BOSTON CHICAGO LOS ANGELES PHILADELPHIA

Transcription

1 Coverage Report Market Intelligence for Industry Players Capstone Partners Investment Banking Advisors BOSTON CHICAGO LOS ANGELES PHILADELPHIA

2 Coverage Report MERGER & ACQUISITION ACTIVITY CAPSTONE PARTNERS LLC 176 Federal Street 3 rd Floor Boston, MA Contacts Jacob Voorhees Director, Principal Head of Education Practice (617) jvoorhees@capstonellc.com M&A activity in the education technology sector followed the general moderation of transaction volume in the recessionary environment. Finally rebounding in 2011, deal activity thus far in 2012 has eased slightly. However, based on recent activity and heightened interest levels among strategic acquirers, Capstone believes the industry is building a healthy deal backlog and is well poised for renewed M&A volume. In 2007, the last normalized year before the ensuing recession, Capstone estimates that 57 transactions were closed in the industry. As the economy deteriorated, so went the trend in transaction volume, slipping from 57 in 2007 to 44 in 2008, 43 in 2009 and 35 in Although not reflected in the full year figure, 2010 was actually a turning point for the sector, with 15 transactions recorded in the last quarter alone. This up tick positioned the industry for a strong 2011, a year that saw 46 education technology transactions completed. Through the first five months of 2012, 11 transactions have closed with backlog to support expectations for an active Q3 and Q Transactions John Ferrara President, Managing Partner (617) jferrara@capstonellc.com Ted Polk Managing Director (312) tpolk@capstonellc.com YTD Source: Capital IQ and Capstone research YTD through May 31, 2012 Assuming economic and political stability, we expect that several factors will contribute to a boost in M&A activity, including: the swollen war chests of strategic acquirers, the historic levels of excess private equity capital and the broader availability of debt financing to support acquisitions. In addition, we believe there are conditions unique to this industry that will coalesce to accelerate activity in this space. These factors include ongoing public pressure to improve the quality and cost of education, a generational push for technology enabled education delivery and learning tools, and the urgent need to shorten the R&D cycle. 1

3 THE EDTECH COMING OF AGE Many feel that a wholesale change is in order, including personalized learning and greater use of educational technology to improve student outcomes and lower the cost of a quality education. The edtech market appears to be on the verge of a breakthrough. With wellpublicized declines in the quality of U.S. education, improving the performance of our schools (Pre K through college as well as continuing education) has become a national priority. Many feel that a wholesale change is in order, including personalized learning and greater use of educational technology to improve student outcomes and lower the cost of a quality education. As the edtech market responds to and capitalizes on the need to improve education, we believe it will see increased M&A activity, in part based on the following: Attractive Market Metrics: The U.S. spends approximately $1.3 trillion annually on education. Although budgets have tightened, education spending remains one of the fastest growing segments in the U.S. Within the broader education and training industry, elearning expenditures account for approximately 4.5% of the market, a relatively small share that we expect to see double over the next decade. Cultural Shift: The education market is ready for a digital disruption that will shift value from physical products and services to their digital counterparts. While technology has already permeated most other media industries music, news, books, movies, etc. education is one of the few remaining frontiers ripe for change via enabling technology. Not only has education technology evolved rapidly, the slow to move industry is (generally) open and (some) eager to embracing change. We are seeing a grass roots demand for technology enabled education solutions, largely driven across the board bya new student body that has grown upwith technology as a staple in their lives. As a result, technology has to become a natural part of their education. In addition, there is a generational changing of the guard occurring across the teaching ranks with younger, tech savvy professionals moving in. Maturity of Targets: The edtech industry is highly fragmented and largely composed of small to mid sized companies that are beginning to mature and achieve the critical mass necessary to attract acquisition interest. As such, we are seeing a significant increase in emerging middle market edtech companies considering both private equity recap and strategic acquisition transaction alternatives. Beyond achieving personal liquidity, transaction interest is being driven by the desire to accelerate growth, attack market share opportunities and build out sophisticated management teams and operational practices. Size Advantage: Presently, marketing educational products can be a highcost proposition with a prolonged sales cycle. Procurement methods make the market hard to penetrate and companies are tasked with proving the effectiveness of their product. Add these barriers to high R&D costs and it can become difficult for smaller companies to compete effectively. This dynamic will continue to fuel M&A as smaller businesses look to benefit from the resources of larger platforms and strategic acquirers look to capture the innovation of their more nimble, entrepreneurial counterparts. 2

4 ACTIVE CORPORATE AND PRIVATE EQUITY ACQUIRERS Many buyers generally feel that now is a good time to expand their investment strategy in the edtech space as it has emerged from the post startup/early growth stage. As the edtech space matures, we are seeing a heightened level of merger & acquisition activity, with both corporate and private equity buyers increasingly active in the space. Corporate buyers, such as Pearson plc who has self admittedly been on an acquisition spree, have been very active, looking for ways to strengthen their portfolio offerings and expand their reach. Major corporate buyers include content companies such as Pearson, McGraw Hill, Kaplan and News Corp.; software companies like Blackboard and BroadSoft and educators such as Apollo Group and DeVry. Industry watchers also expect that technology giants like Microsoft, Google and Apple will soon enter the fray as they see the market s vast potential and look to acquisitions of small and mid sized companies to meet these opportunities. Increased foreign buyer interest specifically from India and China is also expected. Meanwhile, private equity groups like Providence Equity (acquired Blackboard), Thoma Bravo (acquired Archipelago Learning, Inc.) and Weld North Holdings (acquired e2020 and The Learning House), are attracted by the growth potential of the sector and continue to build their portfolios in the space. Even Marc Andreessen (co founder of Netscape), who has a keen ability to spot opportunities, recently stated that software is on the verge of transforming education and he is looking to be a part of it via his firm s VC investments. Many buyers generally feel that now is a good time to expand their investment strategy in the edtech space as it has emerged from the post start up/early growth stage. Some industry observers are anticipating a more aggressive land grab to occur as the large, established educational companies are quickly becoming more concerned that traditional products will be cannibalized by digital solutions. As a result, many incumbent market competitors are proactively moving into an acquisition mode to secure solutions and hedge risk. As an indication of buyer interest, venture capital investment in the sector was relatively flat at around transactions annually from 2002 through In 2008 transaction volume started to climb and consistent investments since then led to 80 completed transactions in From less than $100 million invested in 2007, the VC community invested over $400 million in edtech companies in As the industry matures we expect investment activity to move from venture funding to private equity growth financing and corporate investments. Buyers appear to be interested in a variety of opportunities in edtech, from companies that develop and provide technology for education providers to the technology enabled providers themselves. Interest can also be found in the various market segments: elementary and secondary education, higher education, lifelong learning, corporate training and informal education. Increased M&A activity is expected in the industry as buyers continue to be attracted to its growth opportunities. We expect to see acquisitions that help to expand user bases new students, families, teachers, schools and districts; add new geographies; access new content; and extend distribution, including platforms that include tablets and smartphones. 3

5 SELECT EDUCATION TECHNOLOGY M&A TRANSACTIONS Enterprise EV / LTM Value Date Target Acquiror Target Business Description (mm) Revenue EBITDA 5/17/12 Archipelago Learning, Inc. PLATO Learning, Inc. Provides subscription based software as a service education products for K 12 and college students. $ x 13.7x 3/26/12 Moodlerooms, Inc. Blackboard Inc. Provides an online learning platform for K 12, higher education, corporations and government agencies. 3/13/12 Nolij Corporation Perceptive Software, Inc. Provides Web based document imaging, data integration and forms processing for public and private colleges and universities. $31.9 2/16/12 PrepMe, LLC Naviance, Inc. Provides online learning and test preparation courses which enable students to study in a customized and interactive manner. 1/23/12 SunGard Higher Datatel, Inc. (now known Provides software and services to colleges and universities that Education, Inc. as Ellucian, Inc.) enable them to teach, learn, manage, and connect. $1,775.0 Axiologix Education A 1/17/12 VOIP ACQ, Inc. Corporation (OTCPK:AXLX) 12/13/11 Intelliworks, Inc. Hobsons Inc. 10/31/11 Inquisitive Minds, Inc. HTC America Inc. 10/31/11 The Learning House, Inc. Weld North LLC 10/19/11 Renaissance Learning Inc. Permira Advisers Ltd. 10/14/11 Element K Corp. SkillSoft Ireland Limited; SkillSoft Corporation 10/06/11 Class.com, Inc. Cambium Education, Inc. 10/04/11 Blackboard Inc. Providence Equity Partners LLC 10/04/11 Edline Holdings, Inc. Blackboard Inc. 9/30/11 ilinc Communications, Inc. 9/12/11 Carnegie Learning, Inc. BroadSoft, Inc. (NasdaqGS:BSFT) Apollo Group Inc. (NasdaqGS:APOL) 7/19/11 PrepMe, LLC, Adaptive Learning/Virtual Classrm. Ascend Learning, LLC 7/01/11 Kaplan Virtual Education K12, Inc. (NYSE:LRN) 6/26/11 LanSchool Technologies, LLC Stoneware, Inc. 6/24/11 Alloy Multimedia, Inc. Archipelago Learning, Inc. 5/31/11 Schoolnet, Inc. Pearson plc (LSE:PSON) 5/19/11 Sophia Pathways (formerly Sophia Learning, LLC Guaranteach, Inc.) 5/06/11 Princeton Review, Comm. College Partnerships 4/29/11 WordWorld, LLC Monitor Clipper Partners, LLC Standard General Management LLC 4/22/11 TH(i)NQ Ed Edline Holdings, Inc. 4/15/11 K12, Inc. Technology Crossover Ventures development stage company that sells and markets educational software serving kindergarten through higher education. Provides Web based CRM, multi channel marketing, and admissions and enrollment management to higher education institutions. Provides an online platform for education and learning for young children. Provides online education solutions for schools, colleges and universities. Provides computer based assessment technology and school improvement programs for pre kindergarten through high school. Delivers learning solutions, including e learning courses, a learning platform, blended and mobile learning and integration services. Provides online learning solutions for students, teachers and adult learners. Provides enterprise software applications and related services to the education industry in the United States and Canada. Provides technology solutions that help schools improve student performance. Provides a virtual classroom and software designed for the training and education of remote students. Publishes blended mathematics curricula for middle school, high school and postsecondary students; also offers its solutions online. A web based application for personalized online learning courses and virtual classroom SaaS. Provides online education for grades 6 12 for homebound/ alternative students and a learning management system. Provides classroom management and monitoring software solutions for K12, higher education, government and corporate training. Operates as an online publisher of English learning programs for grade schools, colleges and adult education programs. Provides data driven education software and instructional improvement system for K12 school districts and states. Provides online math instruction and tutoring for students including video lessons, real time assessments and feedback. $ x $12.9 $ x 12.0x $ x $ x $1, x 22.3x $10.8 $73.7 $12.6 $2.8 $230.0 Provides distance and hybrid learning services. $3.0 An online platform for preschoolers, parents and teachers providing access to its ebook library for its members. Provides solutions for schools and districts to develop and implement online learning environments. A technology based education company that provides curriculum, software systems and educational services for students. $ x $125.8 LTM = last twelve months; EV = enterprise value; Sources: Capstone Partners LLC research; Capital IQ; public filings and press releases Mean 2.7x 16.0x Median 3.1x 13.7x Harmonic Mean 2.1x 14.9x 4

6 PUBLIC COMPANY TRADING & OPERATING DATA Price % 52 Wk Market Enterprise LTM 1 Yr Rev EV / LTM Company 6/12/12 High Cap Value Revenue EBITDA Margin Growth Revenue EBITDA Apollo Group Inc. $ % $ 4,010.2 $ 3,335.0 $ 4,506.2 $ 1, % (9.4)% 0.7x 2.9x Blackbaud Inc. $ % 1, , % 12.5% 2.7x 15.2x Cambium Learning Group, Inc. $ % % (7.8)% 1.2x 6.7x DeVry, Inc. $ % 1, , , % (0.5)% 0.7x 3.3x K12, Inc. $ % % 38.1% 1.1x 11.2x LeapFrog Enterprises Inc. $ % % 13.4% 1.1x 10.4x Pearson plc $ % 14, , , , % 3.5% 1.7x 15.2x Rosetta Stone, Inc. $ % NM NA 11.1% 0.6x NA The McGraw Hill Companies, Inc. $ % 12, , , , % 2.8% 2.0x 7.3x $ in Millions, except per share data EV = enterprise value; LTM = last twelve months NM = not meaningful Source: Capital IQ as of June 12, 2012 Mean 17.6% 7.1% 1.3x 9.0x Median 18.0% 3.5% 1.1x 8.8x Harmonic Mean 15.3% NA 1.1x 6.4x 5

7 CAPSTONE PARTNERS: A SAMPLING OF COMPLETED EDUCATION TRANSACTIONS Capstone Partners maintains the most active education & training practice in the middle market, having represented clients across various specialties, from education technology providers to educational programs and completing over 20 transactions in the education sector in the past ten years. This market presence allows Capstone to provide education technology companies with real time transaction feedback and immediate access to key decision makers among the industry s most active acquirers and investors. A Premier Provider of Early Education & Childcare Services have acquired has divested a division to ANAPHORA, LLC FL-EX HOLDINGS, INC. have acquired has secured financing from has secured financing from CMS SMALL-CAP PRIVATE EQUITY FUND An Company has recapitalized with has recapitalized with 6

8 THE EDUCATION TECHNOLOGY TEAM JacobVoorhees,Directorand Principal, Head of Education Practice (617) Jacob is a founding member of Capstone Partners. He focuses on asset positioning, strategy articulation, due diligence and negotiations coordination. Formerly, Jacob was with Andersen Corporate Finance LLC, where he focused his efforts on the software and direct marketing industries. He started his career in New York City with Rabobank International, a multi national Dutch investment bank headquartered in Utrecht, the Netherlands. While at Rabobank International, Jacob worked in the mergers and acquisitions group focusing on cross border transactions in the consumer products, food and beverage industries. The M&A Advisor named Jacob to its prestigious 40 UNDER 40 deal makers list in Jacob holds dual BS degrees from Cornell University, is currently completing his executive MBA in the Sloan School of Management at Massachusetts Institute of Technology (MIT) and is qualified as a General Securities Representative. John Ferrara, President and Managing Partner jferrara@capstonellc.com (617) John Ferrara, the founder and principal shareholder of Capstone, serves as the firm's President and Managing Partner. Over his extensive career in investment banking, venture capital and management consulting, John has executed over 100 related engagements representing in excess of $6 billion in value. John was formerly a Regional Managing Partner with Andersen Corporate Finance, where he founded the Boston office and held various national and global leadership positions. He started his career in Lehman's Brothers' M&A group in New York, London and Riyadh, later becoming a founding member of Rodman & Renshaw's M&A practice in New York. He earned an MBA in Entrepreneurial Studies from The Anderson School at UCLA and the London School of Economics, during which time he founded and operated a corporate finance advisory boutique, JG Atlas Advisors, and its related investment arm, Atlantis Capital Partners. He holds dual BA degrees from Wesleyan University and is qualified as a General Securities Principal. Ted Polk, Managing Director tpolk@capstonellc.com (312) Ted is Managing Director and Head of the Central Region at Capstone, based out of Chicago. Prior to Capstone, Ted ran the corporate finance practice in the Central region for Morgan Stanley Smith Barney s Capital Strategies Group and its predecessor, Citi Capital Strategies. He has over 20 years of experience, having completed strategic sale and recapitalization transactions across a variety of industries. Ted is a frequent public speaker on the topic of business exits and recapitalizations of privately owned businesses. In 2008, Ted was recognized by The M&A Advisor for the Cross Border Middle Market Deal of the Year. In 2009, another of his transactions was recognized as the Middle Market M&A Financing Deal of the Year and in 2011 he was recognized for lead managing the Middle Market Deal of the Year. Previously, Mr. Polk worked at Valuemetrics, Inc. and in the Corporate Banking Group at The Bank of New York. Ted received his BSBA degree from Georgetown University and MBA from the University of Chicago.He isa Chartered FinancialAnalyst (CFA), a Series 7 and 63 Registered Securities Representative, and a Series 24 Registered Securities Principal. 7

9 Lisa Tolliver, Director (312) Lisa has15 years of experience in the investment banking industry, primarily focused on advising private business owners in liquidity related transactions. Presently, Lisa is a Director in Capstone s Chicago office, supporting the management of the Central Region. Prior to Capstone, Ms. Tolliver worked in the Capital Strategies Group at Morgan Stanley Smith Barney, where she was involved in the evaluation, marketing and closing of numerous transactions across a wide range of industries. Specifically, Lisa has developed expertise within the technology, manufacturing, consumer products and outsourced business services industries. Lisa received her BA on academic scholarship from Illinois State University and is a Series 7 and 63 Registered Securities Representative. Sophea Chau, Senior Associate schau@capstonellc.com (617) Sophea joined Capstone in 2008 and specializes in mergers & acquisitions, private placements and financial advisory services. Her responsibilities include providing financial and valuation analysis, performing due diligence and drafting all marketing materials. Prior to joining Capstone, Sophea was an analyst at FTN Midwest Securities, a full service investment banking firm based in Cleveland. While working in their New York office, she focused on M&A advisory for middle market companies in a variety of industries, including healthcare, pharmaceutical services and marketing & advertising. Sophea is on the Board of the Columbia University Club of New England and is the Chairperson of the Boston Columbia College Young Alumni group. Sophea holds a Bachelor of Arts in Economics from Columbia University. Dan Schultz, Associate dschultz@capstonellc.com (617) Dan works closely with senior bankers and firm clients on mergers and acquisitions, private placements, divestitures and recapitalizations. Prior to joining Capstone, Dan was an Analyst at Headwaters MB, a middle market investment bank in Denver, where he focused on the business services industry. Dan also worked at Ernst & Young LLP in the Assurance and Advisory Business Services (AABS) practice in the Denver office. Prior to working in Denver, he worked in the Ernst & Young National Professional AABS Practice in New York. Dan received his BE in Biomedical Engineering with a Business Minor from Vanderbilt University, and a Master of Business Administration with a finance concentration and Master of Accountancy from the Daniels College of Business at the University of Denver. 8

10 ABOUT CAPSTONE PARTNERS Capstone Partners LLC is a leading national investment banking firm dedicated to serving the corporate finance needs of middle market business owners, investors and creditors. The firm provides merger & acquisition, private placement, corporate restructuring, valuation and financial advisory services. Capstone maintains various industry specialties including one in education technology. The firm also possesses merchant banking capabilities to actively co invest in transactions. Additional information about Capstone Partners can be found at NATIONAL AND REGIONAL LEADERSHIP TEAM NATIONAL NORTHEAST REGION CORPORATE RESTRUCTURING John Ferrara Kevin Jolley Brian Davies President, Managing Partner Managing Director Managing Director (617) (617) (617) jferrara@capstonellc.com kjolley@capstonellc.com bdavies@capstonellc.com MIDATLANTIC REGION VALUATION ADVISORY Eric Williams Ron Adams Managing Director Managing Director (215) (617) ewilliams@capstonellc.com radams@capstonellc.com MIDWEST REGION Ted Polk Managing Director (312) tpolk@capstonellc.com WESTERN REGION David Bench Managing Director (949) dbench@capstonellc.com Capstone Partners Investment Banking Advisors Capstone Partners LLC. All rights reserved.