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“A Wall Street View of The Channel & Channel Partners”The Channel & Channel Partners”
Member FINRA, SIPC 11
“A Wall Street View of The Channel & Channel Partners”
Prepared for HP American Partners Conference 2011
The Channel & Channel Partners”
Presented by:
Martin D. Wolf Founder & President, Martin Wolf Securities
Chairman, MergerTech
Tuesday, March 29, 2011
Member FINRA, SIPC 22
y, ,Las Vegas, Nevada
Four Key Takeaways
1. Lifestyle business vs. value creation
2. Not GOBOSH, rather, go big or go deep
3 Always look for strategic partnerships3. Always look for strategic partnerships
4. Vendors are sometimes your friend
Member FINRA, SIPC 3
Four Key Takeaways
MutualSelf Interest
Vendor You
Member FINRA, SIPC 4
Table of Contents
I. Company Overview
II. M&A Market Overview
III Valuation TrendsIII. Valuation Trends
IV. Industry Trendsy
V. Valuation Drivers
VI. Q&A
Member FINRA, SIPC 5
Martin Wolf Securities Overview
Vertically FocusedIT S i IT Services IT BPO IT Supply Chain
S i ff d M&A Ad i { l } Services offered: M&A Advisory {only} Completed over 100 IT Transactions Cross-border Transaction Expertise
C C S f Closed transactions across Canada, France, India, South Africa, United Kingdom and the United States
Founded in 1997, headquartered in the San Francisco Bay Area.Member FINRA SIPCMember FINRA, SIPC
Referral Partner of:
Member FINRA, SIPC 6
MWS Representative Clients
Member FINRA, SIPC 7
MergerTech Overview
MergerTech is an advisory firm that facilitates mergers and acquisitions opportunities for small to medium sized technology companiesopportunities for small to medium sized technology companies
Client Focus: IT software, solutions and services
Outsourcing & managed service providers Outsourcing & managed service providers Consulting and ERP firms Solution providers and integrators
Internet mobile and digital media Internet, mobile and digital media Defined methodology with deep understanding of M&A process from
start to finish Completed more than 25 transactions Completed more than 25 transactions Expert Bankers: Each banker has 10+ years of experience Buyer knowledge: Worldwide reach to more than 1200 buyers
Member FINRA, SIPC 8
Selected Transactions
Acq ired b Sold certain assets to Acquired by Logicalis Acquired by Black BoxAcquired byAdvent Global Solutions, Inc.
Sold certain assets toSARCOM, Inc.
Acquired by Logicalis Group
Acquired by Black Box Corporation
Acquired by Sold certain assets toA i d b Mil tAcquired byAcquired by GSS America Infotech Limited
Sold certain assets toePlus, Inc.Acquired by Milestone
Technologies Inc.Acquired by Technology Capital Inc.
Member FINRA, SIPC 9
Table of Contents
I. Company Overview
II. M&A Market Overview
III Valuation TrendsIII. Valuation Trends
IV. Industry Trendsy
V. Valuation Drivers
VI. Q&A
Member FINRA, SIPC 10
PRIVATE AND CONFIDENTIAL
Macroeconomic Trends: 2011
Global economy will continue to suffer from a lack of aggregate demand
2011 will be a year of US political gridlock 2011 will be a year of US political gridlock
State and local governments will face continued budget pressures in the face of a moderate recovery as housing prices will not recover in 2011
Unemployment rates will remain high and corporations will continue to focus on improving margins
US recovery from this recession will continue to be less robust than after previous recessions because Americans will continue to reduce debt and focus on building up assets
India and China will continue to see robust economic growth and will be best markets for M&A activity
Member FINRA, SIPC 11
PRIVATE AND CONFIDENTIAL
Implications for Mid-market IT Businesses
Business investments in computers and related software will continue to grow as businesses continue to focus on improving productivitygrow as businesses continue to focus on improving productivity
Adoption of cloud computing, managed services and SaaS based delivery models will continue to gain momentum
Software is predicted to enter 2011 with strong growth, fueled by the cloud computing buzz (Oracle)
Businesses with state and local governments should look at alternate avenues for generating meaningful growth
St ffi i ill ti t b t th i 2011 Staffing companies will continue to see robust growth in 2011
Organic growth in outsourcing will remain stagnant and M&A activity will increase
Member FINRA, SIPC 12
Global IT Services, Supply Chain M&A Activities
Dramatic volume rebound from 2009 low2009 low
Transaction value up dramatically over 2009over 2009
Q1 2011 will be strong
Member FINRA, SIPC 13
Global IT Services, Supply Chain M&A Activities by Geography
North America deal volume at
i l lmaximum levels
North America represents half the world’s M&A activities
Q1 2011 will be strong
Member FINRA, SIPC 14
Global IT Services, Supply Chain M&A Activities by Size
Q4 2010 undisclosed (small) transaction volume up 30% from a year ago
Q4 2010 less than $100M transaction volume up 24% from a year ago
Q1 2011 will be strong
Member FINRA, SIPC 15
Table of Contents
I. Company Overview
II. M&A Market Overview
III Valuation TrendsIII. Valuation Trends
IV. Industry Trendsy
V. Valuation Drivers
VI. Q&A
Member FINRA, SIPC 16
MWS Index®
IT Supply Chain b l M h 2010below March 2010 levels
IT Services and Software are in line
ith N dwith Nasdaq Composite
SaaS grew 100%+ over the last one yearyear
Member FINRA, SIPC 1717As of 3/2/11
MWS Scoreboard
Valuation Summary RevenueRevenueGrowth% GM% EBITDA% Debt / Asset % P/S P/E EV/Revenue EV/EBITDA
IT & IT-ENABLED OUTSOURCED SERVICESHealthcare IT 20.0% 50.7% 20.2% 3.8% 4.15 37.1 4.39 18.7Managed Services 15.9% 48.0% 24.1% 46.1% 3.20 103.7 4.40 12.1Financial IT Services 9 0% 44 2% 26 0% 15 9% 2 06 19 3 2 28 8 9Financial IT Services 9.0% 44.2% 26.0% 15.9% 2.06 19.3 2.28 8.9IT Outsourcing 5.4% 30.5% 13.9% 16.7% 1.27 15.1 1.19 9.0Governmental IT Professional Services 13.4% 24.3% 8.9% 11.3% 0.59 15.5 0.64 7.7Commercial IT Professional Services 7.9% 29.6% 5.7% 0.0% 0.41 26.2 0.46 9.2IT Staff Augmentation 11.8% 25.6% 2.8% 0.7% 0.51 32.0 0.42 12.2
IT SUPPLY CHAIN SERVICESIT Retailers 0 1% 27 4% 5 1% 17 2% 0 20 16 0 0 31 7 0IT Retailers 0.1% 27.4% 5.1% 17.2% 0.20 16.0 0.31 7.0IT Products Distributors 17.2% 10.2% 4.1% 7.6% 0.24 11.1 0.27 7.0IT Resellers -1.5% 21.9% 0.1% 21.8% 0.22 10.7 0.22 10.7IT Direct Marketers 17.2% 13.4% 2.4% 3.6% 0.13 10.2 0.12 4.4
BUSINESS PROCESS OUTSOURCINGBusiness Process Outsourcing - Non-voice 5.4% 35.4% 20.7% 29.4% 1.26 22.6 1.42 9.4Business Process Outsourcing - Voice 0.0% 27.9% 10.8% 5.4% 0.75 18.8 0.58 6.3Business Process Outsourcing Voice 0.0% 27.9% 10.8% 5.4% 0.75 18.8 0.58 6.3
SaaSSaaS 19.3% 69.5% 10.2% 0.1% 6.14 115.7 5.60 38.4
Member FINRA, SIPC 18As of 3/7/11
MWS Scoreboard
What you do matters / S S Reseller EV/Rev 0.22x vs. SaaS 5.60x
Vertical specialty matters p y Commercial Professional Services EV/Rev 0.46x
vs. Healthcare IT Services 4.39x
Growth & Profitability matters Reseller Growth 1.5% vs. SaaS19.3%
C i l P f i l S i EBITDA M i Commercial Professional Services EBITDA Margin 5.7% vs. Healthcare IT Services 20.2%
Member FINRA, SIPC 19As of 3/7/11
2009-2010 Valuation Differentials
Valuation Mutiple - Enterprise Value/Rev3.50
3.12
2 0
3.00• IT Supply Chain trails IT
Services by 146%
2.00
2.50y %
• IT Services trails SaaS by 388%
1.00
1.50
0.26
0.64
0.50
Member FINRA, SIPC
0.00IT Supply Chain IT Services SaaS
20
Transaction Comparables – IT Supply Chain
Member FINRA, SIPC 21Note: MWS closed transactions highlighted in blue. MWS involved with transactions highlighted in yellow. MergerTech closed transactions highlighted in green.
Transaction Comparables – IT Supply Chain
Member FINRA, SIPC 22Note: MWS closed transactions highlighted in blue. MWS involved with transactions highlighted in yellow. MergerTech closed transactions highlighted in green.
Transaction Comparables – IT Services
Member FINRA, SIPC 23Note: MWS involved with transactions highlighted in yellow. MergerTech closed transactions highlighted in green.
Transaction Comparables – IT Services
Member FINRA, SIPC 24Note: MWS involved with transactions highlighted in yellow.
Transaction Comparables – SaaS
Member FINRA, SIPC 25Note: MWS closed transactions highlighted in blue
Last 10-Year Median Enterprise Value/Revenue
1.20x
IT Supply Chain enterprise
0.99x0.96x
0.80x
1.00x value/revenue declined 57% IT Services declined 42%
0.72x
0.67x 0.62x0.58x
0.63x
0.60x
0.80x
0.27x0.29x
0.32x
0 24x
0.35x0.28x
0.36x0.39x
0.42x
0.40x
0.24x
0.12x 0.14x 0.15x
0.21x
0.00x
0.20x
Dec 2001 Dec 2002 Dec 2003 Dec 2004 Dec 2005 Dec 2006 Dec 2007 Dec 2008 Dec 2009 Dec 2010
Member FINRA, SIPC 26
Dec, 2001 Dec, 2002 Dec, 2003 Dec, 2004 Dec, 2005 Dec, 2006 Dec, 2007 Dec, 2008 Dec, 2009 Dec, 2010
IT Supply Chain IT Services
Last 10-Year Median Enterprise Value/Revenue with SaaS
8.00x
9.00x
SaaS Increased 927%
5 67x
7.65x
6.00x
7.00x
4.34x
5.67x
3 54
5.55x
5.22x5.52x
4.00x
5.00x
2.74x
3.54x
2.00x
3.00x
0.27x 0.23x 0.27x 0.22x 0.09x 0.14x 0.15x
1.20x
0.31x 0.20x 0.25x
0.81x
0.67x 0.93x
0.87x
0.65x 0.63x 0.41x 0.52x 0.42x0.67x
0.54x
0.00x
1.00x
Dec, 2001 Dec, 2002 Dec, 2003 Dec, 2004 Dec, 2005 Dec, 2006 Dec, 2007 Dec, 2008 Dec, 2009 Dec, 2010
IT S l Ch i IT S i S S
Member FINRA, SIPC 27
IT Supply Chain IT Services SaaS
IT Supply Chain Last Ten Years - Enterprise Value/Revenue
Change of Enterprise Value/Revenue
0.0%Insight PC Connection Pomeroy ePlus
-20.0%
-10.0%
Insight PC Connection Pomeroy ePlus
-40.0%
-30.0%
-57.1%-52.4%
64 2%
-60.0%
-50.0%
-76.9%
-64.2%
-80.0%
-70.0%
Member FINRA, SIPC 28
-90.0%
IT Services Last Ten Years - Enterprise Value/Revenue
Change of Enterprise Value/Revenue
0.0%Unisys CIBER CGI CSC
-10.0%
Unisys CIBER CGI CSC
-30.0%
-20.0%
-42.6%-39.3%
-50.0%
-40.0%
-53.2%
-59.7%-60.0%
Member FINRA, SIPC 29
-70.0%
SaaS Last Ten Years - Enterprise Value/Revenue
Change of Enterprise Value/Revenue
2500.0%
2208.6%
2000.0%
1500.0%
580.6%
500.0%
1000.0%
43.1%0.0%
Salesforce Concur Taleo Ultimate
Member FINRA, SIPC 30
-50.4%
-500.0%
Guess the Value
Company Revenue (ltm, $M)
Revenue Growth %
(ltm)
Debt / Assets %
Company X 1974.20 25.8 0.7 Your first cluey
Company Y 1071.3 3.2 12.4
Company Z 1,657.1 26.9 16.1
Your first clue
R
Your last Company Revenue
(ltm, $M)
Revenue Growth %
(ltm)
Debt / Assets % Catogory Revenue Mix
Company X 1974.20 25.8 0.7 IT Supply Chain
84.4% - Products Resale 15.6% - Services
Company Y 1071.3 3.2 12.4 IT Services 95.7% - Services 4.3% - Other
clue%
Company Z 1,657.1 26.9 16.1 SaaS 93.5% - Subscription & Support 6.5% - Services & Other
Member FINRA, SIPC 31
Public Valuation Multiple Comparison
Member FINRA, SIPC 32
Public Valuation Multiple Comparison
Revenue vs Enterprise Value
18000
$15,770
14000
16000
Shocking difference between revenue & enterprise value
8000
10000
12000
$M
p
4000
6000
$1,974$1,071
$1,657
$180 $453
0
2000
Member FINRA, SIPC 33
Transaction Valuation Multiple Comparison
Revenue vs Enterprise Value
$459450
500
$315$328350
400
450
$226
200
250
300
$M
$131
$43
100
150
$43
0
50
IT Supply ChainPomeroy Acquired by Platinum
EV/Rev 0 09
IT ServicesDiamond Acquired by PWC
EV/Rev 1 39
Managed ServicesNavisite Acquired by TWC
EV/Rev 2 50
Member FINRA, SIPC
EV/Rev 0.09 EV/Rev 1.39 EV/Rev 2.50
Rev EV
34
Transaction Valuation Multiple Comparison
Category Rev Growth % GM% EBITDA %
Pomeroy IT Supply Chain -24.9 13.6 -0.2
Diamond IT Services 28.2 25.3 9.6
Navisite Managed Services 8.3 50.6 18.5
Member FINRA, SIPC 35
Table of Contents
I. Company Overview
II. M&A Market Overview
III Valuation TrendsIII. Valuation Trends
IV. Industry Trendsy
V. Valuation Drivers
VI. Q&A
Member FINRA, SIPC 36
Industry Trends
Growth
Gross Margin Managementg g
Scale Scale
Real Solution Selling Real Solution Selling
Consolidation
Member FINRA, SIPC 37
Consolidation
Industry Trends
# of Acquisitions Size ($Bn)HP 23 27Oracle 26 10IBM 32 5
N t M 2008 M 2011Note: Mar 2008 - Mar 2011
Member FINRA, SIPC 38
Industry Trends
Member FINRA, SIPC 39
Industry Trends
Non-traditional Competitors
Member FINRA, SIPC 40
Industry Trends
Non-traditional Competitors
Cross Border
Member FINRA, SIPC 41
Industry Trends
Non-traditional Competitors
Cross Border
ASP Declines +
Verticalization
Cloud
Member FINRA, SIPC 42
Table of Contents
I. Company Overview
II. M&A Market Overview
III Valuation TrendsIII. Valuation Trends
IV. Industry Trendsy
V. Valuation Drivers
VI. Q&A
Member FINRA, SIPC 43
Valuation Drivers
1. Growth2. Gross Margin3. IP4. Revenue Mix5. Customer6. Niche7. Recurring Revenue8 Si8. Size9. Geography 10 M t
Member FINRA, SIPC 44
10.Management
Four Key Takeaways
1. Lifestyle business vs. value creation
2. Not GOBOSH, rather, go big or go deep
3 Always look for strategic partnerships3. Always look for strategic partnerships
4. Vendors are sometimes your friend
Member FINRA, SIPC 45
Q&A
Member FINRA, SIPC 46