IMPAC T OF COVID -19 ON VALUATION LEVELS IN THE GLOBAL ... › wp-content › uploads › 2020 ›...

I M PA C T O F C O V I D - 1 9 O N V A L U AT I O N L E V E L S I N T H E G L O B A L T E C H N O L O G Y, S O F T W A R E A N D I T S E R V I C E S S E C T O RA p r i l 2 0 2 0

2

AGENDA

Executive summary2 7

Update on GCA Altium1 2

Details on the current valuation environment3 11

Get in contact4 21

AppendixA 24

4

We advise on placement of stock, equity-linked debt, equity lines for acquisitions and roll-ups, domestic and international IPOs. We source capital from venture and crossover firms to hedge funds, sovereign wealth funds, public mutual funds and family offices.

Our services include capital raising and rescue / bridge financing, covenant resets, distressed M&A, and assessment of strategic alternatives including complete restructurings of the balance sheet with write-downs and debt-to-equity swaps.

Our global footprint gives us integrated international coverage, while our deep local roots mean that we have a thorough understanding of the markets we cover. We can help you navigate markets and cultures and find solutions adapted to your needs, goals and circumstances.

Our services include acquisition, growth, and asset-based financings as well as refinancings and recapitalizations. Our capital sources include not only traditional commercial banks, but also non-traditional sources such as credit funds, hedge funds and private sources of debt capital.

Our team delivers advisory services for public and private companies, including buyside, sellside, public takeovers and going-private transactions, as well as hostile, defense and strategic alliances.

M&A ADVISORY

We provide a comprehensive range of M&A and Debt Advisory services for companies and financial sponsors

OUR SERVICES

As a leading independent global M&A and debt

advisor, our focus is on providing our clients

impartial and insightful corporate finance advice.

DEBT ADVISORY

FINANCIAL RESTRUCTURING CROSS-BORDER ADVISORY EQUITY CAPITAL MARKETS

5

GCA Altium is one of the leading and most active advisors for Software transactions in Europe

UNIQUE TRACK-RECORD IN SOFTWARE TRANSACTIONS

Note: Flag to the left: target; Flag to the right: acquirer

Workflow solutions

Data-driven intelligence

Cloud-based communication

Cloud-based utility ERP

Corporation tax software

Digital workplaces

Contact centresoftware

Cloud-based ERP

Recruitment software

DMS and CRM software

Insurance software

PIM softwareField services

ERPData

transformationCloud based

CRM platformLoyalty

programs

Marketing software

Cloud-based data storage

Terminal mgt. systems

Mid-office travel software

Cloud-based project mgt.

ERP softwareMarket research

softwareVisual data

research software

Field servicessoftware

Reservation management

Healthcaresoftware

Contextual intelligence

Cloud-based accounting

Cloud-based ERP

Fuel pricing software

Recruiting platform

6

Connectivity solutions

Selected Semiconductor and IT Services transactions

DEEP EXPERTISE IN ADVISING SEMICONDUCTOR AND IT SERVICES COMPANI ES

Note: Flag to the left: target; Flag to the right: acquirer

IT ServicesSemiconductor

PTC equipment

Component refurbishment

Sensor technology

Micro & opto-electronic systems

Component refurbishment

LiDAR sensor technology

3D semicon-ductor solutions

Nanofabrication equipment

Power and energy solutions

Semiconductor test business

Semiconductor test sockets

Digital power IC solutions

Semiconductor encapsulating

Flow&measure-ment instruments

Electrical inter-connect systems

Outsourced software testing

IT infrastructure outsourcing

IT outsourcingservices

Software dev. services

Digital advertising services

IT services for the education industry

Outsourced digitalcommunication

IT consulting services

IT and digital operations support

IT managementconsulting

Digital visualization services

ICT equipment and related services

IT lifecycle and system support

Enterprise softwaresolutions provider

Microsoft-based business software

solutions

SAP consulting and support services

7

AGENDA




Get in contact4 21

AppendixA 24

8

EXECUTIVE SUMMARY (I/II)

Technology companies, in particular Software companies, have so far preserved value with overall stable valuation multiples. However, given reduced earnings expectations, absolute valuations are c. 10% lower1

Main driver for lower market capitalizations and asset valuations are reduced earning expectations. However, as many companies did not yet report on their current trading nor updated their full-year guidance, the degree to which COVID-19 impacts the valuation of the global technology, Software and IT Services sector cannot yet be predicted

2

In the mid-term, we expect a further set-back of stock market valuations once more companies report on current-year trading and update their full-year guidance. In particular in comparison with the Global Financial Crisis 2007-2009, there appears to be room for further downward adjustment of valuations

3

Longer term, liquidity is expected to flow even more strongly into stable, crisis-proof assets, such as mission-critical software companies with a high degree of recurring revenues and strong margins. Given the scarcity of such assets, we may even see increasing valuation multiples for high-quality assets – nevertheless, we still see attractive investment opportunities within the sector

4

Given multi-months lead times of M&A projects, the effects on the technology M&A market remain to be seen. Currently, deal volumes are at a historic low. Assuming we do not experience a significant increase in bid-ask spreads, M&A markets are likely to rebound quickly. In particular, we expect high investor demand for high-quality assets with highly recurring revenues

5

9

• EBITDA multiples of Horizontal Software companies have remained stable over the last quarter• There was even an uptick in share prices for payment and Cloud Infrastructure companies• Our outlook: We expect Horizontal Software companies to preserve value best. For high-quality companies with mission-

critical software, we even expect increasing valuation levels

• While EBITDA multiples of Vertical Software companies have also remained rather stable over the last quarter, we see a mixed picture

• In particular, capital markets appear to have not yet fully factored in the expected downward adjustment of earnings, which we expect to vary greatly, depending on the respective end-markets

• Our outlook: We expect Vertical Software companies to develop more heterogeneously, reflecting the quality of the underlying asset and exposure to end-markets

• Given their nature of relatively high fixed costs and CAPEX-intensive business models, Hardware and Hardware-related services companies valuations have seen a relatively strong decline in valuation levels

• Robotics and Automation companies are less impacted as production automation will be key in the expected re-nationalization or nearshoring of production

• Our outlook: We expect Robotics and Automation companies to preserve value best or even profit in the mid-term, whereas Semiconductor and EMS companies will develop heterogeneously, reflecting the exposure to the underlying end-markets

• IT Services companies have experienced the strongest decline in valuation in the technology space due to their perceived project nature of the business model

• Our outlook: We expect valuation levels to return to pre-crisis levels relatively soon as digitalization projects will not be stopped or even increased as they are crucial for a lot of companies’ survival

EXECUTIVE SUMMARY (II/II)

Horizontal Software

Vertical Software

Hardware

IT Services

Peer group CommentCurrent assessment

10

Media outlets see both risks and chances in the current market environment, expecting software and technology companies to yield higher

M&A activity and preserve more value than other sectors

CURRENT VIEW ON THE SITUATION IN THE MEDIA

“M&A has largely slowed down in the current market, but there remain pockets of activity when the timing and price are right”

Goldman Sachs considers software companies as a mid-term buying opportunity as they are “relatively better than most other portfolio companies”. A crisis like this does also serve to accelerate new technologies and shifts in business models as well as consolidation.

“But despite all the worries about churn and changing sentiment, SaaS companies are still richly valued compared to historical norms”

“Despite having lost big chunks of market value since the beginning of the year, nearly every company among the big five (Microsoft, Apple, Amazon, Alphabet, Facebook) will do just fine when this crisis eventually passes.”

“90% of tech-M&A bankers expect acquisition prices to decrease”

“Bid-ask-spreads of historic dimensions”

“M&A volumes in March and April at historic low”

draws a rather pessimistic and bearish picture of the current situation…

…while others see opportunities

“The decline in multiples is more severe and quicker than in the Credit Crisis”

“The current sentiment is even lower than at the height of the Credit Crisis in December ‘08”

11

AGENDA




Get in contact4 21

AppendixA 24

12

30-Dec 24-Feb13-Jan 9-Mar10-Feb27-Jan

110%

23-Mar 6-Apr 20-Apr

70%

50%

60%

80%

90%

100%

120%

Software companies outperform all other peer groups and indices, demonstrating strong crisis-resilience

STOCK MARKET PERFORMANCE OF TECHNOLOGY INDICES AND KEY PEER GROUPS

Source: Capital IQ as of 27-Apr-2020

(8%)23%(32%)

(2%)21%(23%)

(3%)20%(24%)

(27%)12%(39%)

(14%)17%(31%)

(0%)22%(23%)

(14%)21%(36%)

(28%)

Payment Cloud

Infrastructure

Business

Software

TravelPLM HCM Financial

Software

Healthcare

(14%)

Robotics /

Automation

(41%)

Semi-

conductors

12%

EMS IT Services

Large

IT Services

Small / Mid

21%

1%

(8%) (3%)(14%) (9%) (9%)

(26%) (27%)

Horizontal Software Vertical Software Hardware IT Services

Subsector performance: 30-Dec-2019 to 27-Apr-2020

Share price development of technology indices vs. key peer groups

LowUptick

from lowPerformance since Dec-19

Technology indices

Horizontal Software

IT Services

Vertical Software

Hardware

NASDAQ

EuroStoxx Tech

MSCI World Tech

13

30-Dec 13-Jan 9-Mar 23-Mar 6-Apr27-Jan 10-Feb

120%

24-Feb 20-Apr50%

110%

60%

70%

80%

90%

100%

EBITDA multiples of Horizontal and Vertical Software companies as well as Hardware companies have remained rather stable over the last

quarter. Multiples for IT Services companies compressed by c. 18%

EV/EBITDA VALUATION DEVELOPMENT OF OUR KEY PEER GROUPS

Note(s): 1) EV to next-twelve months EBITDA; 2) Strong decline in earnings forecasts for the travel sector with a corresponding moderate drop in share prices have driven the peer group valuation up significantlySource: Capital IQ as of 27-Apr-2020

(18%)22%60%

13%38%75%

0%27%74%

2%36%65%

Development of peer group forward-looking1) valuation levels

LowUptick

from lowPerformance since Dec-19

HCM

(9%)

Payment

(24%)

TravelCloud

Infrastructure

HealthcareBusiness

Software

PLM Financial

Software

Robotics /

Automation

Semi-

conductors

EMS IT Services

Large

IT Services

Small / Mid

15%0%

9%

(23%)

6%

(2%)

73%2)

4%

(14%) (20%) (13%)

Horizontal Software Vertical Software Hardware IT Services

Subsector performance: 30-Dec-2019 to 27-Apr-2020

Horizontal Software

Vertical Software

Hardware

IT Services

14

As of today1), only ¼ of our total peer group has adjusted or suspended their outlook for 2020

QUALITATIVE ANALYSIS OF OUTLOOK ADJUSTMENTS DURING THE COVID -19 CRISIS

Note: 1) As of 28-Apr-2020

15%

11%

41%

34%

• Overall, c. one-third of the analyzed companies did not yet comment on the expected earnings impact of the COVID-19 crisis. We expect most companies will update their guidance when reporting their Q1 results

• Software companies with a high degree of recurring revenue streams have mostly only moderately adjusted their outlooks, i.e. only 16% adjusted or suspended their full-year guidance

• On the other hand, almost half of the IT Services companies suspended or (significantly) adjusted their full-year outlook

∑ 103 companies

Complete observed group Key peer groups

46%

40%

3%

11%10%

10%

25%55%

21%

9%

45%

24%33%

13%40%

13%

Horizontal Software

Hardware

Vertical Software

IT services

∑ 35 ∑ 20

∑ 33 ∑ 15

Outlook suspended Adjustment of outlook No adjustment of outlook / moderate adjustment No news, yet / n.a.

15

WHO declares COVID-19 international emergency

Multiples for HCM Software companies decreased as their forecasted earnings do not (yet) mirror the steep decline in the share price over

the past weeks. For Business and PLM Software, valuation multiples remained rather stable during COVID-19

HORIZONTAL SOFTWARE I: BUSINESS, HCM AND PLM SOFTWARE

Note(s): 1) NTM = Next twelve months; 2) USD 2tn Coronavirus Aid, Relief, and Economic Security Act; 3) “GFC” = Change in valuation multiples during the Global Financial Crisis 12/07 – 03/09 in %; “n.a.” = Comparison not applicable, as peer group was not listed in 2007Source: Capital IQ as of 27-Apr-2020

EV/Sales NTM1) First COVID-19 cases in Europe

IT imposes national lockdown

US passes CARES Act2)

US/DE order closureof stores, bars, pubs

EV/EBITDA NTM

WHO officially declares COVID-19 a pandemic

Ho

rizo

nta

l So

ftw

are

I: B

usi

ne

ss,

HC

M a

nd

PLM

So

ftw

are

6-Apr 20-Apr10-Feb30-Dec 9-Mar27-Jan13-Jan 24-Feb 23-Mar

10x

20x

30x

40x

50x

(23%)28.7x37.2x

(9%)15.8x17.4xBusiness Software

HCM

PLM

n.a.

(39%)

9%31.7x29.0x (48%)

30-Dec 27-Apr Delta GFC

31.7x

28.7x

15.8x

30-Dec 13-Jan 27-Jan 10-Feb 9-Mar24-Feb 6-Apr23-Mar 20-Apr

2.5x

5.0x

7.5x

10.0x

12.5x

PLM

Business Software

HCM (9%)8.2x9.0x

(19%)5.0x6.1x

n.a.

(52%)

13%8.4x7.4x (67%)

30-Dec 27-Apr Delta GFC3)

8.4x

8.2x

5.0x

>1m cases globally

First indications of a flattened

curve in Europe

16


First COVID-19 cases in Europe





>1m cases globally

As providers of Payment solutions and Cloud Infrastructure are considered beneficiaries of the COVID-19 crisis, multiples of these companies

remained stable or even increased

HORIZONTAL SOFTWARE II: PAYMENT AND CLOUD INFRASTRUCTURE SOFTWAR E


9-Mar30-Dec 10-Feb13-Jan 6-Apr27-Jan 23-Mar24-Feb 20-Apr

5x

10x

15x

20x

25x

16.1x

21.0x

23-Mar24-Feb27-Jan 10-Feb30-Dec 13-Jan 9-Mar 6-Apr 20-Apr

2x

4x

6x

8x

10x

6.8x

6.8x


curve in Europe

Ho

rizo

nta

l So

ftw

are

II:

Pay

me

nt

and

Clo

ud

Infr

astr

uct

ure

So

ftw

are

Payment

Cloud Infrastruct. 6%6.8x6.5x

11%6.8x6.1x

n.a.

n.a.


0%16.1x16.0x

15%21.0x18.2x

Cloud Infrastruct.

Payment

n.a.

n.a.


EV/Sales NTM1)

EV/EBITDA NTM

17

23-Mar30-Dec 13-Jan 27-Jan 10-Feb 24-Feb 6-Apr9-Mar 20-Apr

5x

10x

15x

20x

25x







>1m cases globally

As expected, multiples for mission-critical Software for the Healthcare and Financial sectors have remained stable. Interestingly, multiples for

Travel technology companies increased as investors look through short term earnings downgrades to an expected rebound post COVID-19

VERTICAL SOFTWARE: HEALTHCARE, TRAVEL AND FINANCIAL SOFTWARE


23-Mar9-Mar 6-Apr

6.0x

30-Dec 27-Jan13-Jan 24-Feb10-Feb 20-Apr

1.5x

3.0x

4.5x

7.5x

Travel

Healthcare

Financial Software

5.1x

4.7x


curve in Europe

17.4x

21.1x

Ve

rtic

al S

oft

war

e:

He

alth

care

, Tra

vel a

nd

Fin

anci

al S

oft

war

e

(9%)4.7x5.1x

(8%)3.8x4.2x

n.a.

(25%)


(8%)5.1x5.6x (44%)

3.8x

15.3x

Strong decline in earnings forecasts for the Travel sector with a

corresponding moderate drop in share prices have driven the peer group valuation up by almost 75%

73%21.1x12.2x

6%15.3x14.4x

n.a.

(36%)

(2%)17.4x17.7x (39%)


Healthcare

Travel

Financial Software

EV/Sales NTM1)

EV/EBITDA NTM

18







>1m cases globally

Robotics and Automation companies are less impacted as production automation will be key in re-nationalization of production

HARDWARE: ROBOTICS / AUTOMATION, EMS AND SEMICONDUCTOR COMPANIES

Note(s): 1) NTM = Next twelve months; 2) USD 2tn Coronavirus Aid, Relief, and Economic Security Act; 3) “GFC” = Change in valuation multiples during the Global Financial Crisis 12/07 – 03/09 in %Source: Capital IQ as of 27-Apr-2020

30-Dec 10-Feb13-Jan 27-Jan

18x

9-Mar24-Feb 23-Mar 6-Apr 20-Apr

3x

6x

9x

12x

15x

(20%)5.5x6.8x

4%16.2x15.6x

Semiconductors

Robot. / Autom.

EMS (40%)

(43%)

(14%)12.5x14.6x 11%


12.5x

5.5x

16.2x

2x

1x

23-Mar30-Dec 13-Jan 9-Mar27-Jan 6-Apr10-Feb

6x

24-Feb 20-Apr

3x

4x

5x

4.1x

0.3x

3.1x


curve in Europe

Robot. / Autom.

Semiconductors

EMS (28%)0.3x0.4x

(3%)3.1x3.2x

(54%)

(64%)

(15%)4.1x4.8x (24%)


Har

dw

are

: Ro

bo

tics

/ A

uto

mat

ion

, EM

S an

d S

em

ico

nd

uct

or

Co

mp

anie

s

EV/Sales NTM1)

EV/EBITDA NTM

19







>1m cases globally

Stock market valuations do yet not reflect positive medium-to-long term positive digitalization impact on IT Services companies as potential

start dates for new projects are uncertain

IT SERVICES: LARGE CAP AND SMALL / MID CAP IT SERVICES COMPANIES

Note(s): 1) NTM = Next twelve months; 2) USD 2tn Coronavirus Aid, Relief, and Economic Security Act; 3) “GFC” = Change in valuation multiples during the Global Financial Crisis 12/07 – 03/09 in %Source: Capital IQ as of 27-Apr-2020

2x

23-Mar24-Feb30-Dec 6-Apr9-Mar

4x

27-Jan13-Jan 10-Feb 20-Apr

6x

8x

10x

12x

(13%)8.5x9.7x

(24%)6.6x8.7xIT Services - Large

IT Services - S / M (44%)

(43%)


30-Dec 13-Jan 24-Feb27-Jan 10-Feb 9-Mar 6-Apr23-Mar 20-Apr

0.5x

1.0x

1.5x

IT Services - Large

IT Services - S / M (21%)0.8x1.0x

(23%)0.9x1.2x

(64%)

(44%)


0.9x

0.8x


curve in Europe

6.6x

8.5x

IT S

erv

ice

s: L

arge

cap

an

d S

mal

l / M

id C

ap IT

Se

rvic

es

Co

mp

anie

s

EV/Sales NTM1)

EV/EBITDA NTM

20

Scarcity of high-quality assets

Liquidity in markets remains high: We expect high investor demand

for high-quality assets that are expected to come out of the crisis almost unaffected. This is likely to

drive valuations for premium assets

The global technology M&A markets are currently on hold and the impact on valuation levels remains yet to be seen

RECENT DEVELOPMENT OF THE GLOBAL TECHNOLOGY M&A MARKET

Note: 1) Projected valueSource(s): 451 Research‘s M&A KnowledgeBase, S&P Global Market Intelligence

84 71 12763

125 165 161 138 134 126 99 111 84

984918 872

811949 992

927 877 911 877984

898 878

Q1 ’17 Q4 ’18Q1 ’18Q2 ’17 Q3 ’17 Q2 ’18Q4 ’17 Q3 ’18 Q1 ’19 Q2 ’19 Q3 ’19 Q4 ’19 Q1 ’20

Total # of deals Total deal value in USDbn

• As M&A projects typically have a lead time of c. 6 months, and given the fact that COVID-19 related shut-downs only came to effect in March, M&A activity in Q1 ‘20 does not reflect economic contraction, yet

• Hence, possible distortions in valuations and deal volume can only be read off at a later point in time

30

43

12

Feb-20Jan-20 Mar-20 Apr-20

51)

Total deal value in USDbn

Cu

rre

nt

situ

atio

n in

th

e M

&A

mar

ket

Ou

tlo

ok

• The COVID-19 crisis has put the global technology M&A markets on pause. Deal volumes in March and April were at historic lows.

Prices are expected to come down

We believe the global stock markets have not yet factored in

the full earnings impact of the current standstill and thus expect an adverse effect on valuations of public markets for the mid-term

Risk of an increasing bid-ask-spread

M&A activity may be negatively affected by widening bid-ask

spreads. In particular, we do not expect that sellers are willing to

accept a significant valuation discount for an impact that is

considered exceptional

Software assets expected to come out on top

Software assets with a high share of recurring revenues are expected to preserve value more than other

IT markets

Quarterly global technology & telecommunication M&A activity Monthly global technology & telecommunication deal value

The overall effect of the COVID-19 crisis on valuations and deal volumes remains to be seen –we expect the following factors to drive M&A valuation in the technology sector:

21

AGENDA




Get in contact4 21

AppendixA 24

22

GET IN CONTACT (I/II)

Mario Schlup, Director Guido Viggiani, AnalystSascha Pfeiffer, Member of the Board Raiko Stelten, Managing Director

• More than 13 years of corporate finance experience with more than 40 completed transactions in the Technology and Tech-enabled Services sectors

• Prior to joining GCA Altium, Raiko worked for DC Advisory

• Member of GCA Altium’s Executive Committee and GCA’s global board of directors

• More than 20 years of corporate finance experience with more than 100 completed transactions predominantly in software / technology M&A

• Prior to joining GCA Altium in 2013, Sascha worked for DC Advisory / Close Brothers in Frankfurt and London

[email protected]+49 (69) 20 434 64 -15+49 177 74 156 43

[email protected]+49 (69) 20 434 64 -18+49 171 33 508 79

23

Dedicated European Technology Team

GET IN CONTACT (II/II)

Sigurd Solheim, Managing [email protected]

Lausanne

Raymond Frojd, Managing [email protected]

Kristoffer Källeskog, Managing [email protected]

Stockholm

Sébastien Delattre, [email protected]

Thomas Egli, Managing [email protected]

Alexander Grünwald, Member of the [email protected]

Zurich

Malte Abrams, [email protected]

Tobias Schultheiss, Managing [email protected]

Frankfurt

Alessandro Soprano, Managing [email protected]

Milan

Hugues Archambault, Managing [email protected]

Paris

James Craven, Managing [email protected]

London

Xavier Moreels, Managing [email protected]

BENELUX

24

AGENDA




Get in contact4 21

AppendixA 24

25

PEER GROUP CONSTITUENTS OVERVIEW (I/III)

PLM Software

Payment Software

HCM Software

Cloud Infrastructure Software Business Software

Ho

rizo

nta

l So

ftw

are

26

PEER GROUP CONSTITUENTS OVERVIEW (II/III)

Note: 1) Only included in the qualitative analysis of management statements about outlook adjustments

Robotics / Automation

Healthcare Software

Semiconductors

Financial Software

EMS

Travel Software

Ve

rtic

al S

oft

war

eH

ard

war

e

1)

1)

27

PEER GROUP CONSTITUENTS OVERVIEW (III/III)

Large Cap Small / Mid Cap

IT S

erv

ice

s

28

Basis of this presentation

LEGAL DISCLAIMER

The views presented herein are for discussion purposes only and are based on publicly available information.

GCA ALTIUM AG (“GCA ALTIUM” or “GCA”) is not advocating any of the courses of action presented herein, which are being presented solely to illustrate a range of available options. This analysis is presented with the understanding that no dissemination of the contents hereof will be provided to anyone other than representatives of the addressee without the written permission of GCA.

This document does not constitute or form part of any offer for purchase, sale or subscription of or solicitation or invitation of any offer to buy, sell or to subscribe for any securities nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. This document is being supplied to you solely for your information and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose.

This document has been prepared from information which is believed to be reliable. Phrases like “GCA expects”, “GCA believes”, “GCA anticipates” and similar phrases do not constitute warranties or guarantees of any kind, expressed or implied, but merely represent the opinion of GCA based upon the best information available. This material is subject to change without notice. Further GCA expressly disclaims any and all liability for representations or warranties, expressed or implied, contained in, or for omissions from, this document or any written or oral communication transmitted or made available to an interested party.

GCA retains the right to request the return of this document at any time.

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