Archive for the ‘Annual Results’ Category

ChyronHego Makes Revealing Disclosures About “Going-Private” Transaction

Analysis, Annual Results, Broadcast technology vendor financials, Broadcast Vendor M&A | Posted by Joe Zaller
Feb 27 2015


In November 2014 broadcast graphics specialist ChyronHego entered into a definitive agreement to be taken private by Vector Capital in an all-cash deal that valued ChyronHego at an equity value of approximately $114m, or $2.82 per share.

Shortly thereafter, six lawsuits challenging the proposed acquisition of the company were filed in the Supreme Court of the State of New York, which were subsequently consolidated into a single case.

The consolidated case alleges that the company’s directors “breached their fiduciary obligations in connection with their approval of the Merger Agreement by entering into a transaction that is coercive and constitutes an unfair and inequitable subversion of shareholders’ rights, and that the entity defendants aided and abetted those breaches.”

ChyronHego and Vector Capital recently entered into a memorandum of understanding (MOU) with respect to a proposed settlement of case, and agreed to provide more information relating to the proposed deal to take ChyronHego private.

According to a recent filing with securities regulators, ChyronHego has now disclosed additional information regarding the proposed deal, including the following:

  • Beginning in November 2013, ChyronHego’s board authorized ChyronHego’s President and Chief Executive Officer Johan Apel to explore ChyronHego’s strategic alternatives


  • ChyronHego and Vector Capital entered into a confidentiality agreement in February 2014


  • Discussions on the potential of ChryonHego’s management rolling over equity as part of the transaction did not occur with certain other interested parties.


  • During a Special Committee (consisting of Independent ChyronHego Directors) meeting in July 2014, the Company’s bankers were informed “Mr. Apel was not happy being the Chief Executive Officer of a publicly traded company.”


  • During the “go-shop period,” ChyronHego executives met with two interested parties, neither of which decided to make an offer


  • Additional information was provided on the valuation metrics used in the Company’s analysis of the purchase price offered by Vector.



Excerpts from ChyronHego Definitive Proxy Statement

The broader proxy statement is a lengthy read covering the historical events leading to the proposed transaction, ChyronHego’s rationale for entering the transaction, and additional information on the perspective of the board and management.

Several excerpts are worth highlighting:

  • Since November 2014, ChyronHego’s investment bankers contacted 85 potential buyers: 20 strategic buyers and 65 private equity buyers. Only nine potential buyers entered into confidentiality agreements to review more detailed materials.  None submitted bids for ChyronHego


  • In considering the merger, ChyronHego’s board noted the “significant increase in competition in competition in the broadcast graphics creation, playout and real-time data visualization industry over the past two years, which had led in some instances to pricing pressure and discounting on ChyronHego’s products and services, and consistent competition for clients and customers with other companies, such as Vizrt, that were increasingly well-capitalized.”


  • The board had concerns on ChyronHego’s access to capital as a small, public company. “Members of the Board believed, based on their experience with the capital markets, that issuers with small market capitalizations and insignificant levels of coverage by investment analysts generally have a more difficult time raising meaningful amounts capital on terms that are not punitively dilutive to their shareholders.”


  • ChyronHego provided the following financial projections to Vector Capital:


ChyronHego Projections to Vector


  • Financing for the transaction will include a rollover of existing management shares in an aggregate value of $23.3 million, an equity contribution by Vector Capital of $49.3 million, a $50 million senior secured loan, and an up to $7 million of senior secured revolving credit loan.



Thoughts on Transaction

Taken together the disclosures outline a lengthy and thorough process run by ChyronHego’s board and management to seek a buyer or other strategic alternative for the company.

On the question of valuation, the market has spoken.  As a reference, the transaction values ChyronHego at 19.2X LTM (last twelve months) EBITDA and 1.8x LTM revenue. A review of the public disclosures referenced above offers sensible statements by the board and management on concerns of access to greater resources, competitive positioning, and disadvantages of remaining public.

However, shareholder frustration is understandable given the proposed take-private price per share is lower than the 52-week high stock price.

Moreover, the company had previously communicated growth levels and market sizing estimates inconsistent with observable data points in the broadcast technology sector.

For example, the chart below is from ChyronHego’s March 2014 investor presentation, which was still on the company’s website at the time of writing, implies that company believes its addressable market is more than $1 billion.


ChyronHego TAM Estimate from 3-14 Investor Presentation


On ChyronHego’s Q2 2014 earnings call, CEO Johan Apel confirmed management’s view that the total addressable market was approximately $1 billion, comprised of $250m of broadcast graphics products, and $750m of services. This reiterated estimates made by previous management about the company’s addressable market on its Q2 2008, Q4 2011, and Q2 2012 earnings calls.

However, it is reasonable to conclude ChyronHego was in the process of communicating updated expectations of growth and market sizing.  To their credit, management had already reversed ground and communicated the need to seek other approaches to generate increased in shareholder value.  This led to a series of M&A transactions responsible for substantial all of ChyronHego’s recent growth.

Shareholders will vote on the proposed take-private deal at a special meeting of the company, which is scheduled to be held on March 6, 2015.

In the third quarter of 2014, ChyronHego posted a net loss of $2.6m on revenue of $14m. During the first nine months of 2014, ChryronHego posted a net loss of $2.8m on revenue of $43.3m.  For the trailing twelve months (TTM) ended September 30, 2014, ChyronHego had revenue of $58m, comprised of $27.2m of product revenue and $30.8m of service revenue

Assuming the transaction closes, it will be interesting to track developments of ChyronHego with its new owners Vector Capital.



Related Content:

Broadcast Vendor M&A: ChyronHego to be Taken Private by Vector Capital in $114 Million Deal

ChyronHego 8-K: Additional Disclosures Regarding Vector Transactions

ChyronHego: Definitive Proxy Statement on Vector Take-Private Transaction

ChyronHego Investor Presentation March 2014

ChyronHego Investor FAQ and Introduction to Vector Capital

Agreement and Plan of Merger: ChyronHego Corporation, Vector CH Holdings (Cayman), L.P., And CH Merger Sub, Inc.

ChyronHego SEC Filing: Entry into a Material Definitive Agreement with Vector Capital

ChyronHego One Year Stock Price Chart

Broadcast Vendor M&A: Vizrt to be Taken Private in $374 Million All-Cash Deal



© Devoncroft Partners 2009 – 2015. All Rights Reserved.



Autodesk FY 2015 Media & Entertainment Revenue Declines 13.9 Percent

Analysis, Annual Results, Broadcast technology vendor financials, Quarterly Results, SEC Filings | Posted by Joe Zaller
Feb 27 2015


Autodesk reported that its Q4 FY 2015 revenue from its Media and Entertainment (M&E) business segment was $43m, an increase of 5% compared to the same period last year, and flat with the previous quarter.

M&E gross margins for the fourth quarter were 79.1% ($34m), down from 81% during the same period a year ago, and up from 74.4% last quarter


Full Year M&E Revenue Declines 13.9 Percent

Media & Entertainment revenue for the full FY 2015 was $167m, down 13.9% versus the full FY 2013.

M&E gross margins for the full year 2015 were 76%, down from 81% in both 2013 and 2012.


Decline in M&E Revenue Continues

As shown below, the latest year-on-year decline in M&E revenue continues the trend that began more than five years ago.

Autodesk M&E Revenue 2008-15


Between fiscal 2008 and fiscal 2015, the company’s M&E business has a CAGR of -6%.  During this same time, M&E sales as a percentage of total Autodesk revenue has declined from 12% to 6%.

This is perhaps not surprising, given that company has been talking for some time about the anticipated decline in M&E revenue.  Last year, Autodesk CEO Carl Bass said the company expects its M&E revenue to decline over time as Autodesk incorporates greater functionality into its design suites.


Autodesk M&E: A Tale of Two Product Lines

Another reason for the ongoing decline is likely the changing mix of products sold by Autodesk into the M&E sector, including the sale of hardware versus software.

Autodesk breaks out products sold media and entertainment customers into two separate categories:

  • Animation (including design visualization): includes products, such as Autodesk Maya, Autodesk 3ds Max, and the Autodesk Entertainment Creation Suites. These products provide tools for digital sculpting, modeling, animation, effects, rendering and compositing, for design visualization, visual effects and games production.


  • Creative Finishing: include Autodesk Flame, Autodesk Smoke, Autodesk Lustre, and Autodesk Flare. These products provide editing, finishing and visual effects design and color grading.


In a filing with securities regulators last year, the company said that for the year ended January 31, 2014, revenue from Creative Finishing products declined by 17% due to “a general decrease in M&E industry end-market demand.”  In the same filing, the company said that Animation products had declined 7% during the fiscal year ended January 31, 2014.

On last night’s Q4 and full year fiscal 2015 earnings call, the company did not discuss its M&E product in either the prepared remarks or the Q&A session with equity analysts.

Indeed, the company has not discussed M&E on an earnings call since August 2014, when an analyst from JP Morgan asked Autodesk CEO Carl Bass: “How should we think about where the media and entertainment revenue line goes from here, is it something that actually could start to fade away?”

Bass replied: “No. I think, as we always try to distinguish, media and entertainment they are two different parts of the business. There is the creative finishing. Creative finishing has been diminishing, some of it is just nature of the market and some of it has to do with the hardware component in there which we no longer sell. And then there’s the other part which is the software part of the business. The software part of the business is good and healthy and we like all the dynamics in that part of the business. What we see in the other part less happy with it. That’s been going on for the last half dozen years in the creative finishing part.”



Related Content:

Press Release: Autodesk Reports Strong Fourth Quarter Results

Previous Year: Autodesk Media & Entertainment Revenue Down 16% in Q4 FY 2013, Down 10% for Full Fiscal Year

2012: Autodesk Media & Entertainment Revenue Rises Nine Percent in Fiscal 2012



© Devoncroft Partners 2009 – 2015. All Rights Reserved.




ATEME Posts 24 Percent Revenue Gain in 2014, Provides Upbeat Outlook for 2015

Annual Results, Broadcast technology vendor financials, Quarterly Results | Posted by Joe Zaller
Feb 16 2015

Video compression specialist ATEME announced that its revenue for 2014 was €25.4m, an increase of 24% versus the same period a year ago.

The company, which raised €13.3m through Initial Public Offering last year, said 2014 was its third consecutive year of revenue growth.

The company’s full performance appears to indicate that its growth accelerated during the second half of 2014, following on from revenue of €12m during the first six months of the year.

ATEME attributed its continued growth to both new business from existing customers such as the European Broadcasting Union (EBU), the acquisition of new customers including the BBC, leading Hollywood studios, tier-1 service providers and post-production studios; and the use of its technology at major events including the FIFA World Cup.

“We have a well-established, worldwide footprint and 2014 allowed us to solidify our base for growth,” said ATEME CEO Michel Artieres. “We are now the trusted technology partner in video compression for 200 customers from around the world. We will continue with investment strategies to provide full, flexible software solutions and to become a more agile solutions provider.”

The company said it believes it is “positioned to profit from soaring worldwide video consumption,” pointing to “the launch of new ultra high-definition/4K channels in Japan, Russia and the United Kingdom in 2015” as evidence of its future potential growth prospects.



Related Content:

Press Release: ATEME Posts Significant Growth in 2014

Ateme raises €13.3 Million through Initial Public Offering

HD World Cup Drives 22 Percent Growth for ATEME During First Six Months of 2014



© Devoncroft Partners 2009 – 2015. All Rights Reserved.



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