Disappearing Revenue (or Another reason to hate Deferred Revenue)

This is a bit of an inside baseball kind of post on M&A accounting.

The issue we wanted to bring up is about revenue disappearing in an acquisition just because of accounting rules. The reason? GAAP (the standards for US accounting) require a buyer to adjust Deferred Revenue to its "fair value". That "fair value" is typically the cost of providing the service that underlies the Deferred Revenue.

Just to review;

• Deferred Revenue is a balance sheet liability created when someone pays in advance for a service. If a customer pays you $240 for 12 months of service, 1st month revenue is $20 and Deferred Revenue goes up by $220. 
• The next month the company receives no additional cash but books revenue of $20 and Deferred Revenue declines by $20.
• This occurs every month until month 12, when the company books $20 of revenue and Deferred Revenue goes to $0.

So if the cost of providing the underlying service is 70% of the revenue, then on closing the value of Deferred Revenue goes down by 30% and all the revenue & income associated with it disappear for Income Statement purposes. The customers are still there and when they renew that revenue comes back at 100%.

How big an issue is this? Web.Com lost $8.6 million of quarterly revenue & earnings in Q1 '16, another $6 million in Q2 '16 and $1-2 million in every quarter since because of this. The percentage of annual payers and operating margin being the key drivers.

This kind of revenue loss can have a big impact on loan ratios, earn-out payments, budgets, etc. and is best identified and dealt with prior to closing.

For a more on this topic please feel free to give us a call or check out this Journal of Accounting article.

Cheval Capital, Inc.

Disclaimer: This post is for general information purposes and is not meant to be taken as financial advice, a recommendation to buy or sell any stocks mentioned above, a comprehensive discussion of valuation or how to do any calculations. Please be sure to consult your financial advisors when valuing your company, considering the sale of your business or making other financial decisions.

Cheval Capital Celebrates Our 400th Transaction!

We're excited to announce that Cheval Capital recently celebrated our 400th transaction! Since we first entered the space in the late 1990's Hillary & Frank have helped businesses in cloud, hosting, and IAAS industries navigate the tricky waters of mergers and acquisitions, financings and corporate finance.

The 400-transaction benchmark also marks the 25th transaction we've successfully closed so far in 2017! Over the last few months we've completed transactions with companies in Ireland, Australia, New Zealand, China, Israel, Canada as well as the US.

Our extensive industry expertise & network have enabled us to help our clients get maximum value from the unique aspects of their business regardless of location.

Here's what Hillary Stiff had to say about passing the 400 mark, “Over the last few years our business has grown as providers have struggled with organic growth and have turned to acquisitions instead. This acquisition demand has supported prices and led to an active transaction market."

Click on the links above to get more information about Cheval or feel free to contact us with any questions you have. We're always happy to help.
 

Hillary Stiff's HostingCon 2017 Valuation Slides

Below is a link to Hillary Stiff's slides from HostingCon 2017 on current valuations in the hosting and cloud markets. Please feel free to send over any questions.

Cheval Capital, Inc.

Disclaimer: This post is for general information purposes and is not meant to be taken as financial advice, a recommendation to buy or sell any stocks mentioned above, a comprehensive discussion of valuation or how to do the calculations discussed. Please be sure to consult your financial advisors when valuing your company, considering the sale or purchase of a business or making other financial decisions.

Conferences!

Here is our conference schedule for the next few months.

• World Hosting Days – March 27-30, 2017. Rust, Germany
• HostingCon – April 3-6, 2017. Los Angeles, California
  • Hosting Feud with Drinks Game Show on April 3rd at 5pm.
  • Hillary Stiff is speaking on the current climate and trends in M&A on April 5th.
• Pressnomics – April 7, 2017. Tempe, Arizona

Please let us know if you will be attending any of these as we'd enjoy meeting up!

United Internet Acquires Strato from Deutsche Telekom

Continuing the trend of telecom companies divesting hosting and co-location assets, Deutsche Telekom announced last week that it would sell its Strato hosting arm to United Internet for E600mm, approximately 12.4x 2016 EBITDA. For those keeping score, Deutsche Telekom acquired Strato in 2009 for E275MM giving it a compound annual return of about 11.8% (ignoring  intervening cash flows.)

Two other key points; approximately E34mm of the purchase price is subject to the business hitting certain performance targets which may take a little of the price risk out of the deal. Second, United Internet is reporting an expected E20mm p.a. of synergies from integrating the two businesses. Those additional synergies bring the incremental EBITDA margin for United to approximately 54%.

Overall pricing is in the same ballpark as GoDaddy's recent purchase of Host Europe Group.

United Internet's presentation on the purchase can be found here.

As always, please feel free to contact us if you have any comments, or questions.

Cheval Capital, Inc.

Disclaimer: This post is for general information purposes and is not meant to be taken as financial advice, a recommendation to buy or sell the stocks mentioned above, a comprehensive discussion of valuation or how to do the calculations discussed. Please be sure to consult your financial advisors when valuing your company, considering the sale of your business or making other financial decisions.

Author: Hillary Stiff is Managing Director of Cheval Capital. She has been an investment banker and CFO, completing M&A transactions and arranging financing for a number of companies including NTT/Verio, The Endurance International Group and Web.Com among many others. She has helped complete over 350 successful web hosting, ISP and related transactions and distributes a list of hosting and related companies that are for sale.

Expanding your business through M&A

We recently gave a presentation on M&A at a customer conference for a large Hosting Industry vendor. The slides turned out to be pretty complete so we're reposting!

Please feel free to contact us if you have any questions or comments.

Cheval Capital

Disclaimer: This post is for general information purposes and is not meant to be taken as financial advice, a recommendation to buy or sell the stocks mentioned above, a comprehensive discussion of valuation or how to do the calculations discussed. Please be sure to consult your financial advisors when valuing your company, considering the sale of your business or making other financial decisions.

Expanding you business through M&A - Hosting Industry from Cheval Capital, Inc

VALUATION OF PUBLIC HOSTING COMPANIES - JULY 15, 2016

Summarized below are estimates of the relative valuations of some public companies that have significant hosting operations. Please be aware that a number of these companies have other businesses that also affect their valuations. (All data was taken from publicly available financial information and please see this post for how we calculate Enterprise Value.)  If you wish to get a sense for changes to valuations over time, here is a link to some of our past valuation summaries.

As always, please feel free to contact us if you have any comments, or questions.

Cheval Capital, Inc.

Disclaimer: This post is for general information purposes and is not meant to be taken as financial advice, a recommendation to buy or sell the stocks mentioned above, a comprehensive discussion of valuation or how to do the calculations discussed. Please be sure to consult your financial advisors when valuing your company, considering the sale of your business or making other financial decisions.

Author: Hillary Stiff is Managing Director of Cheval Capital. She has been an investment banker and CFO, completing M&A transactions and arranging financing for a number of companies including NTT/Verio, The Endurance International Group and Web.Com among many others. She has helped complete over 320 successful web hosting, ISP and related transactions and distributes a list of hosting and related companies that are for sale.

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Year End Hosting M&A Update

We want to thank all of our clients and colleagues for a great 2015.  We were fortunate to complete a record 40 transactions in 2015.  These transactions included a broad mix of sizes & types of businesses and a number resulted from the vibrant IPv4 transaction market (now that the registries have exhausted their IPv4 supply.) We are now up to 316 hosting and related Internet services transactions since we first got started in the space in the mid 1990's.  Our M&A experience in 2015 does not appear to have been unique.  M&A activity in the hosting and co-location segments was at high levels during 2015 with the number of transactions and transaction values exceeding 2014 levels (including co-location.)  

During the year a number of trends caught our attention that we thought might be of interest.

Vibrancy of the Industry

The Hosting Industry had another great year in 2015. Despite its very large size (~$70+bn), the industry grew at an estimated 20% rate from 2014 to 2015.  The highest percentage growth rate was in the Platform as a Service sector (~29%), with the largest dollar growth rate in the industry's largest sector, Managed Hosting. This segment posted an estimated growth of $5.6bn or a 47% share of new industry revenues added. Growth however, was not evenly shared across companies and it is does appear clear that overall growth is decelerating. 

The drivers of growth continue to be well understood. These include;

• Increasing complexity is driving companies to outsource existing services and expand their need for new services;

• The economies of scale that service providers can achieve make their offerings attractive in value terms; an

• Companies like the convenience of a single vendor.

 Major Industry Trends Remain Intact

Last year we highlighted some trends that had recently emerged and represented a departure from past experience. These trends continued into 2015. Notably;

(1) The large, non-Amazon, cloud providers continued to gain workloads and revenue at high rates. The business models for these newer providers have gained traction and while it appears that Amazon will continue to dominate the space for the foreseeable future, these newer providers are increasingly competitive. Our expectation is that the continued growth of Amazon, Microsoft, IBM and Google will have an increasing impact on the economics of hosters in all segments.

(2) The rationale for M&A transactions has expanded sharply from consolidations to a much broader mix including products/markets/capabilities; and

(3) Historically commodity oriented providers have been adding features and services to create differentiation and move out of the commodity area.

All these trends continued, if not strengthened in 2015, and we see no reason why they won't continue for some time.  There were also several additional factors that caught our attention during the year;

(4) The mid-sized providers, those larger than $10-$15MM of EBITDA, have been getting bought out over the last few years and we are headed for a bar-belled like space with mostly large and small providers but few mid-sized ones.  While we don't expect all of the providers in this range to get bought out, and some new companies will grow into the range, we do expect this trend to continue. For companies in this range, that means a very attractive supply/demand environment when the decision is made to exit.

(5) We have been seeing more highly specialized companies emerging.  These companies seem focused on providing a single, highly specialized service.  The recently emerged Dispel.io and their Security as a Service being just one example.  The expanded M&A rationales (#2 above) appear to be feeding supply/demand for these types of companies. 

We hope this has been of interest and if you have any questions please contact us.

Best wishes for a healthy and productive 2016

Hillary Stiff & Frank Stiff

Cheval Capital, Inc.

January 11, 2016

HostingCon 2011 - How the Big Buyers Look At Acquisitions

This turned out to be a great panel with Hillary Stiff (Managing Director of Cheval Capital), Ditlev Bredahl (CEO of OnApp), Joe Bardenheier (SVP of Endurance), Mike Jones (CFO of Softlayer), and Sumeet Sabharwal (SVP of Navisite.) There were no slides but David Snead posted a description of the panel with some of its key thoughts on his WHIR blog.  If you aren't aware of David Snead, he is a well regarded, Washington D.C. attorney that works exclusively with companies that provide the infrastructure supporting the internet and those who create and distribute products and services electronically.  His website is here.

Hillary Stiff & Frank Stiff

Washington, DC WHIR Networking Event - Thursday, October 21

We will be attending the WHIR's Networking Event in Washington, DC on October 21st.  If you are planning to attend, please drop us a note or look for us there.

2010 cPanel Conference

Thanks to the cPanel folks for a great conference this week in Houston. For those of you that didn't make it, here are a few of the new products that we found compelling and that you may wish to check out;  www.1H.com, APSpanel.com, OnApp.com and www.Volance.com.

Hillary Stiff, Cheval Capital