade | ||||||||
---|---|---|---|---|---|---|---|---|
Company | Current long-term rating/outlook | Subsector | Comments | |||||
Snap One Holdings Corp. |
B/Stable | Specialty hardware | Elongated supply chain issues and a tougher macroeconomic environment could provide headwinds to financial performance | |||||
Creation Technologies Inc. |
B/Stable | Electronic manufacturing services | Semiconductor supply shortage is affecting business performance many EMS providers are having a hard time securing sufficient semiconductor chips to satisfy demand | |||||
Kofax Parent Ltd. |
B/Negative | Specialty hardware | The transition to a more recurring revenue model and related investments will limit near-term deleveraging prospects after the buyout | |||||
CommScope Holding Co. Inc. |
B-/Stable | Network equipment | Limited revenue visibility, with exposure to volatility in customer capital spending, compounding risks from increased material costs and uncertainty stemming from the Home Networks divestiture | |||||
East West Manufacturing LLC |
B-/Stable | Electronic manufacturing services | Many EMS providers are having a hard time securing sufficient semiconductor chips to satisfy demand | |||||
Electronics for Imaging Inc. |
B-/Stable | Specialty hardware | Possibility that consumers will reduce spending in the economic downturn | |||||
Emerald Technologies (U.S.) AcquisitionCo. Inc. |
B-/Stable | Electronic manufacturing services | Many EMS providers are having a hard time securing sufficient semiconductor chips to satisfy demand | |||||
VeriFone Systems Inc. |
B-/Stable | Specialty hardware | Verifone has high elevated adjusted leverage with exposure to the difficult environment coupled with high working capital volatility | |||||
Casa Systems Inc. |
B-/Stable | Components | Term loan matures in 2023 presents refinancing risk. Supply chain and customer capex spending could lead to volatile business performance near term | |||||
Natel Engineering Co. LLC |
CCC+/Stable | Electronic manufacturing services | Many EMS providers are having a hard time securing sufficient semiconductor chips to satisfy demand | |||||
Riverbed Intermediate Holdings LLC |
CCC+/Stable | Network equipment | We see high leverage as unsustainable over the longer term, absent improved operating performance, including a return to revenue growth and improved profitability and cash flow generation | |||||
Eastman Kodak Co. |
CCC+/Stable | Specialty hardware | Persistently negative free cash flow due to weak profitability and high legacy overhead expenses. A secular decline commercial printing will continue to pressure revenues over the longer term, unless the company finds traction in growth initiatives | |||||
Diebold Nixdorf Inc. |
CCC+/Watch Neg | Specialty hardware | Expect higher component costs and supply chain constraints will continue to weigh down profitability over the near term. Higher probability of a debt restructuring over the next 12 months | |||||
Avaya Holdings Corp. |
CCC-/Negative | Specialty hardware | Weak business performance and refinancing risk cast doubt on its ability to continue as a going concern | |||||
EMS--Electronic manufacturing services. Sources: S&P Global Ratings. |
Table 3
U.S. Technology Software And Services Issuers At Risk For A Downgrade | ||||||||
---|---|---|---|---|---|---|---|---|
Company | Current long-term rating/outlook | Subsector | Comments | |||||
Aspen Jersey Topco Ltd. |
B-/Stable | Application-specific software | Weaker macroeconomic trends stemming from high gas prices and elevated labor or other supply chain costs could reduce consumer confidence and weaker operating performance | |||||
Astra Acquisition Corp. |
B-/Stable | Educational software | Expect the company will have limited free cash flow generation in the first year post-merger due to one-time costs. Very high leverage and weak FCF generation | |||||
Cornerstone OnDemand Inc. |
B-/Stable | Application-specific software | We expect Cornerstone's leverage to stay elevated on lower EBITDA due to its projected unvested RSU cash payments | |||||
Delta Topco Inc. |
B-/Stable | Security software | High S&P Global Ratings-adjusted leverage will be above 10x during fiscal year 2022 | |||||
Globetrotter Intermediate LLC |
B-/Stable | Application-specific software | We expect EBITDA margins to decline further toward the midteens percent area in 2022 from about 21% in 2021, while expecting leverage to increase to about 15x in 2022. We expect FOCF to remain positive at just above breakeven | |||||
Red IntermediateCo LLC |
B-/Stable | Application-specific software | We anticipate continued growth investments to drive lower EBITDA and operating cash flow in 2022 | |||||
Intermedia Holdings Inc. |
B-/Negative | IT services | We expect negative FOCF due to organic growth investments as well as higher interest expense will lead to furhter near-term reliance on its $62 million RCF maturing in October 2024. | |||||
Imperva Inc. |
B-/Negative | Security software | Imperva's aggressive transition to subscription-based contracts combined with leadership changes in the sales organization will be a headwind to revenue and reduce near-term visibility. Very high financial leverage and a significant interest burden limit Imperva's ability to weather unexpected adverse events | |||||
IT--Information technology. FCF--Free cash flow. FFO--Funds from operations. FOCF--Free operating cash flow. Source: S&P Global Ratings. |
Do We Expect More Downgrades To 'CCC'?
We believe a deep and lengthy recession would lead to more downgrades to the 'CCC' rating category. However, most of our lower-rated tech issuers can withstand a mild recession that we believe will merely delay rather than eliminate IT spending or lead to significant layoffs. As many of our 'B-' rated tech issuers are software companies with predictable revenue and FCF generation, we believe many of them will be able to navigate through the challenging macroeconomic environment with their ratings intact.
We've identified eight software/services companies at higher risk of negative rating actions because of several factors including low FOCF generation due to high-growth investments, stressed balance sheets with a large degree of leverage, as well as transitions to more subscription-based sales models. The element of uncertainty will likely be the main driver of outlook changes to negative over the next few quarters. Tech issuers that are most vulnerable to downgrades are those that require favorable operating environments in order to preserve credit metrics.
Fourteen of 22 companies identified by our stress test are hardware companies, which we believe are most vulnerable to business underperformance because of their revenue and cash flow variability. While we will continue to see lower FCF levels and higher leverage, a good portion of the companies on this watchlist don't face near-term debt maturities and may be able to weather the storm. We're not quite at the point of sounding the alarms with ubiquitous downgrades; however, we've have already seen companies like Avaya and Diebold take sharp tumbles and wouldn't be surprised to see a few more downgrades to the 'CCC' rating category if we enter into an environment that is worse than a mild recession.
This report does not constitute a rating action.
Primary Credit Analyst: | Brandon Solis, New York + 1 (212) 438 2301; brandon.solis@spglobal.com |
Secondary Contact: | David T Tsui, CFA, CPA, San Francisco + 1 415-371-5063; david.tsui@spglobal.com |
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