Market Update M&Amarlin & Associates Investment Banking and Strategic Advisory to the Technology, Information and Healthcare Industries
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August 2017 MARKET UPDATE M&AMARLIN & ASSOCIATES INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE TECHNOLOGY, INFORMATION AND HEALTHCARE INDUSTRIES New York Washington, D.C. Toronto www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved DEAR CLIENTS AND FRIENDS, AI Will Change Everything: Be prepared. Our August M&A Update Dear Clients and Friends, Our report found below contains an update on m&a deals, values and trends in the industries that we follow and sometimes lead. When I was about 16, I read Robert Heinlein’s book, “The Moon is a Harsh Mistress”. Besides espousing some libertarian ideas that I thought were pretty interesting at the time, it also was my first exposure to what we now call “artificial intelligence”. In the book, a series of linked self-learning super computers becomes a single self-aware being – called Mike. A few years later we got HAL, the self-protective, self-aware computer in 2001: A Space Odyssey. And then came IBM’s Watson... and suddenly “Artificial Intelligence” was no longer the stuff of science fiction – it became real. It’s here – now. And it’s going to change everything. CB Insights recently released a report that counted 106 AI-related startups that have received funding just since 2013. They noted that IBM has not only been building Watson, it also has been investing in and acquiring AI companies – and they are not alone. Google has bought at least a dozen AI companies as well, including Deep Minds for a reported $600 million; and more recently, India’s Halli Labs. Apple has acquired at least 8 AI companies over the past few years. Facebook and Intel have each acquired at least three. GE, Amazon, Oracle, Microsoft, and Salesforce are all over this phenomena, buying or investing in interesting AI firms where they can. Ford Motor Company bought Argo AI for $1bn. China’s Baidu has acquired at least three AI companies just in 2017. Watson isn’t yet HAL or Mike. It is not yet self-aware. And its ability to learn is constrained by the quality, as well as the quantity, of the data it ingests. But these systems are increasing capabilities at an exponential rate. They not only figure out what data to use and what to ignore – they derive the implications. As they improve, everything will change. Everything. Just watch. We are now working with several companies that provide enhanced analytic capabilities by taking advantage of self-learning technologies combined with enhanced computing power – and a dash of human intelligence - to provide unique insights. It’s an exciting time to be in this industry. Some of the more interesting m&a transactions, trends and values are discussed in our August Market Update, found below. Among others, we note: • Vantiv (NYSE:VNTV) agreed on terms to acquire Worldpay (LSE:WPG) • Ingenico Group (ENXTPA:ING) agreed to acquire Bambora for €1.5bn for $9.8bn, implying an enterprise value of $11.5bn and valuing the (~$1.7bn), valuing the company at an implied 7.4x 2016 revenue, company at an implied 7.9x 2016 net revenue and 21.1x 2016 EBITDA, • Red Ventures (Fort Mill, SC) agreed to acquire Bankrate (NYSE:RATE) • Blackstone (NYSE:BX) and CVC Capital Partners (London, United for $1.3bn, implying an enterprise value of $1.4bn and valuing the Kingdom) offered to acquire Paysafe (LSE:PAYS) for £2.9bn (~$3.7bn), company at an implied 3.1x LTM revenue and 15x LTM EBITDA, implying an enterprise value of $4.0bn and valuing the company at an • Futu (Hong Kong, China) raised $146mm in a Series C funding round implied 4.1x LTM revenue and 15.9x LTM EBITDA, led by Tencent. Also, please standby for some interesting changes to our newsletters and emails over the coming weeks. We’re working hard on them. If you’re curious, you can take a look at some of the new changes, here. Hope that the summer is treating you and your families well. Sincerely, Kenneth B. Marlin | Managing Partner Marlin & Associates | www.marlinllc.com P.S. My book: “The Marine Corps Way To Win on Wall Street” does a pretty good job of showing what we do that is different than most firms – and why. For more please visit www.marlinLLC.com. Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data, and related services. The firm is based in New York City, with offices in Washington, D.C., and Toronto, Canada. It has been the recipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information-technology transactions. AUGUST 2017 MARLIN & ASSOCIATES MARKET UPDATE 03 Sector Comparison Snapshot 04 Sector Analyses 04 Application Software 05 B2B E-commerce & Marketing Technologies 06 Banking Software & Processors 07 Business Intelligence Software 08 Capital Markets Software & Services 09 Data & Analytics – Financial Services 10 Information & Market Research 11 Insurance Technology 12 Payment Technology 13 Securities Exchanges 14 Security Software 15 Technology-Enabled Financial Institutions 16 Merger-and-Acquisition Activity Trends Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/31/17. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 02 above. AUGUST 2017 SECTOR COMPARISON SNAPSHOT: CURRENT REVENUE & EBITDA MULTIPLES Enterprise Value / 2017 Revenue Securities Exchanges Data & Analytics - Financial Services Application Software B2B E-commerce & Marketing Technologies Banking Software & Processors Payment Technology Business Intelligence Software Security Software Insurance Technology Capital Markets Software & Services Tech-enabled Financial Institutions * Information & Market Research 0x 2x 4x 6x 8x 10x Enterprise Value / 2017 EBITDA Insurance Technology Security Software Application Software Banking Software & Processors Data & Analytics - Financial Services Tech-enabled Financial Institutions * Capital Markets Software & Services Securities Exchanges Payment Technology B2B E-commerce & Marketing Technologies Information & Market Research Business Intelligence Software 0x 5x 10x 15x 20x 25x 30x *Tech-enabled Financial Institutions multiples calculated using Market Cap / Revenue and Market Cap / EBT Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/31/17. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 03 above. AUGUST 2017 Application Software Public Market Data 5 Year LTM Revenue & EBITDA Multiples 5 Year M&A Application Software Index[1] vs. S&P 500, base = 100 8. 0x 45x 300 7. 0x 40x 260 6. 0x 35x 220 5. 0x 30x 180 EV / EBITDA EV / Revenue EV 4. 0x 25x 140 3. 0x 20x 100 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17 EV / LTM Revenue EV / LTM EBITDA M&A Appli cation Softwar e Index S&P 500 Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E Oracle 212,103 204,320 5.5x 5.3x 14.0x 11.6x (1%) 4% 39% 46% SAP 126,353 128,324 4.9x 4.6x 18.0x 13.5x 6% 8% 27% 34% Salesforce 64,121 63,437 7.6x 6.2x nm 29.0x 26% 23% 6% 21% Intuit 35,675 34,582 7.1x 6.5x 24.5x 16.9x 9% 10% 29% 39% Workday 20,812 19,238 12.3x 9.4x na 64.5x 35% 31% na 15% CA 12,882 13,039 3.2x 3.2x 10.2x 8.8x (0%) 2% 32% 36% Constellation 11,355 11,283 5.3x 4.7x 27.7x 17.8x 16% 14% 19% 26% Amdocs 9,859 8,909 2.4x 2.3x 12.7x 11.5x 3% 4% 19% 20% NICE 4,583 4,716 4.6x 3.5x 21.4x 11.7x 10% 32% 22% 30% Paycom Softw are 4,122 4,089 12.4x 9.5x 60.1x 33.0x 47% 31% 21% 29% Softw are 3,261 3,244 3.2x 3.1x 10.7x 9.9x (0%) 3% 29% 31% Manhattan Associates 3,068 2,982 4.9x 5.0x 14.7x 14.0x 9% (2%) 34% 36% Zendesk 2,858 2,610 8.4x 6.2x na nm 49% 35% na 3% Xero 2,710 2,625 12.8x 9.1x na nm 48% 42% na 2% Paylocity 2,455 2,354 8.9x 7.1x nm 41.3x 41% 25% 3% 17% Callidus 1,564 1,381 6.7x 5.6x na 45.7x 19% 18% na 12% Trim Mean 21,722 21,531 6.8x 5.7x 18.0x 21.3x 19% 17% 24% 25% Median 7,221 6,813 6.1x 5.5x 16.3x 15.4x 13% 16% 25% 27% [1] Cloudera (NYSE:CLDR) added to the index as of IPO 4/27/17 Recent Activity Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Vista Equity Partners (Austin, TX) acquired Xactly for an undisclosed sum.