Inorganic Growth – Page 195 – The 451 Take on Tech M&A

M&A at Accellos

March 13, 2009 Brenon Daly

Another supply chain management (SCM) rollup is getting rolling. Colorado Springs, Colorado-based Accellos has already closed four acquisitions and has a letter of intent in place for its fifth. Backed by a handful of private equity (PE) firms, Accellos began shopping back in October 2006 with the double-barreled purchase of Headwater Technology Solutions and Radio Beacon. The pair of deals gave Accellos $15m of combined revenue out of the gate. The company added one company in both 2007 and 2008.

As it was closing the purchase of Prophesy Transportation Solutions last September, Accellos also pulled in a $28.5m second round of financing. (That brought its total funding to $54m, although it still has $20m of that in the bank.) Accellos, which projects that it will wrap this year with some $45m in sales, says it’s only about halfway through its shopping spree. (It’s looking for companies with revenue of $4-8m.) The company indicated at this week’s Montgomery Technology Conference that it will probably need to close a total of 9-10 deals in coming years to hit its goal of more than $100m in annual sales.

If Accellos’ strategy sounds familiar, it’s because at least two other PE-backed companies have also set about rolling up the SCM market. Battery Ventures picked up HighJump Software for $85m last May, and then tacked on BelTek Systems Design last November and Insight Distribution Software a month ago. And since Francisco Partners acquired RedPrairie in May 2005, the company has inked seven acquisitions.

Are earn-outs cop-outs?

March 12, 2009

-Contact Thomas Rasmussen and Yulitza Peraza

Despite being derided by some as cop-outs, earn-outs are nonetheless popping up more frequently in deal terms. It used to be that the staggered payments were a way to keep the talent at the acquired company from bailing as soon as the ink was dry on the deal. Now, retention isn’t so much the concern, it’s more valuation. Earn-outs are being used to bridge the increasingly wide gulf between buyer and seller expectations.

So far this year, 18% of deals with an announced value of less than $500m had an earn-out provision, up slightly from 15% for the same period in 2008. However, the additional payments are making up a larger part of potential deal values. The average earn-out amounted to half of the deal value in transactions announced so far this year, compared to just one-third during the same period last year. We would attribute that to the leverage buyers have in the current M&A environment as well as their need to preserve cash.

And, anecdotally, we have been hearing that buyers are using their position to set unrealistic terms (thus avoiding payouts down the road, and preserving more of their cash). Consider the case of Mazu Networks, which sold to Riverbed Technology last month for $25m in cash and a potential $22m earn-out. Combined, the upfront and earn-out payments would have nearly made whole the investors in the Cambridge, Massachusetts-based security company. But a closer look at the terms reveals just how unlikely it is that Mazu and its backers will see much – if any – of that earn-out. The reason? To be paid in full, Mazu will have to more than double its bookings by the end of March next year at a time when the economy is shrinking and even tech stalwarts are struggling to post any revenue growth.

Crossbeam looks to deal

March 11, 2009 Brenon Daly

Contact: Brenon Daly

After growing organically to $90m in sales in 2008, Crossbeam Systems is actively looking to acquire a company in the near future, the company said Tuesday at the Montgomery Technology Conference. Crossbeam has been generating cash for more than a year, and currently has some $11m in the bank. It also has an untouched $15m line of credit and indicated that it could raise another round of funding for a significant transaction. (Crossbeam has already raised some $105m in venture backing over the past seven years.)

Although Crossbeam is lumped into the security market, it is a platform – rather than an application – vendor. In fact, it partners with several key security companies, including Check Point Software Technologies, Sourcefire and IBM’s ISS unit. Obviously, it couldn’t buy any single security application vendor without risking the loss of one of those partners. Instead, the company is looking to do a network-related deal, perhaps adding analysis or application acceleration. (However, Crossbeam won’t be considering WAN traffic optimization companies; the company said that market is too crowded.)

As it plans to shop, Crossbeam joins several other large privately held companies, which are all running at more than $50m in revenue, that are currently in the market. We understand that Tripwire may be looking to pick up some security technology, specifically in log management and vulnerability assessment. And, we recently noted that NetQoS is also considering a deal. In fact, we hear that the networking company may be close to a letter of intent on a small transaction, while it also continues to assess a much more significant acquisition.

Cutting the ties that bind

March 9, 2009 Brenon Daly

Contact: Brenon Daly

As the business prospects for this year continue to deteriorate, companies are increasingly looking to shed underperforming divisions. VeriSign, for example, has already divested two units so far this year and still has a handful of others on the block. As drawn-out and money-losing as divestitures can be, it’s almost always preferable to the alternative of actually hanging on to the struggling businesses. At least that’s the view from Wall Street, which rarely dings a company for pruning.

We’ve been thinking about this in recent weeks as we’ve seen the projections for PC sales in 2009 get pulled back again and again. The bearish outlook has caused most PC makers to overhaul their strategies for selling boxes. For instance, Lenovo has scaled back its expectations for selling PCs in Europe and North America, and will instead focus on its home Chinese market, particularly the rural sector. The shift essentially undercuts the need for IBM’s PC business, which Lenovo picked up four years ago. (IBM took payment for the divestiture in cash and stock, booking a pre-tax gain of about $1bn.)

Of course, it’s hard to know how that division would have fared if Big Blue hadn’t shed it. And, it’s virtually impossible to calculate how much of a drag PCs, which accounted for about 10% of IBM’s sales, would have been on the overall company’s performance. But consider this: Since IBM closed the divestiture in mid-2005, Dell shares, which stand as the closest proxy to the PC industry, have lost 75% of their value and are trading at their lowest level since 1997.

IPOs: nothing to offer

March 6, 2009 Brenon Daly

Contact: Brenon Daly

Security vendor ArcSight marked its first full year on the public market with an unexpectedly solid fiscal third-quarter report Thursday. (That said, my colleague Nick Selby reads between the lines and sees some potential problems at the company, which now sports a market capitalization of nearly $350m.) Heading into the release, ArcSight shares traded essentially where they did when they hit the market last February, though an after-market rally pushed the stock above $11 for the first time in seven months.

The fact that ArcSight is now above its offer price is nothing short of astounding, given that both the Nasdaq and the Dow have nearly been cut in half since the debut of the security company. (Rackspace, which was the only other VC-backed tech IPO in 2008, has likewise been cut in half since going public last summer.) It’s telling that we have to limit our discussion about the IPO market to after-market performance, rather than new issues. Not to put too fine a point on it, but we all know that the IPO market is dead right now. (As if to reiterate that, GlassHouse Technologies on Thursday pulled its planned $100m offering, which it filed in January 2008.)

And even when the market opens up once again for debutants (and we think that date is a long time off), it will almost certainly provide even fewer exits for VC-backed companies than in the past. Sandy Miller, a general partner at late-stage venture firm Institutional Venture Partners (IVP), recently noted that roughly one-quarter of IVP’s past exits had come through an IPO. (Included in that number is ArcSight; IVP was its second-largest holder before the IPO.) In the future, however, Miller projected that the percentage of portfolio companies exiting to the public market would drop to ‘single digits.’

Omniture: the optimistic opportunist

March 5, 2009

-Contact Thomas Rasmussen

After digesting its $382m double-down acquisition of competitor Visual Sciences last year, Web analytics firm Omniture is bullish on buying. At the Pacific Crest Securities conference last week, the company outlined its M&A strategy, which essentially boils down to one word: opportunistic. It tucked in its struggling competitor Mercado Software for $6.5m in November 2008, adding an estimated $12m to its top line. The company had raised $66m in venture capital over the past 10 years. Omniture told us some of Mercado’s large customers had in fact approached it to do the deal. Moreover, Omniture said its remaining privately held competitors Coremetrics and WebTrends are struggling. The company added that it’s seeing an increasing amount of their customers transition over (some even in mid-contract), and it’s ready to deal, as long as it’s at 2009-type discounts.

Not so fast, say the two firms, which we estimate ring up combined revenue of just south of $200m. WebTrends, which PE shop Francisco Partners took off of NetIQ’s books in 2005 for $94m, says that despite a shakeup in management, the company is well positioned. It cites profitability, consistent quarter-over-quarter growth, its highest revenue quarter in its history last quarter, and says it has no need for further funding from its rich backer. (Reports Thursday indicated that Francisco is set to begin raising a third fund, targeting at least $2bn.) Meanwhile, Coremetrics seems to have overindulged on venture capital, closing a $60m series E round last March, bringing its total raised to date to $111m. We tend to get skeptical when this happens, especially in this environment. However, CEO Joe Davis assured us that having shelved further funding-related expansion plans, the company has the majority of the latest round in the bank. Its January restructuring will return the company to cash-flow neutral this month, and cash-flow positive going forward, and it is on track to grow revenue 20% year over year. The CEO added, “Rumors of my death have been greatly exaggerated by my competitor.”

With more than $80m in cash and short-term investments, its profitable standing and surprisingly upbeat outlook, Omniture can certainly handle a few more tuck-ins. Will it scoop up its feisty rivals? At the moment, it certainly does not look like it. In fact, competitors Coremetrics and WebTrends, which haven’t been in the market since 2006 and 2007, respectively, say they are looking at doing some buying of their own and have the cash to do so.

Omniture M&A

Completed	Target	Enterprise value	Revenue multiple	Price per customer
November 2008	Mercado Software	$6.5m	0.5x*	$32,500*
January 2008	Visual Sciences	$382m	5.0x	$240,302
December 2007	Offermatica	$65m	7.2x*	$650,000

Source: The 451 M&A KnowledgeBase *451 Group estimate

Done dabbling in VC

March 4, 2009 Brenon Daly

Contact: Brenon Daly

During the tech recession at the beginning of this decade, many of the venture efforts started by both corporations and investment banks ground to a halt and quietly went away. In the current downturn, it’s the venture efforts from the buyout shops that seem to be vanishing. Over the past year, marquee PE firms The Carlyle Group and 3i have both shuttered their VC investment programs. On Wednesday, Jafco Ventures announced that it had picked up former Carlyle venture capitalists Nick Sturiale and Jeb Miller.

The pair had only recently moved over to Carlyle to help accelerate its planned push into VC. Washington, D.C.-based Carlyle had raised some $1.4bn in three US funds, dating back to 1997. The funds not only invested in early-stage ventures, but also financed expansion-stage growth companies and smaller buyouts. The move comes after UK-based 3i stopped its early-stage investments, and the head of US tech investments, Sandy Miller, joined late-stage venture firm Institutional Venture Partners.

The fact that some ‘merchants of debt’ are done dabbling in venture capital is understandable given the pressing problems in their core business of taking companies private. With the credit market largely closed and the IPO window firmly shut, PE shops have virtually no chance to book any gains. In fact, few – if any – LBO firms are talking about gains in their current portfolio. The general business slump, exacerbated by the heavy debt loads of many of these companies, has already driven a few into bankruptcy. This has been particularly true of the retail companies taken private in the past few years. But the Chapter 11 contagion is likely to spread to other sectors – including technology.

Bargains for SuccessFactors

March 3, 2009 Brenon Daly

Contact: Brenon Daly

Having organically built an on-demand business that cracked $100m in sales last year, SuccessFactors may be ready to do a bit of shopping. The switch comes a year after the human capital management (HCM) vendor told us that despite the company’s close ties to Jack Welch, it didn’t expect to do deals like the former General Electric chief executive.

But as valuations of smaller HCM players have been slashed, there may be some bargains out there that are too good to pass up, CFO Bruce Felt said recently. He added that the company has some $70m in cash and $33m in short-term investments. And in the fourth quarter of 2008, SuccessFactors generated operating cash flow for the first time, and the company indicated that would continue in 2009.

SuccessFactors would be looking to pick up technology, rather than make a large-scale consolidation move. (We would note that neither of the recent consolidation moves in the HCM market, Taleo’s $128.8m purchase of rival Vurv Technology and Kenexa’s $115m acquisition of BrassRing, has gone particularly well.) While SuccessFactors says it’s in the market, the company isn’t counting on deals to continue to boost its top line. It recently forecast 30% organic growth for this year. While that’s less than half as fast as it grew in 2008, it’s a pretty healthy clip during a recession.

Divesting at any costs

March 2, 2009 Brenon Daly

Contact: Brenon Daly

We recently noted how VCs are having to settle for scrap sales as they go through a bit of portfolio clean-out. But, hey, at least the value destroyed in each of the companies is only in the tens of millions of dollars. Companies that have been recently cleaning out their own portfolios in the form of divestitures have been eating hundreds of millions of dollars. Even billions of dollars.

Last week, two companies were in the news for what we would consider ‘divest at any cost’ transactions. First up, Motorola unwound its two-year-old purchase of Good Technology. After paying about $500m in November 2006 for Good, we would guess that Motorola almost certainly received less than $50m in selling the mobile messaging infrastructure vendor to privately held Visto. (At least there was something left to sell. The same can’t be said of Intellisync, which Nokia bought three years ago for $354.3m but recently said it will be shuttering.)

More dramatically, Nortel Networks looks likely to pocket just two pennies for every $1,000 that it handed over for Alteon WebSystems in mid-2000. (Keep in mind, however, that Nortel paid the $7.8bn total is stock, not cash.) The bankrupt telecom equipment vendor has put Alteon on the block, and the reported frontrunner is Israel-based Radware, which has put forward a bid of some $14m. (Since Nortel filed for Chapter 11, Alteon is being sold under an auction process run by the bankruptcy court, and other bidders could emerge.) As a final thought on both the Motorola and pending Nortel divestitures, we would note that both castoff divisions are landing in other companies, rather than a buyout shop.