LEONIS CREDENTIALS & SERVICES
▪ Leonis solely focuses on providing M&A and Growth Capital advisory services to both high-growth and well- established technology and technology services companies
▪ Leonis core areas of focus include:
▪ Sell-side M&A: represent companies looking to be acquired by a strategic or go through a fulsome liquidity event with a financial sponsor
▪ Capital Raises:
• Majority Equity Raises: Recapitalizations from private equity & growth equity firms who understand the sector and will be able to partner with management to inject capital and provide expertise to maximize the company’s growth
• Minority Equity Raises: Equity investments from private equity and strategic partners who bring capital and market expertise to bear
▪ Retained Advisory Services: strategic guidance to assist management in maximizing firm value ahead of a potential liquidity event, as well as manage inbound offers and solicitations
FIRM OVERVIEW
▪ Bankers with over 50 years of combined experience in bulge bracket Wall Street firms and Middle Market
▪ Team has executed over 105 M&A, restructuring and capital raising deals with cumulative transaction values over $170 billion
▪ Team executed eight deals in the last twelve months with an 85% close rate
▪ Deep knowledge of strategic and financial buyers with a proprietary database of more than 4,200 private equity investors and 1,800 strategic acquirers
▪ Team with experience advising, operating and investing in businesses within the firm’s core areas provides an unbiased view of how “the other side” will look at a deal
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Robert Koven Leonis Partners 1st Quarter 2018 IT Services Analysis
1. LEONIS PARTNERS: 1ST QUARTER 2018 IT SERVICES ANALYSIS
A NALY SIS O F I T S ERVIC ES VALUAT IONS & K EY DRIVERS IN PUB LIC AND PRIVAT E M ARK ET S
2. LEONIS PARTNERS
EXPERIENCED IT SERVICES ADVISORS
▪ Leonis provides M&A and Growth Capital advisory
services to both high-growth and well-established
technology and technology services companies
▪ Leonis core areas of focus:
▪ Sell-side M&A: Represent companies looking to be
acquired by a strategic or go through a fulsome liquidity
event with a financial sponsor
▪ Capital Raises:
• Majority Equity Raises: Recapitalizations from private
equity & growth equity firms who understand the
sector and will partner with management to inject
capital and provide expertise to maximize the
company’s growth
• Minority Equity Raises: Equity investments from
growth equity and strategic partners who bring capital
and market expertise to bear
▪ Retained Advisory Services: Strategic guidance to assist
management in maximizing firm value ahead of a
potential liquidity event, as well as manage inbound
offers and solicitations
For more information or inquiries, please contact us at
info@leonispartners.com
2
TECHNOLOGY SERVICES TOMBSTONES
FIRM OVERVIEW
▪ Bankers with over 50 years of combined experience in bulge bracket
Wall Street firms and Middle Market
▪ Team has executed over 115 M&A, restructuring and capital raising deals
with cumulative transaction values over $180 billion
▪ Deep knowledge of strategic and financial buyers with a proprietary
database of more than 4,200 private equity investors and 1,800 domestic
and international strategic acquirers
▪ Team with experience advising, operating and investing in businesses
within the firm’s core areas provides an unbiased view of how “the other
side” will look at a deal
LEONIS CREDENTIALS & SERVICES
Has Been Acquired By Equity Capital Raise Has Acquired
Has Been Acquired By
Has Been Acquired By Has Acquired Has Been Recapitalized
By
Debt Capital Raise
3. LEONIS IT SERVICES INDEX
1Q 2018 INDEX SUMMARY
▪ Leonis’s proprietary IT Services Index is comprised of 34
publicly traded IT Services companies
▪ These 34 companies make fall into four distinct verticals:
‒ IT Consulting Services
‒ Managed Services
‒ Management Consulting
‒ Value-added Resellers (VARs)
▪ The Leonis IT Services Index is an equally-weight index
• Over the quarter, the Leonis IT Services Index decreased
1% from its fourth quarter 2017 highs
• Year to date, IT Consulting Services and Managed Services
multiples have fared the best
• Key growth drivers and trends emerging in 2017 and
continuing in 2018 are:
• Robust private equity interest and strategic M&A driving
valuations to multi-decade highs
• AWS continuing to prevail in shift to cloud infrastructure
• Continuing need for UI/UX talent resulting from corporate
digital transformations and mobility needs
• ServiceNow prevailing in the IT Service Mgmt. market as
companies look for solutions to hybrid cloud and on-prem
infrastructure
3
IT SERVICES PERFORMANCE
IT SERVICES EBITDA MULTIPLES OVER TIMETHE LEONIS IT SERVICES INDEX
Source: Pitchbook, Leonis Proprietary Transaction Database, Federal Reserve Economic Data.
Note: Market Data as of 3/31/2018.
10.0x
9.7x 9.8x
10.6x 10.6x 10.6x 10.6x
11.1x
10.7x
9.0x
9.5x
10.0x
10.5x
11.0x
11.5x
1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18
Avg. EV/EBITDA Multiple
(10.0%)
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
Leonis IT Services Index Nasdaq Index
5. ▪ When companies are grouped into ranges as shown
below, 90% of the change in the valuation is driven by a
change in the average gross margin for the bucketed
companies
▪ The distribution of EV/Rev multiples is skewed by
Managed Service providers but is centered at ~1.5x EV/
Revenue with average gross margins rates centered
around 25% - 30%
▪ Regression of bucketed average gross margins exhibits
direct correlation with valuation multiples, yielding an R-
squared of .90(2), extremely high for financial statistics
5
KEY INDUSTRY KPIS(1)
THE IMPORTANCE OF EBITDA IN VALUATIONS
RECENT TRENDS AND OBSERVATIONS
VALUATIONS ALIGNED TO GROSS MARGIN AND EBITDA
▪ As shown in the graph below, when the Leonis Index as a whole is
reviewed, we find a coefficient of determination (“R-squared”) of .82 when
regressing companies’ EBITDA margin versus their EV/Rev multiple. This
signifies a strong link between rising EBITDA and valuation multiple
▪ A similar analysis for gross margin across the full index produces an R-
squared of .60, which is still moderately supportive of a broad conclusion
▪ Interestingly, annual revenue growth compared EV/Revenue produces only
a .01 R-squared, which suggests that growth, while important from a total
value perspective, does not immediately lead to multiple expansion in IT
services businesses at scale
▪ The net take-away is clear: in the IT Services Industry, the level of
profitability is a critical determinant of value
Source: Pitchbook and Leonis Proprietary Transaction Database.
Note: Market Data as of 3/31/2018.
(1) Excludes Equinix, Limelight Networks & J2 Global.
(2) Using a logarithmic regression in order to standardize the distribution of gross margin percentages relative to EV/Rev multiples.
EV / REVENUE AS A FUNCTION OF GROSS MARGIN(1) (GM)
R² = 0.0087
R² = 0.5958
R² = 0.8171
(20.0%)
(10.0%)
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
0.00x 1.00x 2.00x 3.00x 4.00x 5.00x
YoY Revenue Growth Gross Margin EBITDA Margin
7
5
6
5
2
6
14.2%
29.4%
30.2%
34.2%
42.2%
37.2%
y = 0.1369ln(x) + 0.1623
R² = 0.8956
0%
10%
20%
30%
40%
50%
0
3
6
9
12
15
<0.5x 0.5x-1.0x 1.0x-1.5x 1.5x-2.0x 2.0x-2.5x 2.5x+
MedianGM
#ofCompanies
EV / Revenue
# of Companies Median GM Log. (Median GM)
7. 7
KEY OBSERVATIONS
RELEVANT TRANSACTIONS
IT CONSULTING
TRADING & PRECEDENT MULTIPLES
Source: Pitchbook and Leonis Proprietary Transaction Database.
Note: Market Data as of 3/31/2018.
IT Consulting includes the following company tickers: CTSH, INFY, WIT, TECHM, EPAM, SYNT, TTEC, GLOB, VRTU, ICFI, HURN, PRFT, HCKT, PFSW, EDGW, CTG.
IT CONSULTING
▪ Transaction multiples in the IT Consulting landscape continue to
remain robust as strategic interest remains strong with growing
private equity interest across all size ranges (see Apollo/West Corp.
and HIG Capital/NCI transactions)
- Transaction multiples in this space are largely driven by
gross margin for financial buyers and by the type of talent
being acquired for the strategic buyers
- Vertically-focused IT Consulting businesses still receive
premiums relative to their generalist peers
▪ 1Q 2018 revenue multiples and margins were nearly identical to the
previous quarter
11.1x
10.8x
10.5x
10.8x
10.5x
10.3x 10.2x
11.4x 11.4x
14% 14% 14% 13% 13% 13% 13% 13% 13%
33%
34%
35%
33% 32%
33%
34%
32% 32%
10%
15%
20%
25%
30%
35%
40%
9.0x
9.5x
10.0x
10.5x
11.0x
11.5x
1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18
EV/EBITDA EBITDA Margin Gross Margin
Date
Announced Target Acquirer Deal Size
EV / EBITDA
Multiple
01/31/18 Xerox Corp. FUJIFILM Holdings $12,044.4 11.28x
11/30/17 Aricent Altran Technologies $2,029.7 14.43x
10/10/17 West Corp. Apollo Global Management $5,128.3 8.33x
08/14/17 NCI H.I.G. Capital $283.0 15.98x
Average EV/EBITDA Multiple over last seven years: 12.18x
8. 8
RELEVANT TRANSACTIONS
MANAGED SERVICES
TRADING & PRECEDENT MULTIPLES
Source: Pitchbook and Leonis Proprietary Transaction Database.
Note: Market Data as of 3/31/2018.
Managed Services includes the following company tickers: EQIX, AKAM, JCOM, LLNW, INAP.
MANAGED SERVICES
KEY OBSERVATIONS
▪ Unlike the rest of their IT Service peers, Managed Services Providers
(MSPs) continue to trade publicly with an anchor to revenue-based
multiples; in the M&A market, MSPs receive valuations based on a
triangulation of EBITDA and revenue based valuations
- This nuance is driven by the fact that these providers tend to
have highly predictable recurring revenue streams and often
operate at gross margins meaningfully higher than other IT
Service subcategories
- In the M&A market, there is a tendency to place a revenue
multiple on the recurring revenue streams and an EBITDA-
based multiple on the project-based revenue streams,
yielding a sum-of-the-parts valuation for businesses that
have both recurring and non-recurring revenue
4.4x
4.6x
3.8x
4.3x
4.4x
4.7x 4.6x
4.8x
4.7x
58% 58% 58% 58% 58% 59% 60% 60% 60%
8% 7% 6%
10% 11% 12% 11% 12% 12%
5%
15%
25%
35%
45%
55%
65%
3.0x
3.5x
4.0x
4.5x
5.0x
5.5x
6.0x
1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18
EV/Rev Gross Margin YoY Growth
Date
Announced Target Acquirer Deal Size
EV / Rev
Multiple
01/29/18 SingleHop Internap $132.0 2.77x
12/15/17 Metronode Equinix $791.4 13.31x
10/09/17 Itconic Equinix $259.0 4.13x
01/17/17 CTEK Security CynergisTek $34.6 2.31x
Average EV/EBITDA Multiple over last seven years: 2.92x
9. 9
RELEVANT TRANSACTIONS
MANAGEMENT CONSULTING
TRADING & PRECEDENT MULTIPLES
Source: Pitchbook and Leonis Proprietary Transaction Database.
Note: Market Data as of 3/31/2018.
Management Consulting includes the following company tickers: ACN, CRAI, FCN, NCI, RECN.
▪ Management Consulting businesses saw some of the most
pronounced appreciation in their valuations in 2017, with the average
EV/EBITDA trading multiple rising from 10.2x at the end of 4Q
2016 to 11.9x at the end of 2017. In 1Q 2018, this trend reversed and
multiples fell
- The broader run-up in valuations has been triggered to some
extent by upside earnings surprises for many of the large
players in the last 12 months, which slowed in 1Q 2018
- M&A activity has remained less active in this area than in
other IT Service subcategories
MANAGEMENT CONSULTING
KEY OBSERVATIONS
9.4x
9.3x 9.3x
10.2x
10.6x
11.5x
11.1x
11.9x
10.5x
11% 12% 12%
12% 11%
10% 9% 9%
11%
33% 32% 32% 32% 32% 31% 32% 32% 32%
5%
10%
15%
20%
25%
30%
35%
8.0x
8.5x
9.0x
9.5x
10.0x
10.5x
11.0x
11.5x
12.0x
12.5x
13.0x
1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18
EV/EBITDA EBITDA Margin Gross Margin
Date
Announced Target Acquirer Deal Size
EV / EBITDA
Multiple
02/28/17 MediaLink Ascential $207.0 14.79x
11/02/16 Kurt Salmon Accenture $166.4 20.55x
10/31/16 AssetMark Huatai Securities $780.0 12.00x
11/30/15 SRA International Computer Sciences $390.0 9.23x
Average EV/EBITDA Multiple over last seven years: 10.33x
10. 10
RELEVANT TRANSACTIONS
VALUE-ADDED RESELLERS (VARS)
TRADING & PRECEDENT MULTIPLES
Source: Pitchbook and Leonis Proprietary Transaction Database.
Note: Market Data as of 3/31/2018.
VARs includes the following company tickers: NSIT, PLUS, BBOX, TECD, CDW, ALSN, CNXN, PCMI.
VALUE-ADDED RESELLERS (VARS)
KEY OBSERVATIONS
▪ Value-Added Resellers (VARs) had seen some of the most
pronounced run-up in valuations in the last four to six months
▪ In 1Q 2018, VARs repriced lower and were the laggards of the IT
Services ecosystem, losing almost 87% in value
▪ M&A still remained robust in 1Q 2018 as the consolidation wave
continued
- High stock valuations and record levels of cash have led
strategic players to accelerate their consolidation of a
fragmented subcategory and, in turn, these acquisitions have
driven valuation multiples up meaningfully to all-time highs
- Private equity players have also driven up multiples as they
seek to find platforms and bolt-on acquisitions to execute
large-scale roll-up strategies
6.7x 6.7x
7.6x
8.0x
9.7x
10.2x
10.9x
10.4x
9.0x
1% 1%
3% 3%
4% 3% 3% 3%
3%
15% 15% 15% 15% 15% 15% 15% 15% 15%
0%
2%
4%
6%
8%
10%
12%
14%
16%
5.0x
6.0x
7.0x
8.0x
9.0x
10.0x
11.0x
12.0x
1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18
EV/EBITDA EBITDA Margin Gross Margin
Date
Announced Target Acquirer Deal Size
EV / EBITDA
Multiple
03/28/18 Polycom Plantronics $1,986.6 14.57x
09/29/17 OnX Cincinnati Bell $201.0 6.93x
02/27/17 Avnet Tech Tech Data $2,593.1 8.20x
01/06/17 Datalink Insight Enterprises $267.9 11.13x
Average EV/EBITDA Multiple over last seven years: 7.86x