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1
Tech M&A Monthly
Valuations
for an Optimal Outcome
November 8, 2018
2
Timothy joined Corum in 2011, and oversees the company’s marketing efforts globally from the headquarters near
Seattle. Chief among these is Corum's extensive conference schedule, “Selling Up, Selling Out,” the Merge Briefing,
the Tech M&A Monthly webcast and Corum's platinum sponsorship of the World Financial Symposiums' live events
and Market Spotlight series. Through these events, Corum Group serves as the world’s leading educator in
technology mergers and acquisitions.
Prior to joining Corum, Timothy served as marketing and product manager for GIS software startup Depiction, Inc.,
and previously worked in marketing for VizX Labs, a pioneering SaaS startup delivering DNA analysis tools. In
addition to marketing for software startups, Tim has worked for a US Senate campaign and taught science in Rio de
Janeiro.
Timothy graduated Magna Cum Laude from Bethel University in St. Paul, Minnesota, with degrees in History and
Biology.
Welcome
Timothy Goddard
EVP, Marketing
Corum Group Ltd.
3
Agenda
 Welcome
 Event Report: Growth & Exit Strategies, New York City
 Event Report: Growth & Exit Strategies, Sydney
 Field Report: Tradetec
 Research Report
 Special Report: Valuations for an Optimal Outcome
 Q&A
4
Ivan Ruzic has had a successful 30+ year career in the software business that has included virtually every senior
executive role. His resume spans marquee companies such as BEA systems, Novell and Borland as well as multiple
startups including his own. His international experience is extensive and in addition to the United States has been
involved in mergers and acquisitions in Europe, Africa and Asia.
His success and extensive experience qualify him as an expert in building value and realizing wealth. Ivan joined
Corum Group, the world’s leading software M&A firm, with a specific focus on educating and helping prospective
sellers maximize the value of their technology companies.
Ivan Ruzic
Vice President
Corum Group
Event Report: World Financial Symposiums NYC
5
6
7
Private Equity Panel
8
Investors Panel
9
Buyers Panel
10
Presentation from Morgan Stanley
11
Building and Monetizing IP
12
“Fireside” Chat
13
Sellers Panel
14
15
Daniel Bernstein has worked in a number of roles over a twenty year career in high technology, most recently as the
founder and CEO of Sandlot Games Corporation, a leading casual games publisher and developer. Having sold
Sandlot Games to Digital Chocolate in 2011, Daniel started a small games studio and a consulting practice where he
advises larger companies such as RealNetworks and smaller high growth businesses on product development,
strategic initiatives, and M&A opportunities.
Prior to Sandlot Games, Daniel Bernstein held director level positions in companies such as Wild Tangent and
Monolith. An accomplished composer, Daniel also writes music for most of the games he works on.
Daniel holds a BS in Computer Science and an MA in Music Composition from the University of Virginia.
Event Report: World Financial Symposiums Sydney
Daniel Bernstein
Senior Vice President
Corum Group
16
17
18
Buyers Panel
19
Investors Panel
20
Sellers Panel
21
Cocktails with a View
22
23
Dave joined Corum in 2015 and has a diverse background in technology and life sciences. As an executive and
entrepreneur, Dave has been operating and investing in companies sitting at the convergence of commerce and
eCommerce as well as innovative life science businesses for over 25 years. Recently, Dave was CEO North America
for Gaxsys, an eCommerce and logistics company that is a leader in last mile logistics and fulfillment for eCommerce
marketplaces.
Dave has been on both sides of the mergers and acquisitions table, having sold a life science technology company,
facilitated sell side and buy side technology transactions and has also scaled multiple technology companies globally in
the eCommerce, life sciences and innovation intelligence markets.
Dave sits on boards of numerous public and private companies, including one that recently filed for an IPO.
Field Report: TradeTec
David Levine
Senior Vice President
Corum Group
24
Corum Research Report
Amber Stoner
Director of Research
Elon Gasper
EVP, Research
Yasmin Khodamoradi
Director, Client Services
Alden Mendoza
Research Analyst
25
Public Markets
2017 2018
Oct Nov Dec Jan Mar May Jun Aug Oct
All-time high
USA Oct 2018
S&P Tech -11%
NASDAQ -9%
Dow Jones -5%
Asia Oct 2018
HANG SENG -10%
SSE Composite -8%
Nikkei -9%
Europe Oct 2018
CAC 40 -7%
DAX -7%
FTSE 100 -5%
NovFeb Apr Jul Sep
26
The Bull Market, 2009-Present
2009 2011 2013 2015 2017
2009 2011 2013 2015 2017 2018
2018
27
Corum Index
Market
Transactions
Oct. 2018Oct. 2017
273 342
Megadeals 4 8
Largest Deal $3.6B $34B
Pipeline
Private Equity
Platform Deals
24 30
VC Backed Exits 8040
Attributes
32%
Cross Border
Transactions 36%
Start-Up
Acquisitions 15%14%
16 yrs15 yrs
Average Life
of Target
Oct. 2017 Oct. 2018
Oct. 2017 Oct. 2018
0%
100%
100%
25%
25%
844%
28
Megadeals H2 2018 to Date
$10B $63B
IT SERVICES INFRASTRUCTUREVERTICAL
$30B$21B
HORIZONTAL
$2.5B
$19B
$2.4B
$8.9B
CONSUMER
$2.0B
$3.4B
$1.5B
$1.8B
$1.8B
$2.1B
$34B
$3.2B
$4.4B
$1.3B $2.6B
$1.5B
$1.5B
$1.5B
$6.7B
$16B
$2.3B
$1.3B
$2.0B
$5.4B
$1.2B
$4.8B
$2.0B
$1.7B
$1.0B
$1.5B
29
Megadeals H2 2018 to Date
$10B $63B
IT SERVICES INFRASTRUCTUREVERTICAL
$30B$21B
HORIZONTAL
$2.5B
$19B
$2.4B
$8.9B
CONSUMER
$2.0B
$3.4B
$1.5B
$1.8B
$1.8B
$2.1B
$34B
$3.2B
$4.4B
$1.3B $2.6B
$1.5B
$1.5B
$1.5B
$6.7B
$16B
$2.3B
$1.3B
$2.0B
$5.4B
$1.2B
$4.8B
$2.0B
$1.7B
$1.0B
$1.5B
Target: Red Hat [USA]
Acquirer: IBM [USA]
Transaction Value: $34B (10.8x EV/Sales)
- Enterprise open source solutions
- The largest software deal in history
Sold to
30
Megadeals H2 2018 to Date
$10B $63B
IT SERVICES INFRASTRUCTUREVERTICAL
$30B$21B
HORIZONTAL
$2.5B
$19B
$2.4B
$8.9B
CONSUMER
$2.0B
$3.4B
$1.5B
$1.8B
$1.8B
$2.1B
$34B
$3.2B
$4.4B
$1.3B $2.6B
$1.5B
$1.5B
$1.5B
$6.7B
$16B
$2.3B
$1.3B
$2.0B
$5.4B
$1.2B
$4.8B
$2.0B
$1.7B
$1.0B
$1.5B
Target: FNZ Group [HIG Private Equity] [General Atlantic] [United Kingdom]
Acquirer: CDPQ / Generation Investment Management [Canada]
Transaction Value: $1.5B
- Wealth management SaaS
- One of the largest global FinTech transactions in 2018
Sold to
31
Megadeals H2 2018 to Date
$10B $63B
IT SERVICES INFRASTRUCTUREVERTICAL
$30B$21B
HORIZONTAL
$2.5B
$19B
$2.4B
$8.9B
CONSUMER
$2.0B
$3.4B
$1.5B
$1.8B
$1.8B
$2.1B
$34B
$3.2B
$4.4B
$1.3B $2.6B
$1.5B
$1.5B
$1.5B
$6.7B
$16B
$2.3B
$1.3B
$2.0B
$5.4B
$1.2B
$4.8B
$2.0B
$1.7B
$1.0B
$1.5B
Target: L3 Technologies [USA]
Acquirer: Harris Corporation [USA]
Transaction Value: $16B
- Military communication and electronic systems
- Boosts Harris’ share in the military communications market
Sold to
32
4.4x
18.1x
Public Valuation Multiples
EV
Sales
Corum Analysis
EV
EBITDA
Knocked down to
2-year lows…
…with EBITDA ratios
holding up a bit
better – only a
1-year low.
Vertical Application Software Market
Since Q3 Oct. 2018
33
Deal Spotlights: Healthcare
Vertical Application Software Market
Sold to
Sold to
Target: Noona Healthcare [Finland]
Acquirer: Varian Medical Systems [USA]
- Cloud-based mobile service for capturing patient-reported outcomes
Target: COMS Interactive [USA]
Acquirer: PointClickCare [Canada]
- Point-of-care clinical decision support SaaS
34
Deal Spotlights: Healthcare
Vertical Application Software Market
Sold to
Sold to
Target: Rubixis [USA]
Acquirer: TransUnion [USA]
- Healthcare revenue cycle analytical platform
Target: goBalto [USA]
Acquirer: Oracle [USA]
- SaaS clinical research tool
35
Deal Spotlights: Education
Vertical Application Software Market
Sold to
Sold to
Target: Cambium Learning Group [USA]
Acquirer: Veritas Capital [USA]
Transaction Value: $685.2M (4.7x EV/Sales and 18.6x EV/EBITDA)
- Educational support services and software
Target: Gradescope [USA]
Acquirer: Turnitin [Insight Venture Partners] [USA]
- Grading platform for schools and departments
36
Sold to
Target: Bricsys [Belgium]
Acquirer: Hexagon [Sweden]
- Solutions for 2D drafting, 3D direct modeling, sheet metal design and BIM
Deal Spotlights: 3D Modelling
Vertical Application Software Market
Sold to
Target: Legion [United Kingdom]
Acquirer: Bentley Systems [USA]
- Simulation and modeling software for analyzing foot traffic
Sold to
Target: Agency9 [Sweden]
Acquirer: Bentley Systems [USA]
- Web and mobile based solutions for 3D visualization of geographic information and maps
37
Deal Spotlight: Government
Vertical Application Software Market
Sold to
Target: Everyone Counts [USA]
Acquirer: Votem [USA]
- Secure electronic voting solutions
- Votem’s second acquisition since its launch in 2016
38
IT Services Software Market
1.2x
11.0x
Public Valuation Multiples
EV
Sales
Corum Analysis
EV
EBITDA
…with EBITDA value
metrics dipping down
to early 2017
numbers.
Still historically high
despite market
decline…
Since Q3 Oct. 2018
39
IT Services
Deal Spotlights: Azure SI
Sold to
Sold to
Target: Mexia Consulting [Australia]
Acquirer: Deloitte [USA]
- Azure IT consulting services
Target: ISI Expert [France]
Acquirer: SoftwareONE AG [Switzerland]
- Azure digital transformation services
Sold to
Target: Corporate Network Integration [Australia]
Acquirer: Logicalis Group [Datatec] [United Kingdom]
- Managed information technology services
40
IT Services
Deal Spotlight: AI-Enabled Automation Services
Sold to
Target: Symphony Ventures [United Kingdom]
Acquirer: Sykes Enterprises [USA]
Transaction Value: $67.5M
- AI-enabled repetitive task automation services
- Provides Sykes with automation-led customer engagement expertise
41
IT Services
Deal Spotlights: Security and Cybersecurity Services
Sold to
Sold to
Target: FusionStorm [USA]
Acquirer: Computacenter [United Kingdom]
Transaction Value: $70M
- IT consulting, cloud/managed and security services
Target: Sygnia [Israel]
Acquirer: Temasek Holdings Private [Singapore]
Transaction Value: $250M
- Cyber technology consulting and incident response services
42
IT Services
Deal Spotlight: Government SI
Sold to
Target: General Dynamics Information Technology (citizen-engagement
centers assets) [USA]
Acquirer: MAXIMUS [USA]
Transaction Value: $400M
- GD’s IT citizen engagement centers in the U.S. federal civilian market
- Strengthens MAXIMUS’ position in managing federal government programs
Citizen-engagement centers assets
43
Infrastructure Software Market
4.4x
17.8x
Public Valuation Multiples
EV
Sales
Corum Analysis
EV
EBITDA
Decline cushioned by
growing importance and
value of security.
Profitable, foundational
technology companies
retaining value amidst
decline.
Since Q3 Oct. 2018
44
Megadeals H2 2018 to Date
$10B $63B
IT SERVICES INFRASTRUCTUREVERTICAL
$30B$21B
HORIZONTAL
$2.5B
$19B
$2.4B
$8.9B
CONSUMER
$2.0B
$3.4B
$1.5B
$1.8B
$1.8B
$2.1B
$34B
$3.2B
$4.4B
$1.3B $2.6B
$1.5B
$1.5B
$1.5B
$6.7B
$16B
$2.3B
$1.3B
$2.0B
$5.4B
$1.2B
$4.8B
$2.0B
$1.7B
$1.0B
$1.5B
Target: Rocket Software [Court Square Capital Partners] [USA]
Acquirer: Bain Capital Private Equity [USA]
Transaction Value: $2B
- Enterprise infrastructure software
Sold to
45
Security Dominates Infrastructure Volume
Application
Monitoring
IoT
Cloud
Payments
Processing
Management
IT Systems
Management
Web
Development/
Testing
Security-related
Security
46
Sold to
Target: Layered Insight [USA]
Acquirer: Qualys [USA]
Transaction Value: $12M
- Software for visibility and control of containerized applications
- Underscores Qualys’ steady shift toward container runtime security
Deal Spotlight: Container-based application security
Infrastructure Software Market
47
Deal Spotlights: Cloud Infrastructure Security
Since Q1
Target: Dome9 Security [Israel]
Acquirer: Check Point Software Technologies [Israel]
Transaction Value: $175M
- SaaS to deliver security and compliance across public cloud infrastructure environments
Target: RedLock [USA]
Acquirer: Palo Alto Networks [USA]
Transaction Value: $173M
- Internet security software
Sold to
Sold to
Sold to
Target: FittedCloud [USA]
Acquirer: Apptio [USA]
- Machine learning-based cloud optimization software
Infrastructure Software Market
48
Sold to
Target: Total Defense [USA]
Acquirer: Marlin Equity Partners [USA]
- Subscription-based endpoint security software
- Aimed to strengthen cyber-defense capabilities of Total Defense
Deal Spotlight: Endpoint Security
Infrastructure Software Market
49
Deal Spotlights: Network Security
Target: Versive [USA]
Acquirer: eSentire [Canada]
- First ever acquisition by eSentire
Sold to
Sold to
Target: RedSocks Security [Netherlands]
Acquirer: Bitdefender [Romania]
- Solutions to detect suspicious network behaviour and combatting cybercrime
Infrastructure Software Market
50
Deal Spotlights: Identity Authentication
Infrastructure Software Market
Sold to
Sold to
Sold to
Target: Vix Verify Global [Australia]
Acquirer: GB Group [United Kingdom]
Transaction Value: $27.3M
- Identity verification and location intelligence software
Target: Acuant [USA]
Acquirer: Audax Private Equity [USA]
- Software for images and text extracting from ID documents
Target: Akamai Technologies (identity services division) [USA]
Acquirer: Verimatrix [USA]
- Akamai’s self-service authentication SaaS for content providers and video service operators
Identity Services
51
Sold to
Target: CorreLog [USA]
Acquirer: BMC Software [KKR] [USA]
- IT security log management and event correlation software
- Brings security management into BMC’s roster of mainframe solutions
Deal Spotlight: Security Event Management
Infrastructure Software Market
52
Megadeals H2 2018 to Date
$10B $63B
IT SERVICES INFRASTRUCTUREVERTICAL
$30B$21B
HORIZONTAL
$2.5B
$19B
$2.4B
$8.9B
CONSUMER
$2.0B
$3.4B
$1.5B
$1.8B
$1.8B
$2.1B
$34B
$3.2B
$4.4B
$1.3B $2.6B
$1.5B
$1.5B
$1.5B
$6.7B
$16B
$2.3B
$1.3B
$2.0B
$5.4B
$1.2B
$4.8B
$2.0B
$1.7B
$1.0B
$1.5B
Target: Veracode Software [Broadcom] [USA]
Acquirer: Thoma Bravo [USA]
Transaction Value: $1B
- Cloud code analysis and vulnerability SaaS
Sold to
53
Corum Research Report
Amber Stoner
Director of Research
Elon Gasper
EVP, Research
Yasmin Khodamoradi
Director, Client Services
Alden Mendoza
Research Analyst
54
Special Report:
Valuations
for an Optimal Outcome
55
Valuations for an Optimal Outcome: Tips
Stephen King
Vice President
Corum Group
Software
Companies are
Valued Differently
56
Software Companies Differences
Traditional Family Firm Software Company
Avg. Age of Company 30+ years 8 years
Avg. Age of CEO 60+ years 38
Reasons for Selling No Proper Heir, Retiring Liquidity, Timing
Value Tangible Assets Intangible Assets
Margins Low High
Sales Regional Nat’l/Int’l
Technology Changes Slow Rapid
Competition Well Known Diverse
Entry Barriers High Low
57
Traditional Family Firm Software Company
Avg. Employee Age 40+ 30
Co. Growth Rate Minimal Rapid
Credit
Bank Lines on Assets,
Invent., A/R
Credit Card
Mgmt. Experience High Minimal
Primary Advertising Yellow Pages, Local Papers Constantly Evolving
Revenue Stream Predictable Volatile
Valuation Methods **Traditional *Innovative
Software Companies Differences
58
Traditional Enterprise Vs. Software
Typical Traditional Business-
Costs rise with revenue
Typical Software Company-
No Variable Costs
VARIABLE COSTS
Software companies are more valuable
59
Valuations for an Optimal Outcome: Tips
Martin Lowrie
Vice President
Corum Group
Understand the
Purpose of
Your Valuation
60
Valuations for an Optimal Outcome: Tips
Marc O’Brien
Vice President
Corum Group
The Top 10
Valuation
Methods
61
10 Ways to Value a Company
 Sales multiple – Public peer group
 Earnings multiple – Public peer group
 Comparable M&A transaction analysis
 Discounted cash flow (DCF)
 Replacement cost analysis
 Dollars per R&D Developer
 Internal rate of return (IRR)
 Liquidation value
 Book value
 Internal Transaction Price
62
Valuations for an Optimal Outcome: Tips
Serge Jonnaert
Vice President
Corum Group
Present Your
Valuation in
Context
63
Valuations for an Optimal Outcome: Tips
Jeff Brown
Senior Vice President
Corum Group
Pro Forma
Earnings Should
Be Cautious and
Supportable
64
Financial Statements
Past Financial
Statements
Future
Projections
65
Valuations for an Optimal Outcome: Tips
Lonnie Schilling
Vice President
Corum Group
Start with
Analysis of a
Public Peer Group
66
Example Public Valuation Comparables
Trailing 12-Month Multiples Forward Multiples
Ticker Company Sales Earnings Sales Earnings
BMC BMC 3.72 x 11.36 x 3.41 x 14.96
CA CA Technologies 2.61 x 7.12 x 2.46 x 12.05
CVG Convergys 0.66 x 12.18 x 0.78 x 11.59
EGAN eGain Communications 0.95 x 5.86 x N/A N/A
ININ Interactive Intelligence 2.89 x 18.90 x 2.30 x 29.23
NICE NICE Systems 2.79 x 18.72 x 2.43 x 17.52
PEGA Pegasystems 3.97 x 41.23 x 2.98 x 28.35
RNOW RightNow Technologies 4.08 x 42.95 x 3.34 x 41.97
SPRT Support.com 6.25 x nm 3.56 x nm
SYMC Symantec 2.32 x 7.97 x 2.16 x 11.29
VRNT Verint Systems Inc 2.40 x 20.38 x 2.21 x 13.43
Median Multiple 2.79 x 15.45 x 2.44 x 14.96 x
After 25% Liquidity Discount 2.10 x 11.59 x 1.83 x 11.22 x
Applied Financial Metric $4,300,000 $900,000 $7,500,000 $1,742,000
Implied Value $9,000,000 $10,400,000 $13,725,000 $19,550,000
*nm (not meaningful) for multiples over 50x or negative
(in $millions)
67
Valuations for an Optimal Outcome: Tips
Mattias Borg
Vice President
Corum Group
Comparative
Analysis is
Perishable
68
Example Private M&A Comparables
Seller Buyer Deal Value
Target's
Revenue
Buyer Seller
Date
Announced
Purchase
Price
Seller Revenue
TTM
EV/S
Multiple
Consona Corp. [fka Made2Manage Systems] SupportSoft Inc. (Enterprise business)
Apr-17
$20.0 $42.1 0.48 x
SupportSoft's enterprise business, which provides enterprise technical support software and services to digital service
providers, corporate IT departments and managed service providers globally.
Alcatel-Lucent Motive Communications, Inc. Jun-18 $67.8 $64.4 1.05 x
Provides Interent and IP-based cable television service management software to telecommunications service providers.
Oracle Corporation Art Technology Group, Inc.
Nov-16 $1,000.0 $193.9 5.16 xProvides a broad range of e-commerce software and software as a service (SaaS) for businesses globally. Software
provides features for online payments, merchandising, email marketing, business analytics, content management and
customer service automation.
Pitney Bowes Inc. Portrait Software Jun-16 $64.1 $23.3 2.75 x
Provides customer interaction management, analytics and optimization software for businesses globally.
Pegasystems Inc. Chordiant Software, Inc.
Mar-16 $161.5 $76.3 2.12 x
Provides customer experience management (CEM) software for the telecom, healthcare, insurance and financial services
sectors.
Enghouse Systems Limited Mettoni Group Ltd
Apr-18 $22.6 $25.7 0.88 xProvides, through its subsidiaries, call center management and customer care software and telecommunications expense
management software as a service (SaaS) for businesses globally. Software is compatible with Cisco, Nortel and Avaya
systems.
Support.com [fka SupportSoft Inc.] YourTechOnline.com Inc.
May-17 $2.7 $2.3 1.17 x
Provides technology support and repair services to customers in North America. Services are delivered remotely over the
Internet.
Convergys Corporation Intervoice, Inc. [Intervoice-Brite, Inc.] Jul-18 $335.0 $206.2 1.62 x
Provides interactive voice response and call center automation software to enterprises and telecommunications markets.
salesforce.com InStranet
Aug-16 $31.5 $15.0 2.10 xProvides contact center and sales content management software to businesses. Applications automate the dispersal of
customer service-focused information.Customers include 3M, AXA, BNP Paribas, France Telecom, Orange, SFR Cegetel,
Wanadoo and Zurich North
Art Technology Group, Inc. InstantService, Inc. Jan-16 $17.0 $5.5 3.09 x
Provides chat and email-based customer service automation and analytics software as a service (SaaS) for businesses.
OpSource, Inc. LeCayla Technologies Limited Feb-15 $1.0 $0.2 5.00 x
Provides customer metering, on-boarding and billing software for software as a service (SaaS) and web based
applications software providers. Software records and reports software usage allowing providers to offer SaaS on a pay
per use and metered basis.
Median Sales Multiple 2.10x
Implied Value $9,000,000
69
Valuations for an Optimal Outcome: Tips
Allan Wilson
Senior Vice President
Corum Group
DCF is the Most
Commonly Used
Method Across
Sectors
70
Calculating Discounted Cash Flow (DCF)
Y1 Y2 Y3 Terminal
Value
$1.5M
1.251
$2.3M
1.252
$3M
1.253
$18.7M × 2.18
1.253
$1.2M
$1.5M
$1.5M
$20.9M
$25.1M
Y1 Earnings = $1.5M Y2 Earnings = $2.3M
Y3 Earnings = $1.5M Y3 Revenue = $18.7M
Terminal Multiple = 2.18x Discount Rate = 25%
71
Valuations for an Optimal Outcome: Tips
Bruce Lazenby
Vice President
Corum Group
Build vs Buy is
the Foundation of
Replacement
Cost Valuations
72
Valuations for an Optimal Outcome: Tips
Jaber Tannay
Vice President
Corum Group
Weighted
Averages Should
Support Strategy
& Market Dynamics
73
Weighted Valuations
Comparable Public Company Analysis
Financial
Metric
Applied
Multiple
Implied Value Weight Weighted Value
Trailing Multiples
Enterprise Value/TTM Revenue 4,300,000 2.10 x 9,000,000 8.3% 750,000
Trailing P/E 900,000 11.59 x 10,400,000 8.3% 870,000
Forward Multiples
Enterprise Value/FY Revenue 7,500,000 1.83 x 13,725,000 8.3% 1,100,000
Forward P/E - FY Earnings 1,742,000 11.22 x 19,550,000 8.3% 1,600,000
Total
Weighting of
Method
33.3% 4,320,000
Comparable Transaction Analysis 4,300,000 2.1 x 9,000,000 33.3% 3,000,000
Discounted Cash Flow Analysis 21,750,000 33.3% 7,200,000
Assumptions/Definitions:
EV = Enterprise Value (Market Capitalization + Debt - Cash)
Total Weighted Fair Market Value $14,500,000
74
Joel Espelien has worked in a number of roles over a twenty year career in the technology industry. Most recently Joel
served as Senior Advisor to Karmel Capital, where he advised on corporate spin-offs and M&A transactions, including
the private-equity backed purchase of DivX LLC from Rovi Corporation and subsequent sale to Neulion, Inc, as well as
the successful spin-off of Snaptracs, Inc. and its Tagg wireless pet tracking product from Qualcomm and the eventual
two-stage sale to Whistle Labs and Mars Petcare. Joel has also served on the boards of multiple venture-backed
companies resulting in successful exits, including AI startup IQ Engines (acquired by Yahoo) and IoT-for-AgTech
pioneer 640 Labs (acquired by Monsanto/Climate Corporation). Joel has also written extensively on the future of video
in his capacity as Senior Analyst for the Diffusion Group where he published 14 industry research reports as well as a
widely recognized weekly blog.
Previously, Joel was the Chief Business Officer, SVP of Strategy and General Counsel of PacketVideo, a pioneer in the
mobile video market. While at PacketVideo, Joel led corporate development activities, including multiple buy-side
acquisitions in the US and Europe, a groundbreaking technology partnership with Google that helped launch Android, a
private-equity backed MBO and ultimately the sale of the company to NTT DoCoMo (Japan).
Joel Espelien
President
Corum Group
Bonus Tip: When to Present Your Valuation
75
8 Stages for an
Optimal Outcome
IntegrationClosing
Due
Diligence
NegotiationDiscoveryContactResearchPreparation
76
1
Stage 5: Negotiation
 Organize and host final visits
 Provide structure & valuation guidance
 Create an auction environment
 Negotiate with top bidder(s)
 Sign Letter of Intent (L.O.I.)
 Inform other bidders of No Shop
IntegrationClosing
Due
Diligence
NegotiationDiscoveryContactResearchPreparation
77
Upcoming Conference Schedule
Selling Up Selling Out (SUSO) - Ready to go to market? During this half-day workshop, learn to prepare, position,
research, value, negotiate, and execute due diligence for maximum price and structure. This is the most attended Tech M&A
event ever – participants have done over $1 trillion in transaction value.
Merge Briefing (MB) - The Merge Briefing is a 90-minute executive briefing providing a current M&A market update (trends,
valuations, etc.), as well as a brief overview of the Tech M&A process: “8 Steps To An Optimal Outcome.”
www.CorumGroup.com/Events
Nov. 13: Prague – MB
Nov. 14: Cincinnati – MB
Nov. 14: Milan – MB
Nov. 15: Seattle – MB
Nov. 15: Toulouse – MB
Nov. 16: Seattle – Virtual MB
Nov. 20: Paris – MB
Nov. 21: London – MB
Nov. 21: Munich – SUSO
Nov. 22: Antwerp – MB
Nov. 22: Berlin – MB
Nov. 22: Dublin – MB
Nov. 23: Zurich – MB
Nov. 27: Orlando – SUSO
78
After the Deal – Celebration
79
www.corumgroup.com

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Tech M&A Monthly: Valuations for an Optimal Outcome

  • 1. 1 Tech M&A Monthly Valuations for an Optimal Outcome November 8, 2018
  • 2. 2 Timothy joined Corum in 2011, and oversees the company’s marketing efforts globally from the headquarters near Seattle. Chief among these is Corum's extensive conference schedule, “Selling Up, Selling Out,” the Merge Briefing, the Tech M&A Monthly webcast and Corum's platinum sponsorship of the World Financial Symposiums' live events and Market Spotlight series. Through these events, Corum Group serves as the world’s leading educator in technology mergers and acquisitions. Prior to joining Corum, Timothy served as marketing and product manager for GIS software startup Depiction, Inc., and previously worked in marketing for VizX Labs, a pioneering SaaS startup delivering DNA analysis tools. In addition to marketing for software startups, Tim has worked for a US Senate campaign and taught science in Rio de Janeiro. Timothy graduated Magna Cum Laude from Bethel University in St. Paul, Minnesota, with degrees in History and Biology. Welcome Timothy Goddard EVP, Marketing Corum Group Ltd.
  • 3. 3 Agenda  Welcome  Event Report: Growth & Exit Strategies, New York City  Event Report: Growth & Exit Strategies, Sydney  Field Report: Tradetec  Research Report  Special Report: Valuations for an Optimal Outcome  Q&A
  • 4. 4 Ivan Ruzic has had a successful 30+ year career in the software business that has included virtually every senior executive role. His resume spans marquee companies such as BEA systems, Novell and Borland as well as multiple startups including his own. His international experience is extensive and in addition to the United States has been involved in mergers and acquisitions in Europe, Africa and Asia. His success and extensive experience qualify him as an expert in building value and realizing wealth. Ivan joined Corum Group, the world’s leading software M&A firm, with a specific focus on educating and helping prospective sellers maximize the value of their technology companies. Ivan Ruzic Vice President Corum Group Event Report: World Financial Symposiums NYC
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  • 15. 15 Daniel Bernstein has worked in a number of roles over a twenty year career in high technology, most recently as the founder and CEO of Sandlot Games Corporation, a leading casual games publisher and developer. Having sold Sandlot Games to Digital Chocolate in 2011, Daniel started a small games studio and a consulting practice where he advises larger companies such as RealNetworks and smaller high growth businesses on product development, strategic initiatives, and M&A opportunities. Prior to Sandlot Games, Daniel Bernstein held director level positions in companies such as Wild Tangent and Monolith. An accomplished composer, Daniel also writes music for most of the games he works on. Daniel holds a BS in Computer Science and an MA in Music Composition from the University of Virginia. Event Report: World Financial Symposiums Sydney Daniel Bernstein Senior Vice President Corum Group
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  • 23. 23 Dave joined Corum in 2015 and has a diverse background in technology and life sciences. As an executive and entrepreneur, Dave has been operating and investing in companies sitting at the convergence of commerce and eCommerce as well as innovative life science businesses for over 25 years. Recently, Dave was CEO North America for Gaxsys, an eCommerce and logistics company that is a leader in last mile logistics and fulfillment for eCommerce marketplaces. Dave has been on both sides of the mergers and acquisitions table, having sold a life science technology company, facilitated sell side and buy side technology transactions and has also scaled multiple technology companies globally in the eCommerce, life sciences and innovation intelligence markets. Dave sits on boards of numerous public and private companies, including one that recently filed for an IPO. Field Report: TradeTec David Levine Senior Vice President Corum Group
  • 24. 24 Corum Research Report Amber Stoner Director of Research Elon Gasper EVP, Research Yasmin Khodamoradi Director, Client Services Alden Mendoza Research Analyst
  • 25. 25 Public Markets 2017 2018 Oct Nov Dec Jan Mar May Jun Aug Oct All-time high USA Oct 2018 S&P Tech -11% NASDAQ -9% Dow Jones -5% Asia Oct 2018 HANG SENG -10% SSE Composite -8% Nikkei -9% Europe Oct 2018 CAC 40 -7% DAX -7% FTSE 100 -5% NovFeb Apr Jul Sep
  • 26. 26 The Bull Market, 2009-Present 2009 2011 2013 2015 2017 2009 2011 2013 2015 2017 2018 2018
  • 27. 27 Corum Index Market Transactions Oct. 2018Oct. 2017 273 342 Megadeals 4 8 Largest Deal $3.6B $34B Pipeline Private Equity Platform Deals 24 30 VC Backed Exits 8040 Attributes 32% Cross Border Transactions 36% Start-Up Acquisitions 15%14% 16 yrs15 yrs Average Life of Target Oct. 2017 Oct. 2018 Oct. 2017 Oct. 2018 0% 100% 100% 25% 25% 844%
  • 28. 28 Megadeals H2 2018 to Date $10B $63B IT SERVICES INFRASTRUCTUREVERTICAL $30B$21B HORIZONTAL $2.5B $19B $2.4B $8.9B CONSUMER $2.0B $3.4B $1.5B $1.8B $1.8B $2.1B $34B $3.2B $4.4B $1.3B $2.6B $1.5B $1.5B $1.5B $6.7B $16B $2.3B $1.3B $2.0B $5.4B $1.2B $4.8B $2.0B $1.7B $1.0B $1.5B
  • 29. 29 Megadeals H2 2018 to Date $10B $63B IT SERVICES INFRASTRUCTUREVERTICAL $30B$21B HORIZONTAL $2.5B $19B $2.4B $8.9B CONSUMER $2.0B $3.4B $1.5B $1.8B $1.8B $2.1B $34B $3.2B $4.4B $1.3B $2.6B $1.5B $1.5B $1.5B $6.7B $16B $2.3B $1.3B $2.0B $5.4B $1.2B $4.8B $2.0B $1.7B $1.0B $1.5B Target: Red Hat [USA] Acquirer: IBM [USA] Transaction Value: $34B (10.8x EV/Sales) - Enterprise open source solutions - The largest software deal in history Sold to
  • 30. 30 Megadeals H2 2018 to Date $10B $63B IT SERVICES INFRASTRUCTUREVERTICAL $30B$21B HORIZONTAL $2.5B $19B $2.4B $8.9B CONSUMER $2.0B $3.4B $1.5B $1.8B $1.8B $2.1B $34B $3.2B $4.4B $1.3B $2.6B $1.5B $1.5B $1.5B $6.7B $16B $2.3B $1.3B $2.0B $5.4B $1.2B $4.8B $2.0B $1.7B $1.0B $1.5B Target: FNZ Group [HIG Private Equity] [General Atlantic] [United Kingdom] Acquirer: CDPQ / Generation Investment Management [Canada] Transaction Value: $1.5B - Wealth management SaaS - One of the largest global FinTech transactions in 2018 Sold to
  • 31. 31 Megadeals H2 2018 to Date $10B $63B IT SERVICES INFRASTRUCTUREVERTICAL $30B$21B HORIZONTAL $2.5B $19B $2.4B $8.9B CONSUMER $2.0B $3.4B $1.5B $1.8B $1.8B $2.1B $34B $3.2B $4.4B $1.3B $2.6B $1.5B $1.5B $1.5B $6.7B $16B $2.3B $1.3B $2.0B $5.4B $1.2B $4.8B $2.0B $1.7B $1.0B $1.5B Target: L3 Technologies [USA] Acquirer: Harris Corporation [USA] Transaction Value: $16B - Military communication and electronic systems - Boosts Harris’ share in the military communications market Sold to
  • 32. 32 4.4x 18.1x Public Valuation Multiples EV Sales Corum Analysis EV EBITDA Knocked down to 2-year lows… …with EBITDA ratios holding up a bit better – only a 1-year low. Vertical Application Software Market Since Q3 Oct. 2018
  • 33. 33 Deal Spotlights: Healthcare Vertical Application Software Market Sold to Sold to Target: Noona Healthcare [Finland] Acquirer: Varian Medical Systems [USA] - Cloud-based mobile service for capturing patient-reported outcomes Target: COMS Interactive [USA] Acquirer: PointClickCare [Canada] - Point-of-care clinical decision support SaaS
  • 34. 34 Deal Spotlights: Healthcare Vertical Application Software Market Sold to Sold to Target: Rubixis [USA] Acquirer: TransUnion [USA] - Healthcare revenue cycle analytical platform Target: goBalto [USA] Acquirer: Oracle [USA] - SaaS clinical research tool
  • 35. 35 Deal Spotlights: Education Vertical Application Software Market Sold to Sold to Target: Cambium Learning Group [USA] Acquirer: Veritas Capital [USA] Transaction Value: $685.2M (4.7x EV/Sales and 18.6x EV/EBITDA) - Educational support services and software Target: Gradescope [USA] Acquirer: Turnitin [Insight Venture Partners] [USA] - Grading platform for schools and departments
  • 36. 36 Sold to Target: Bricsys [Belgium] Acquirer: Hexagon [Sweden] - Solutions for 2D drafting, 3D direct modeling, sheet metal design and BIM Deal Spotlights: 3D Modelling Vertical Application Software Market Sold to Target: Legion [United Kingdom] Acquirer: Bentley Systems [USA] - Simulation and modeling software for analyzing foot traffic Sold to Target: Agency9 [Sweden] Acquirer: Bentley Systems [USA] - Web and mobile based solutions for 3D visualization of geographic information and maps
  • 37. 37 Deal Spotlight: Government Vertical Application Software Market Sold to Target: Everyone Counts [USA] Acquirer: Votem [USA] - Secure electronic voting solutions - Votem’s second acquisition since its launch in 2016
  • 38. 38 IT Services Software Market 1.2x 11.0x Public Valuation Multiples EV Sales Corum Analysis EV EBITDA …with EBITDA value metrics dipping down to early 2017 numbers. Still historically high despite market decline… Since Q3 Oct. 2018
  • 39. 39 IT Services Deal Spotlights: Azure SI Sold to Sold to Target: Mexia Consulting [Australia] Acquirer: Deloitte [USA] - Azure IT consulting services Target: ISI Expert [France] Acquirer: SoftwareONE AG [Switzerland] - Azure digital transformation services Sold to Target: Corporate Network Integration [Australia] Acquirer: Logicalis Group [Datatec] [United Kingdom] - Managed information technology services
  • 40. 40 IT Services Deal Spotlight: AI-Enabled Automation Services Sold to Target: Symphony Ventures [United Kingdom] Acquirer: Sykes Enterprises [USA] Transaction Value: $67.5M - AI-enabled repetitive task automation services - Provides Sykes with automation-led customer engagement expertise
  • 41. 41 IT Services Deal Spotlights: Security and Cybersecurity Services Sold to Sold to Target: FusionStorm [USA] Acquirer: Computacenter [United Kingdom] Transaction Value: $70M - IT consulting, cloud/managed and security services Target: Sygnia [Israel] Acquirer: Temasek Holdings Private [Singapore] Transaction Value: $250M - Cyber technology consulting and incident response services
  • 42. 42 IT Services Deal Spotlight: Government SI Sold to Target: General Dynamics Information Technology (citizen-engagement centers assets) [USA] Acquirer: MAXIMUS [USA] Transaction Value: $400M - GD’s IT citizen engagement centers in the U.S. federal civilian market - Strengthens MAXIMUS’ position in managing federal government programs Citizen-engagement centers assets
  • 43. 43 Infrastructure Software Market 4.4x 17.8x Public Valuation Multiples EV Sales Corum Analysis EV EBITDA Decline cushioned by growing importance and value of security. Profitable, foundational technology companies retaining value amidst decline. Since Q3 Oct. 2018
  • 44. 44 Megadeals H2 2018 to Date $10B $63B IT SERVICES INFRASTRUCTUREVERTICAL $30B$21B HORIZONTAL $2.5B $19B $2.4B $8.9B CONSUMER $2.0B $3.4B $1.5B $1.8B $1.8B $2.1B $34B $3.2B $4.4B $1.3B $2.6B $1.5B $1.5B $1.5B $6.7B $16B $2.3B $1.3B $2.0B $5.4B $1.2B $4.8B $2.0B $1.7B $1.0B $1.5B Target: Rocket Software [Court Square Capital Partners] [USA] Acquirer: Bain Capital Private Equity [USA] Transaction Value: $2B - Enterprise infrastructure software Sold to
  • 45. 45 Security Dominates Infrastructure Volume Application Monitoring IoT Cloud Payments Processing Management IT Systems Management Web Development/ Testing Security-related Security
  • 46. 46 Sold to Target: Layered Insight [USA] Acquirer: Qualys [USA] Transaction Value: $12M - Software for visibility and control of containerized applications - Underscores Qualys’ steady shift toward container runtime security Deal Spotlight: Container-based application security Infrastructure Software Market
  • 47. 47 Deal Spotlights: Cloud Infrastructure Security Since Q1 Target: Dome9 Security [Israel] Acquirer: Check Point Software Technologies [Israel] Transaction Value: $175M - SaaS to deliver security and compliance across public cloud infrastructure environments Target: RedLock [USA] Acquirer: Palo Alto Networks [USA] Transaction Value: $173M - Internet security software Sold to Sold to Sold to Target: FittedCloud [USA] Acquirer: Apptio [USA] - Machine learning-based cloud optimization software Infrastructure Software Market
  • 48. 48 Sold to Target: Total Defense [USA] Acquirer: Marlin Equity Partners [USA] - Subscription-based endpoint security software - Aimed to strengthen cyber-defense capabilities of Total Defense Deal Spotlight: Endpoint Security Infrastructure Software Market
  • 49. 49 Deal Spotlights: Network Security Target: Versive [USA] Acquirer: eSentire [Canada] - First ever acquisition by eSentire Sold to Sold to Target: RedSocks Security [Netherlands] Acquirer: Bitdefender [Romania] - Solutions to detect suspicious network behaviour and combatting cybercrime Infrastructure Software Market
  • 50. 50 Deal Spotlights: Identity Authentication Infrastructure Software Market Sold to Sold to Sold to Target: Vix Verify Global [Australia] Acquirer: GB Group [United Kingdom] Transaction Value: $27.3M - Identity verification and location intelligence software Target: Acuant [USA] Acquirer: Audax Private Equity [USA] - Software for images and text extracting from ID documents Target: Akamai Technologies (identity services division) [USA] Acquirer: Verimatrix [USA] - Akamai’s self-service authentication SaaS for content providers and video service operators Identity Services
  • 51. 51 Sold to Target: CorreLog [USA] Acquirer: BMC Software [KKR] [USA] - IT security log management and event correlation software - Brings security management into BMC’s roster of mainframe solutions Deal Spotlight: Security Event Management Infrastructure Software Market
  • 52. 52 Megadeals H2 2018 to Date $10B $63B IT SERVICES INFRASTRUCTUREVERTICAL $30B$21B HORIZONTAL $2.5B $19B $2.4B $8.9B CONSUMER $2.0B $3.4B $1.5B $1.8B $1.8B $2.1B $34B $3.2B $4.4B $1.3B $2.6B $1.5B $1.5B $1.5B $6.7B $16B $2.3B $1.3B $2.0B $5.4B $1.2B $4.8B $2.0B $1.7B $1.0B $1.5B Target: Veracode Software [Broadcom] [USA] Acquirer: Thoma Bravo [USA] Transaction Value: $1B - Cloud code analysis and vulnerability SaaS Sold to
  • 53. 53 Corum Research Report Amber Stoner Director of Research Elon Gasper EVP, Research Yasmin Khodamoradi Director, Client Services Alden Mendoza Research Analyst
  • 55. 55 Valuations for an Optimal Outcome: Tips Stephen King Vice President Corum Group Software Companies are Valued Differently
  • 56. 56 Software Companies Differences Traditional Family Firm Software Company Avg. Age of Company 30+ years 8 years Avg. Age of CEO 60+ years 38 Reasons for Selling No Proper Heir, Retiring Liquidity, Timing Value Tangible Assets Intangible Assets Margins Low High Sales Regional Nat’l/Int’l Technology Changes Slow Rapid Competition Well Known Diverse Entry Barriers High Low
  • 57. 57 Traditional Family Firm Software Company Avg. Employee Age 40+ 30 Co. Growth Rate Minimal Rapid Credit Bank Lines on Assets, Invent., A/R Credit Card Mgmt. Experience High Minimal Primary Advertising Yellow Pages, Local Papers Constantly Evolving Revenue Stream Predictable Volatile Valuation Methods **Traditional *Innovative Software Companies Differences
  • 58. 58 Traditional Enterprise Vs. Software Typical Traditional Business- Costs rise with revenue Typical Software Company- No Variable Costs VARIABLE COSTS Software companies are more valuable
  • 59. 59 Valuations for an Optimal Outcome: Tips Martin Lowrie Vice President Corum Group Understand the Purpose of Your Valuation
  • 60. 60 Valuations for an Optimal Outcome: Tips Marc O’Brien Vice President Corum Group The Top 10 Valuation Methods
  • 61. 61 10 Ways to Value a Company  Sales multiple – Public peer group  Earnings multiple – Public peer group  Comparable M&A transaction analysis  Discounted cash flow (DCF)  Replacement cost analysis  Dollars per R&D Developer  Internal rate of return (IRR)  Liquidation value  Book value  Internal Transaction Price
  • 62. 62 Valuations for an Optimal Outcome: Tips Serge Jonnaert Vice President Corum Group Present Your Valuation in Context
  • 63. 63 Valuations for an Optimal Outcome: Tips Jeff Brown Senior Vice President Corum Group Pro Forma Earnings Should Be Cautious and Supportable
  • 65. 65 Valuations for an Optimal Outcome: Tips Lonnie Schilling Vice President Corum Group Start with Analysis of a Public Peer Group
  • 66. 66 Example Public Valuation Comparables Trailing 12-Month Multiples Forward Multiples Ticker Company Sales Earnings Sales Earnings BMC BMC 3.72 x 11.36 x 3.41 x 14.96 CA CA Technologies 2.61 x 7.12 x 2.46 x 12.05 CVG Convergys 0.66 x 12.18 x 0.78 x 11.59 EGAN eGain Communications 0.95 x 5.86 x N/A N/A ININ Interactive Intelligence 2.89 x 18.90 x 2.30 x 29.23 NICE NICE Systems 2.79 x 18.72 x 2.43 x 17.52 PEGA Pegasystems 3.97 x 41.23 x 2.98 x 28.35 RNOW RightNow Technologies 4.08 x 42.95 x 3.34 x 41.97 SPRT Support.com 6.25 x nm 3.56 x nm SYMC Symantec 2.32 x 7.97 x 2.16 x 11.29 VRNT Verint Systems Inc 2.40 x 20.38 x 2.21 x 13.43 Median Multiple 2.79 x 15.45 x 2.44 x 14.96 x After 25% Liquidity Discount 2.10 x 11.59 x 1.83 x 11.22 x Applied Financial Metric $4,300,000 $900,000 $7,500,000 $1,742,000 Implied Value $9,000,000 $10,400,000 $13,725,000 $19,550,000 *nm (not meaningful) for multiples over 50x or negative (in $millions)
  • 67. 67 Valuations for an Optimal Outcome: Tips Mattias Borg Vice President Corum Group Comparative Analysis is Perishable
  • 68. 68 Example Private M&A Comparables Seller Buyer Deal Value Target's Revenue Buyer Seller Date Announced Purchase Price Seller Revenue TTM EV/S Multiple Consona Corp. [fka Made2Manage Systems] SupportSoft Inc. (Enterprise business) Apr-17 $20.0 $42.1 0.48 x SupportSoft's enterprise business, which provides enterprise technical support software and services to digital service providers, corporate IT departments and managed service providers globally. Alcatel-Lucent Motive Communications, Inc. Jun-18 $67.8 $64.4 1.05 x Provides Interent and IP-based cable television service management software to telecommunications service providers. Oracle Corporation Art Technology Group, Inc. Nov-16 $1,000.0 $193.9 5.16 xProvides a broad range of e-commerce software and software as a service (SaaS) for businesses globally. Software provides features for online payments, merchandising, email marketing, business analytics, content management and customer service automation. Pitney Bowes Inc. Portrait Software Jun-16 $64.1 $23.3 2.75 x Provides customer interaction management, analytics and optimization software for businesses globally. Pegasystems Inc. Chordiant Software, Inc. Mar-16 $161.5 $76.3 2.12 x Provides customer experience management (CEM) software for the telecom, healthcare, insurance and financial services sectors. Enghouse Systems Limited Mettoni Group Ltd Apr-18 $22.6 $25.7 0.88 xProvides, through its subsidiaries, call center management and customer care software and telecommunications expense management software as a service (SaaS) for businesses globally. Software is compatible with Cisco, Nortel and Avaya systems. Support.com [fka SupportSoft Inc.] YourTechOnline.com Inc. May-17 $2.7 $2.3 1.17 x Provides technology support and repair services to customers in North America. Services are delivered remotely over the Internet. Convergys Corporation Intervoice, Inc. [Intervoice-Brite, Inc.] Jul-18 $335.0 $206.2 1.62 x Provides interactive voice response and call center automation software to enterprises and telecommunications markets. salesforce.com InStranet Aug-16 $31.5 $15.0 2.10 xProvides contact center and sales content management software to businesses. Applications automate the dispersal of customer service-focused information.Customers include 3M, AXA, BNP Paribas, France Telecom, Orange, SFR Cegetel, Wanadoo and Zurich North Art Technology Group, Inc. InstantService, Inc. Jan-16 $17.0 $5.5 3.09 x Provides chat and email-based customer service automation and analytics software as a service (SaaS) for businesses. OpSource, Inc. LeCayla Technologies Limited Feb-15 $1.0 $0.2 5.00 x Provides customer metering, on-boarding and billing software for software as a service (SaaS) and web based applications software providers. Software records and reports software usage allowing providers to offer SaaS on a pay per use and metered basis. Median Sales Multiple 2.10x Implied Value $9,000,000
  • 69. 69 Valuations for an Optimal Outcome: Tips Allan Wilson Senior Vice President Corum Group DCF is the Most Commonly Used Method Across Sectors
  • 70. 70 Calculating Discounted Cash Flow (DCF) Y1 Y2 Y3 Terminal Value $1.5M 1.251 $2.3M 1.252 $3M 1.253 $18.7M × 2.18 1.253 $1.2M $1.5M $1.5M $20.9M $25.1M Y1 Earnings = $1.5M Y2 Earnings = $2.3M Y3 Earnings = $1.5M Y3 Revenue = $18.7M Terminal Multiple = 2.18x Discount Rate = 25%
  • 71. 71 Valuations for an Optimal Outcome: Tips Bruce Lazenby Vice President Corum Group Build vs Buy is the Foundation of Replacement Cost Valuations
  • 72. 72 Valuations for an Optimal Outcome: Tips Jaber Tannay Vice President Corum Group Weighted Averages Should Support Strategy & Market Dynamics
  • 73. 73 Weighted Valuations Comparable Public Company Analysis Financial Metric Applied Multiple Implied Value Weight Weighted Value Trailing Multiples Enterprise Value/TTM Revenue 4,300,000 2.10 x 9,000,000 8.3% 750,000 Trailing P/E 900,000 11.59 x 10,400,000 8.3% 870,000 Forward Multiples Enterprise Value/FY Revenue 7,500,000 1.83 x 13,725,000 8.3% 1,100,000 Forward P/E - FY Earnings 1,742,000 11.22 x 19,550,000 8.3% 1,600,000 Total Weighting of Method 33.3% 4,320,000 Comparable Transaction Analysis 4,300,000 2.1 x 9,000,000 33.3% 3,000,000 Discounted Cash Flow Analysis 21,750,000 33.3% 7,200,000 Assumptions/Definitions: EV = Enterprise Value (Market Capitalization + Debt - Cash) Total Weighted Fair Market Value $14,500,000
  • 74. 74 Joel Espelien has worked in a number of roles over a twenty year career in the technology industry. Most recently Joel served as Senior Advisor to Karmel Capital, where he advised on corporate spin-offs and M&A transactions, including the private-equity backed purchase of DivX LLC from Rovi Corporation and subsequent sale to Neulion, Inc, as well as the successful spin-off of Snaptracs, Inc. and its Tagg wireless pet tracking product from Qualcomm and the eventual two-stage sale to Whistle Labs and Mars Petcare. Joel has also served on the boards of multiple venture-backed companies resulting in successful exits, including AI startup IQ Engines (acquired by Yahoo) and IoT-for-AgTech pioneer 640 Labs (acquired by Monsanto/Climate Corporation). Joel has also written extensively on the future of video in his capacity as Senior Analyst for the Diffusion Group where he published 14 industry research reports as well as a widely recognized weekly blog. Previously, Joel was the Chief Business Officer, SVP of Strategy and General Counsel of PacketVideo, a pioneer in the mobile video market. While at PacketVideo, Joel led corporate development activities, including multiple buy-side acquisitions in the US and Europe, a groundbreaking technology partnership with Google that helped launch Android, a private-equity backed MBO and ultimately the sale of the company to NTT DoCoMo (Japan). Joel Espelien President Corum Group Bonus Tip: When to Present Your Valuation
  • 75. 75 8 Stages for an Optimal Outcome IntegrationClosing Due Diligence NegotiationDiscoveryContactResearchPreparation
  • 76. 76 1 Stage 5: Negotiation  Organize and host final visits  Provide structure & valuation guidance  Create an auction environment  Negotiate with top bidder(s)  Sign Letter of Intent (L.O.I.)  Inform other bidders of No Shop IntegrationClosing Due Diligence NegotiationDiscoveryContactResearchPreparation
  • 77. 77 Upcoming Conference Schedule Selling Up Selling Out (SUSO) - Ready to go to market? During this half-day workshop, learn to prepare, position, research, value, negotiate, and execute due diligence for maximum price and structure. This is the most attended Tech M&A event ever – participants have done over $1 trillion in transaction value. Merge Briefing (MB) - The Merge Briefing is a 90-minute executive briefing providing a current M&A market update (trends, valuations, etc.), as well as a brief overview of the Tech M&A process: “8 Steps To An Optimal Outcome.” www.CorumGroup.com/Events Nov. 13: Prague – MB Nov. 14: Cincinnati – MB Nov. 14: Milan – MB Nov. 15: Seattle – MB Nov. 15: Toulouse – MB Nov. 16: Seattle – Virtual MB Nov. 20: Paris – MB Nov. 21: London – MB Nov. 21: Munich – SUSO Nov. 22: Antwerp – MB Nov. 22: Berlin – MB Nov. 22: Dublin – MB Nov. 23: Zurich – MB Nov. 27: Orlando – SUSO
  • 78. 78 After the Deal – Celebration