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Capstone Headwaters Saas & Cloud Coverage Report

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Capstone Headwaters Saas & Cloud Coverage Report ENTERPRISE SAAS AND CLOUD Q2 2020 CONTRIBUTORS HIGHLIGHTS David Michaels Strong LTM M&A activity with a record 2,176 deals totaling over $150 billion Managing Director (858) 926-5950 IPO activity has picked up with six deals in the quarter [email protected] M&A revenue multiples of 3.3x for private targets and 3.7x for public targets are down from 2018 and 2019 levels with Q2 hitting some of the lowest quarterly levels on record Teak Murphy Enterprise SaaS & Cloud 170 stock prices jumped by 38.3%, beating the NASDAQ’s 30.6% gain as Director SaaS and technology companies quickly rebounded from Q1 drops (310) 746-5006 [email protected] M&A activity fell in Q2’20 to 473 deals for the quarter, better than Capstone Headwaters expected, as deal activity remained surprisingly high though deals tended to be smaller transactions at weaker multiples Public valuations have rebounded from lows relatively quickly with 55% of SaaS companies above pre-COVID valuations but the risk of another correction still looms Capstone Headwaters expects M&A activity will remain slightly below pre-COVID levels for Q3 and will begin to rebound in Q4 unless another market correction occurs www.capstoneheadwaters.com KEY TAKEAWAYS M&A ACTIVITY & MULTIPLES PUBLIC COMPANY VALUATION & OPERATING METRICS CAPSTONE HEADWATERS SOFTWARE TEAM ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q2 2020 KEY TAKEAWAYS TRANSACTION ACTIVITY MEDIAN VALUATION MULTIPLES MEDIAN PUBLIC COMPANY METRICS Strong LTM M&A activity with a record M&A revenue multiples of 3.3x for private Stock prices jumped to 38.3%, beating the 2,176 deals totaling over $150 billion targets and 3.7x for public targets are NASDAQ’s 30.6% gain as SaaS and tech despite a recent slowdown in deal activity down from 2018 and 2019 levels with Q2 companies quickly rebounded from Q1 and decline in public deal dollar volume hitting some of the lowest quarterly drops numbers on record Median revenue growth of 20.5% is a IPO activity has picked up with six deals small drop but further slowdown is in the quarter as the rebounding stock Public company median multiples jumped expected with just 12.7% growth markets provided a window for IPOs of to record levels, hitting 7.5x revenue and projected over the next twelve months well performing SaaS businesses as 31.9x EBITDA as investors flocked to SaaS Median EBITDA margin of 13.0% is investors have flocked to tech companies businesses approaching highs but may pull back as Q2 and Q3 results come in M&A OUTLOOK NOTABLE Q2’20 M&A TRANSACTIONS MOST ACTIVE BUYERS Q2’20 M&A activity remained stronger Buyer Target Segment EV than Capstone expected, though deals Vertical Market $7.5B tended toward smaller, lower multiple deals as buyers went value hunting Vertical Market $985M Private equity firms have been focused on $900M tuck-in acquisitions and bargain hunting Vertical Market but Capstone expects them to focus more Communications & $400M on platform investments as debt Collaboration availability returns Analytics / AI / BI $365M Now that public valuations have Cloud & IT $330M rebounded and most strategics have Infrastructure strong cash positions, we expect strategic Cloud & IT $325M buyers to become increasingly active Infrastructure Assets of: Communications & $244M Many sellers chose to sit out until the Collaboration markets recover but are now reevaluating Cloud & IT $225M given the tech rally and concerns about Infrastructure expected tax hikes Vertical Market $208M 2 ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q2 2020 THE COVID-19 IMPACT Public software company valuations have rebounded with 55% of Enterprise SaaS & Cloud 175 stocks trading above pre- COVID levels 55% » SaaS businesses are better positioned than the broader market to survive with many segments experiencing tailwinds from Percent of Enterprise SaaS & Cloud 175 the transition to virtual workplaces trading above pre-COVID levels » Tech stocks broadly, and Enterprise SaaS in particular, has been viewed as a safe haven in the stock market with less downside and significant upside potential leading to a rush of investment pushing many stocks to new highs » With median LTM revenue of 7.5x and EBITDA multiple of 31.9x representing new highs, SaaS stocks are trading at frothy multiples that are not supported by traditional valuation methodologies 7.5X / 32X M&A activity for Q2 remained healthy and outperformed our expectations with 473 deals in the quarter, but deal value and Public Company valuations clearly took a hit Revenue and EBITDA multiples » Deals trended smaller as Q2 median deal size fell to $12M for reported values » M&A activity was led by value hunters scooping up struggling assets as Q2 M&A revenue multiple fell to 2.3x representing the lowest level in recent history 473 Capstone Headwaters’ outlook M&A deals in the quarter » We expect to see M&A activity pick up in the second half • Well-positioned businesses that held off on launching during the shutdown will come to market • Strategics are back at peak valuations, have strong cash positions, and will get more aggressive • Private equity buyers will focus more on platform deals as the debt markets return 2.3X Q2 M&A revenue multiple – • Business owners concerned with prospects of rising tax rates will look to exit the lowest level in recent history » We remain concerned about the risk of another market correction as COVID lingers, stimulus packages expire, and unemployment remains high • Another market correction could put a damper on the expected rebound in SaaS M&A activity Sources: CapitalIQ, 451 Group, Capstone Headwaters 3 KEY TAKEAWAYS M&A ACTIVITY & MULTIPLES PUBLIC COMPANY VALUATION & OPERATING METRICS CAPSTONE HEADWATERS SOFTWARE TEAM ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q2 2020 LTM M&A DOLLAR VOLUME LTM M&A dollar volume of $156B is down from 2019 levels despite private deals achieving a record $116B as public deals fell to $40B » Megadeals tend to drive dollar volume with 32 $1B+ transactions in the past twelve months led by London Stock Exchange’s acquisition of Refinitiv (Aug’19, $28B), Broadcom’s (Nasdaq:AVGO) acquisition of Symantec’s enterprise security business (Aug’19, $11B), and Takeaway’s (AMS:TKWY) acquisitions of JustEat (Jul’19, $6.5B) and GrubHub (Jun’20, $7.5B) Q2’20 M&A dollar volume of $15B represents the lowest quarterly dollar volume in three years with over 70% coming from June as April and May saw huge drops in dollar volume in the depths of the shutdown We expect dollar volume in Q3’20 to remain depressed as COVID-19 continues to impact deal making $250,000 $200,000 $89,306 $150,000 $68,646 $40,136 $86,014 $100,000 $30,758 $23,195 $112,179 $115,504 $50,000 $106,079 $84,212 Total Transaction millions) Value (in Transaction $US Total $67,250 $66,970 $0 2015 2016 2017 2018 2019 LTM Total Private $ Total Public $ LTM = Last Twelve Months Sources: CapitalIQ, 451 Group, Capstone Headwaters 5 ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q2 2020 LTM M&A TRANSACTION VOLUME BY SEGMENT Transaction volume reached 2,176 deals for the past twelve months, once again setting record M&A activity » The 473 deals completed in Q2’20 is down 30% from Q1’20 deal volume but up about 5% compared to Q2’19 as deal activity remained surprisingly strong given the current economic environment » April deal volume was down to 141 deals but the market quickly bounced back with over 160 deals in May and June, though we are still well off January (250) and February (211) activity levels Vertical Market is by far the largest segment by deal count, representing nearly 40% of transaction volume Human Resources continues to see strong growth in transaction volume, though it may see more impact than other segments as COVID-19 related layoffs could significantly impact HR software deployments, resulting in decreased valuations that will keep sellers on the sidelines until business rebounds 2,000 1,800 822 771 1,600 781 757 754 708 1,400 153 1,200 126 151 138 158 109 124 1,000 152 141 101 71 84 129 111 61 84 69 184 Transactions 56 800 131 166 180 134 134 97 68 76 63 72 86 97 600 107 37 93 84 109 65 86 68 45 83 83 42 85 80 51 400 60 71 269 221 268 260 200 243 267 187 203 111 115 104 139 0 2015 2016 2017 2018 2019 LTM Analytics / AI / BI Cloud & IT Infrastructure Cloud Computing, Storage & Delivery Communication & Collaboration Content Creation & Management CRM & Customer Service ERP, Supply Chain & Commerce Finance & Administration Human Resources Marketing & Advertising Vertical Market LTM = Last Twelve Months Sources: CapitalIQ, 451 Group, Capstone Headwaters 6 ENTERPRISE SAAS AND CLOUD: M&A AND VALUATION UPDATE | Q2 2020 LTM M&A TRANSACTION VOLUME BY DEAL SIZE – PRIVATE TARGETS Private company M&A activity once again hit a new record high for LTM, surpassing 2,100 deals for the last twelve months » Megadeal volume is strong at 21 deals over $1 billion in LTM, though that includes just one deal in Q2’20 Median transaction size of $25 million for deals with announced values represents a low for recent periods with Q2’20 median deal size a paltry $12M Deals under $25 million represented 50% of deal volume for transactions that reported values, notably above the usual 40% 100% 8 16 13 25 28 18 21 26 23 23 16 90% 35 25 17 27 34 26 34 80% 65 47 56 50 55 70% 59 48 49 45 54 45 60% 50 64 55 50% 55 58 60 43 61 40% 101 60 60 69 30% 74 20% 143 129 117 114 10% 88 100 0% 2015 2016 2017 2018 2019 LTM Total Deals 1,873 1,807 1,783 1,985 2,011 2,146 Deals w/
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