Posts Tagged ‘Broadcast Vendor M&A’

Grass Valley Paid $94.2M for Snell Advanced Media

Analysis, Annual Results, Broadcast Vendor M&A, Conference Sessions, SEC Filings | Posted by Joe Zaller
Feb 13 2018

Last week, Belden / Grass Valley announced it had closed the acquisition of Snell Advanced Media (SAM).

At that time, the company did not disclose the terms of the deal.

Today, Belden said in a filing with securities regulators that it paid $75.8 million plus the assumption of $18.4 million of debt for a company it acquired on February 8, 2018 (the same day it confirmed the SAM acquisition).

This equates to an enterprise value of $94.2 million.

Based on filings with the UK government, SAM’s parent company had revenue of £90.8 million ($123 million USD at 2016 average exchange rate) through December 31, 201, and increase of 20.3% from £75.4 million ($115.2 million USD at 2015 average exchange rate) for the 12 months ending December 31, 2015.

Based on its previous acquisitions in the broadcast industry, Belden typically pays around 8x EBITDA when it buys a company.  If that was the case in the SAM transaction, it would mean that SAM’s EBITDA over the trailing twelve months prior to the acquisition was $11.775 million. However, in its filing with UK regulators, SAM said it had EBITDA of -£1.6 million for the 12 months ending on December 31, 2016.  Performance for the full year 2017 is unknown.

Given SAM’s growth from 2015 to 2016, the company may have achieved positive EBITDA, but the full details won’t be known until Belden provides additional information about the transaction (which it said it will do closer to the 2018 NAB Show).  It’s also possible that the valuation was based on a multiple of SAM’s sales in 2017.

 

Attend the 2018 Devoncroft Executive Summit to hear more about Belden’s strategy

For those wondering about Belden’s plans for SAM, and whether it continues to look for M&A targets in the broadcast industry, join us on April 8, 2018 to find out.

That’s the date of the seventh annual “Devoncroft Executive Summit: The Business of Media Technology,” where Belden CEO John Stroup will be take part in a panel of broadcast technology supplier CEOs.

Registration for the 2018 Executive Summit is available here.

 

The relevant text from Belden’s filing has been pasted in below:

Note 28: Subsequent Events

On February 8, 2018, we acquired a company for a purchase price of $75.8 million, plus we assumed debt of $18.4 million. The acquisition includes a potential earn-out for which we have not yet estimated a fair value. This acquisition was funded with cash on hand.

We are in the preliminary phase of the purchase accounting process, including obtaining third party valuations of certain tangible and intangible assets acquired. As such, the purchase accounting process is incomplete and we cannot provide the required disclosures of the estimated fair value of the assets and liabilities acquired for this business combination.

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Related Content:

2018 Devoncroft Executive Summit: The Business of Media Technology

Belden/Grass Valley Acquires Snell Advanced Media

Grass Valley Q4 2017 Revenue Impacted by Revenue Recognition, Predicts Growth for 2018

Broadcast Vendor M&A: Belden Completes Acquisition of Grass Valley, Will Invest $25 Million in Integration of Combined Business

More Broadcast Vendor M&A: Belden Buys Miranda for $350 Million in All-Cash Deal

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© Devoncroft Partners 2009-2018.  All Rights Reserved.

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Belden/Grass Valley Acquires Snell Advanced Media

Analysis, broadcast technology market research, Broadcast technology vendor financials, Broadcast Vendor M&A, Broadcaster Financial Results, Conference Sessions | Posted by Joe Zaller
Feb 08 2018

Belden announced it has closed the acquisition of Snell Advanced Media (S-A-M).

Terms of the deal were not disclosed.

The deal makes Grass Valley one of the largest media technology suppliers.

Clearly the company believes there is growth to be had in broadcast.  At the company’s December 2017 investor day, Belden CEO John Stroup said “I think that we have a lot more conviction around what’s happening in the broadcast industry than we did two years ago. And as you recall – or you may recall, our concentration within production, in particular around live, gives us a lot more confidence that we’re going to see growth in that end market than we did, say, in the last two to three years.”

Although at first glance there is substantial product overlap between Grass Valley and S-A-M, there are less similarities between each company’s geographic sales footprint, which will help Grass Valley expand into new customers. A Grass Valley spokesperson said that the deal would help the company extend its reach and provide in-region support to its global customer base.

Additionally, a number of each company’s respective product lines are complementary (in news for example), making the overall Grass Valley proposition more robust.

According to Belden management, S-A-M will be integrated into Grass Valley, and moving forward the S-A-M brand name will be retired, and “Grass Valley, a Belden Brand” will be used as the company name.

Tim Shoulders will be the president of the combined company, which will be headquartered in Montreal.

Belden executives cited multiple strategic reasons for the deal, including gaining market share, and an expanded geographic footprint.

“With this investment Belden again demonstrates our commitment to the broadcast industry. Adding SAM’s employees and products to the Grass Valley family extends Grass Valley’s global reach, makes us more agile and provides even more domain expertise to enhance Grass Valley’s industry-leading solutions in networking, news and live production and content delivery for broadcasters,” said Shoulders. Our customers face competition and uncertainty like never before. This transaction will help them navigate the technology options available to them with fewer concerns around interoperability and deployment complexity while providing them greater access to the innovators developing the solutions of tomorrow.”

Prior to doing this deal, Belden did substantial work to refinance its debt, which provided additional financial leverage for M&A.  Indeed, the company’s CFO often refers to the amount of “dry powder” that the company has available for M&A. At the company’s investor day, Stroup said “We [are] extremely pleased with the execution of our debt refinancing and repayment during the quarter. By issuing €450 million of senior subordinated notes at 3.375% and €300 million at 2.875%, the lowest long-term borrowing rates in the history of the company, we have further lowered our cost of capital and extended our maturities. In total, we expect these actions to be accretive to EPS by $0.47 on a full-year basis.

 

Reminiscent of Previous Industry Roll-ups

The S-A-M deal is Belden’s fifth acquisition in the media and broadcast technology sector.

 

In addition to these transactions, Belden acquired KVM switch vendor Thinklogical in May 2017 for $171.3 million in cash, and added it to the company’s Broadcast Solutions segment for reporting purposes.

Including Thinklogical, Belden has invested $779.4 million in the broadcast industry since 2009.  When the company discloses the price paid for S-A-M, the thoal amouint will be known.

This level of investment is reminiscent of previous industry “roll-ups.”

Between 2000 and 2009, Harris Corporation spent approximately $1 billion on the acquisitions of vendors including Louth, Encoda, and Leitch. In 2012, Harris Corporation divested its broadcast division in a deal valued at up to $225 million.

A decade earlier, Technicolor (then Thomson) spent even more to acquire a slew of media technology supplier including 5 businesses of the Philips Professional Broadcast group (Cameras, Film Imaging, Signal Processing, Media Networking and Control & Systems), Canopus, PRN, ParkerVision, Nexstream, Thales Broadcast & Multimedia, and (coincidentally) Grass Valley.

Starting in 2010, Technicolor divested these businesses in separate transactions:

 

So why does Belden think it will be different for them?

Speaking at the 2017 Devoncroft Media Technology Business Summit, Belden CEO John Stroup said “Of all the industries we’re in, [media and broadcast] is the industry where the economic capabilities of the vendors are the least developed, and that creates a lot of stress for us.

Belden CEO John Stroup at 2017 Devoncroft Media Technology Executive Summit

Belden CEO John Stroup at 2017 Devoncroft Media Technology Executive Summit

“We would obviously prefer that all vendors were making good economic investments, because [today] we’re all investing in everything, and that doesn’t lead to particularly good economic returns. I think we’re all searching for a level of scale, because I think this is a business that requires a lot of scale from a commercial point-of-view. To operate globally, you need to generate the amount of revenue that gives you the scale from an R&D point of view. So, what we’ve been trying to do with our team is teach them different ways to evaluate how much to be spending, where to be spending, and trying to put some rigor and framework around it so we’re not doing anything that’s reckless. Some vendors have gotten themselves into problems…. We’re trying to really careful of where we place our bets.”

With the S-A-M deal, Belden achieves greater scale.

Additionally, the company has previously telegraphed its plan to build a factory in India, in order to lower its cost of production (it is unknown at this time whether the production of Grass Valley or S-A-M products will move to this factory once it opens).

 

Greater Control of the IP Transition?

Belden executives often speak about how industry-wide transition to IP-based infrastructure provides potential growth opportunities for Grass Valley. During Belden’s Q4 2017 earnings call, Stroup said Q4 2017 was Grass Valley’s strongest-ever quarter for sales of IP-based systems, and predicted that IP shipments would accelerate in the future, thanks to the adoption of new standards and increasing custom confidence in IP-based solutions. “We think [the finalization of the SMPTE 2110 standard is] an important development and certainly going to be helpful moving into 2018. We had our strongest quarter ever in IT-based product revenues in the fourth quarter. It was over $5 million. And it was to 36 different customers. So, it’s clear that our customers are getting more confident, more comfortable with the technology. I think they view us as really one of the only solutions that meets the open standard. As we’ve talked about, we have some competitors that have done very well, but their systems and their solutions are far more closed than what we’re offering and what the standard dictates. So, I think that the Grass Valley business, from a product point of view, is very well positioned moving into 2018.”

Indeed, as one of the three founders of AIMS, Grass Valley is a key player in the industry-wide transition to IP-based operations. The acquisition of S-A-M puts Grass Valley in control of more potential IP-related infrastructure refresh projects.

Because the broadcast industry is dwarfed by the broader IT market, the IT “titans” (such as Arista, Cisco, Huawei, and Juniper) tend to use established broadcast suppliers as a route to market.  By acquiring S-A-M, Belden now owns two of the top “traditional broadcast vendors,” making it more likely that they will successfully capture market share as the industry transitions to IP-based operations.

 

 

The Belden M&A Strategy

It shouldn’t be a surprise that Belden made this acquisition, over the past decade, the company has grown substantially through strategic M&A.

As recently as December 2017, Indeed, Belden routinely touts it well-established approach of acquiring underperforming assets, and generating synergies and cost savings through what it calls “The Belden Business System.”

During its December 2017 analyst day, Stroup told analysts “we continue to actively pursue a number of attractive inorganic opportunities. We currently have $475 million available for inorganic opportunities. We estimate that approximately $1.7 billion will be available through 2020. This will come from organic activities and it would be at or below net leverage of 3 times.

 

“Over the last three years, approximately 75% of capital deployment has been allocated towards M&A. Going forward, we expect to allocate approximately 55% towards M&A.

“Our acquisition approach always begins with our strategic plan. Nothing enters our funnel of opportunities, nothing begins cultivation until we identify an opportunity as either allowing us to take advantage of an opportunity or to address a threat.

 

“The companies that we pursue are typically company leaders within their specific area, often niches. They have products that are complementary to ours and typically there are opportunities for significant costs or commercial synergies.

“Typical bolt-on for Belden would be a company with revenue growth that is similar to Belden’s end markets. Gross profit margins are typically greater than Belden. However, EBITDA margins are typically lower than the Belden average.

 

And by applying our Lean enterprise system, we have the opportunity to achieve EBITDA margins at or above Belden average, achieve ROIC of 13% to 15% by year three and purchase the company for a post-synergy multiple of approximately seven times EBITDA.”

 

Related Content:

Grass Valley Q4 2017 Revenue Impacted by Revenue Recognition, Predicts Growth for 2018

Broadcast Vendor M&A: Belden Completes Acquisition of Grass Valley, Will Invest $25 Million in Integration of Combined Business

More Broadcast Vendor M&A: Belden Buys Miranda for $350 Million in All-Cash Deal

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© Devoncroft Partners 2009-2018.  All Rights Reserved.

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Vitec Group Updates Segment Reporting for Broadcast Division

Annual Results, broadcast technology market research, Broadcast technology vendor financials | Posted by Josh Stinehour
Feb 05 2018

The Vitec Group, which owns more than a dozen brands in the broadcast industry, released an update of its financial performance through the first half 2017 based on its new segment reporting. 

The change followed the Company’s divestiture of its services business Bexel to NEP.  The new structure offers visibility into the two product groups Vitec sells in the broadcast industry.

As of November 2017, The Vitec Group reports across the following three Divisions:

  • Imaging Solutions contains the assets formerly reported in the Photographic division, which is focused on the professional and consumer photographers.
  • Production Solutions groups Vitec’s more traditional broadcast products, including camera supports, robotic camera systems, prompters, mobile power, lighting, along with the remaining service activities of Camera Corps and The Camera Store.
  • Creative Solutions comprises The Vitec Group’s video transmission systems (Paralinx, Teradek), monitors (smallHD), and camera accessories (Wooden Camera, Offhollywood).

One of the stated goals of the reporting modification is to give greater focus to the fast-growing independent content creator market where the Creative Solutions division has a larger presence.

It is interesting to note nearly all of the assets in Creative Solutions were acquired over the past five years.

Broadcast Operating Segment Results

The restated 2016 and 1H 2017 results illustrate the relative revenue contribution and profitability profiles of the Production Solutions and Creative Solutions divisions.

For full year 2016, Production Solutions represented 72.5% of Broadcast sales or £121.6 million.  Creative Solutions had sales of £45.9 million or 27.5% of Broadcast revenue.

When including an allocation for corporative overhead the operating margin profile for Production Solutions was 10.9% during 2016 and 16.8% for Creative Solutions.

During the first half of 2017 (ending June 30) Production Solutions had sales of £55.7 million (64.3% of Broadcast) and Creative Solutions contributed £30.8 million of revenue (35.7% of Broadcast).

Operating margins (with corporate allocation) for 1H 2017 were 9.5% for Production Solutions and 17.2% for Creative Solutions.

Vitec Group did not provide comparable year-over-year period presentations of the Divisions.  However, even using a straight line estimate, it is reasonable to view the Production Solutions as an approximately flat business (year-over-year) in the first half of 2017, as the second half is usually the stronger portion of the year.  Creative Solutions, in contrast, is experiencing strong growth.  The magnitude of growth is difficult to estimate given the inorganic additions to the division with the closing of the acquisitions of Offhollywood and Wooden Camera.  As a reference point, the 2016 restatement lists £20.4 million of investing activities attributable to the Creative Solutions division.

While growing faster, the Creative Solutions division is also meaningfully more profitable with operating margins in the high teens.  Thus, consistent with The Vitec Group’s stated intentions, this reporting approach provides greater visibility into the higher growth, higher margin Creative Solutions division.

In addition, the restatement of 2016 financial results further highlights the merits of the divestiture of Bexel.  This is not a commentary on the quality of Bexel, but rather an observation about the fundamentally different characteristics of Bexel’s asset and capital intensive business, which contrasts with the remaining product businesses.  Consider that during 2016 – the fourth year in the four year industry cycle – Bexel had revenue of £47.7 million, an adjusted (before impairments and restructuring costs) operating loss of £1.4 million, and capital expenditures of £7.1 million.  (It is appropriate to point out Bexel generated operating cash when adjusting for non-cash items and including rental asset disposals).

Full year 2017 results are scheduled for release on February 22, 2018.

Impact of US Tax Change

In the same release, Vitec offered guidance on the impact of the new Tax Cuts and Jobs Act legislation passed in the United States.  The immediate impact to Vitec is a revaluation lower of its US deferred tax balance by £7.0 million.  This is because the lower US tax rate of 21% (versus 34%) means tax losses have less value in the future.

 

 

Related Content:

Vitec Announces Segment Reporting, US Tax and Adjusted Performance Measures

 

 

© Devoncroft Partners 2009-2018.  All Rights Reserved.

 

 

Media Service Provider Vubiquity Acquired by Amdocs

broadcast technology market research, Broadcast Vendor M&A, Conference Sessions, Media Services M&A, OTT Video | Posted by Josh Stinehour
Feb 01 2018

Multi-billion dollar, multi-national Amdocs has signed a definitive agreement to acquire media service provider Vubiquity.

The $224 million cash deal has been approved by both the Boards of Directors of Vubiquity and Amdocs, and is expected to close during the second quarter of FY2018.

Amdocs (NASDAQ: DOX) is a provider customer service software to communications and media customers such as OSS (operational support systems) and BSS (business support systems) systems.  This acquisition is a significant expansion into the media industry for Amdocs, who did not have a booth at this past IBC and does not have a booth at this upcoming NAB Show (at the time of this writing).

Amdocs had already started to move deeper into the media technology sector with its September 2016 acquisition of Vindicia, a provider of subscription and payment solutions.  Vindicia’s payment solutions support several digital offers such as the BBC & iTV Britbox service and NBA League Pass. Amdocs purchased Vindicia for $90M.

This acquisition is a much further move into the media supply chain.  Vubiquity is a managed service provider connecting content owners and publishers with video distributors – both traditional PayTV operators and OTT publishers.  In its collateral Vubiquity cites relationships with over 650 premium content producers (film studios, television networks, etc …) and over 1,000 global video distributors (PayTV operators, OTT publishers, etc …).

Vubiquity had raised a total of $237.2 million over four rounds of funding between 2007 and 2012.  Current private equity owners include Columbia Capital and The Carlyle Group, whom invested $100 million of new funding as part of the Company’s purchase of SeaChange’s On Demand Group in 2012.

A series of M&A transactions built Vubiquity, beginning with the 2009 merger of Avail Media and TVN Entertainment – subsequently “Avail-TVN.”  Avail-TVN rebranded as Vubiquity in early 2013.

Later in 2013, Darcy Antonellis, then Warner Bros. CTO, joined Vubiquity as CEO.  Darcy’s notable resume also includes two speaking appearances at Devoncroft’s annual Media Technology Business Summit (see photo on left).  At the closing of the transaction Darcy will join Amdcos as head of the Amdocs Media Division.

More recent deals for the DETE (Digital-End-to-End) service from the Warner Bros. Technical Operations and Juice Worldwide, a digital supply chain solution company, further expanded Vubiquity’s portfolio.

The press release announcing the transaction states the “impact of the acquisition on Amdocs’ diluted non-GAAP earnings per share is expected to be neutral in fiscal year 2018, and accretive thereafter.” Since this is a cash transaction, it is difficult to derive any meaningful view on deal multiples from that statement.  However, Amdocs offered greater detail during its earnings call with analysts.

Tamar Rapaport-Dagim, CFO Amdocs, indicated an expectation of Vubiquity to contribute “approximately $100 million in the first 12 months after closing.” Ms. Rapaport-Dagim continued, “Vubiquity, as you can understand from the message that we think it will be a neutral impact on EPS in fiscal 2018 it’s coming with a low margin to start with. And we believe we can build it up along the time quite quickly, given both the top-line synergies and the cost structure synergies we see in front as opportunities.”

Using expected revenue contribution as a proxy for annual revenue suggests a deal multiple of 2.2x sales.

The stated level of revenue contribution contrasts with several earlier public data points on Vubiquity’s annual sales.  At the time of its rebrand, Management gave public guidance of annual revenue in excess of $250 million. Also, the inc5000 lists Vubiquity’s annual revenue in 2013 at $296.8 million.  Some caution is appropriate in concluding revenue has meaningfully decreased since Vubiquity’s business model may have passed thru content licensing revenue.  Such mechanisms or accounting treatment could result in materially different statements on revenue, depending on the context of the statement.

All communications by Amdocs cited a view of convergence between communications and media & entertainment.  “Investing in the growth engines of tomorrow is a core discipline of Amdocs and we see considerable opportunity resulting from the increased convergence of communications with media and entertainment” stated Eli Gelman, CEO Amdocs.

Mr. Gelman provided further commentary on the rationale during Amdocs earnings call with analysts.

“…we see increasing convergence between traditional wireless and Pay TV distributors, content owners and large OTT players.  By acquiring Vubiquity, we believe Amdocs will be uniquely positioned to address the requirements of distributors, content owners and web players as the lines between each become increasingly blurred.

Second, media and entertainment companies like Disney, HBO and Time Warner are reaching out directly to the end users with a direct content-to-consumer business model or what is called D2C direct-to-consumer. This trend requires new systems to support an improved customer experience that we believe Amdocs is well-positioned to provide.”

 

 

Related Content:

Video Message From Vubiquity and Amdocs Management

 

 

© Devoncroft Partners 2009-2018.  All Rights Reserved.

 

Telestream to Acquire IneoQuest

Analysis, Broadcast Vendor M&A | Posted by Josh Stinehour
Mar 09 2017

Telestream announced that it has agreed to acquire IneoQuest, a provider of quality control and analytics solutions for broadcast and network providers.  The closing of the transaction remains subject to customary conditions and is expected to occur toward the end of the month.  Telestream-IneoQuest

This is the second test and quality control (QC) firm Telestream has acquired in the past six months.  In September 2016, Telestream purchased UK-based Vidcheck.  It also makes the second acquisition by Telestream
since being acquired by private equity owner GenStar in January 2015.

The terms of the deal were not disclosed.  IneoQuest last publicly disclosed revenue in 2011 (as part of the Inc. 5000), when annual revenue was just below $40 million.  An interview of IneoQuest’s CEO Calvin Harrison, by CEOCFO magazine in April 2013, quoted Calvin as projecting “double digit growth again this year.”  There has been no subsequent guidance on revenue performance by IneoQuest.

Commenting on the transaction, Calvin stated, “We are happy to be joining the Telestream family and are looking forward to seeing our technology contribute to Telestream’s next phase of growth.”

As part of the press release announcing the acquisition, Telestream management focused on how IneoQuest expands Telestream’s existing capabilities in quality control and monitoring.  “When it comes to media processing and delivery, the Telestream brand has become synonymous with quality. With the addition of IneoQuest technology to our existing QC capabilities, our customers will have the ability to monitor quality at any point in the delivery pipeline, making diagnosing and correcting a problem easier than ever before” explained Dan Castles Telestream’s CEO.

 

Related Content:

Telestream Press Release

 

 

© Devoncroft Partners 2009 – 2017. All Rights Reserved.

 

 

Avid Receives Investment from Beijing Jetsen Technology; Signs Exclusive Distributor Agreement

Analysis, Broadcast Vendor M&A | Posted by Josh Stinehour
Jan 31 2017

Beijing Jetsen Technology (“Jetsen”) will invest $18.1 million (USD) in Avid Technology for a minority equity stake of between 5.0% and 9.9%.  Jetsen will also receive a board observer seat on Avid’s board of directors. Closing of the investment is subject to government approvals, which Avid expects to receive during the second quarter of 2017.  Avid_Technology_logo

The final ownership percentage is determined by dividing the investment amount of $18.1 million by the volume-weighted (i.e. denominator is cumulative volume) average market price of Avid’s shares for the 30 days preceding the closing date.  As a reference point, Avid shares closed at $5.03 on Monday, January 30, 2017.  Using this share jetsenlogoprice figure, the investment would equate to an equity stake of approximately 8.2% on a fully diluted basis.

Jetsen is headquartered in Beijing, China and listed on the Shenzhen stock exchange (2011 IPO).  Jetsen’s has operations in several segments of the media sector including an integration services business, a production company, along with investments in film and television programming.  At current exchange rates Jetsen had over $450 million (USD) in total revenue for the twelve month period ending September 2016.  Jetsen is active in several other verticals in addition to media.  Based on a review of its 2015 annual report, media operations accounted for approximately 30% of total revenue.

Avid provided the below summary slide on Jetsen as part of its presentation accompanying the announcement.

jetsen-summary

Concurrent with the investment, Avid entered into a commercial partnership making Jetsen the exclusive (master) distributor of all Avid products and solutions for the Greater China region (encompassing China, Hong Kong, Macau, and Taiwan).  All existing Avid channel partners in Greater China will transfer to Jetsen.  The agreement will also include technical support, with any associated maintenance revenue benefiting Jetsen.

“Jetsen’s strong position in the region, combined with Avid’s market-leading products and comprehensive solutions, presents an exciting opportunity for Greater China’s fast-growing media industry,” said Shengli Han, CEO, Beijing Jetsen Technology.

Avid will receive annual minimum performance guarantees for Greater China amounting to an approximately 15% annual growth for the region.  The growth refers to both recognized revenue and cash received.  The contract has a duration of five years.  The total contract value for the first three years alone represents at least $75 million to Avid.

In addition, Jetsen will take over Avid’s operations in Greater China.  This represents a cost savings to Avid in the amount of $3 million annually.  The below slide from Avid’s presentation offers a summary of the key terms.

jetsen-gotomarket

During the conference call with analysts, Louis Hernandez, Jr., Chairman and Chief Executive Officer of Avid added context on the rationale behind the equity investment by Jetsen.  “They [Jetsen] are really the ones that wanted to infuse equity. We had several ideas we were running to shore up our liquidity and cash not because of our concerns, we know it’s a significant concern to investors, so we wanted to take that out of the equation so they focus on what’s about to happen with the end of the transformation, and but that’s something they wanted to do. As long as we structured in a way that would minimize dilution, we are open minded to it and that’s where what how we ended up.” said Hernandez.

Throughout the conference call with analysts Louis Hernandez, Jr. referenced Avid’s ongoing transformation, which management has communicated will end with the second quarter of 2017.  Consistent with this message, Hernandez added the following commentary on the Jetsen agreement, “As we start to enter the next phase of Avid’s strategy, our agreement with Jetsen will give us much stronger go-to-market capabilities to expand our market position, drive consistent business growth and have the needed partner to accelerate our cloud-enabled Avid Everywhere strategy across Greater China.”

 

 

Related Content:

Avid Press Release on Beijing Jetsen Technology Agreement

Avid Presentation on Beijing Jetsen Technology Agreement

 

 

© Devoncroft Partners 2009-2017.  All Rights Reserved.

 

 

Vitec Group acquires Wooden Camera for Consideration Up to $35 million

Analysis, Broadcast Vendor M&A | Posted by Josh Stinehour
Sep 20 2016

The Vitec Group has acquired Wooden Camera, a provider of camera accessories including baseplates, cages, hand grips, matte boxes, monitor mounts, shoulder rigs, and zip boxes.  deal-logo

Wooden Camera is based in Dallas, Texas and privately owned by its management team, Ryan and Elizabeth Schorman.  Both will remain with business post-acquisition.  Wooden Camera will become part of Vitec’s Broadcast Division.

The press release announcing the acquisitions cites the opportunity to grow Wooden Camera through expanded distribution as part of Vitec’s global sales network.  Also noted in the announcement is the opportunity for Wooden Camera to benefit from Vitec’s manufacturing and product sourcing capabilities.

As part of the acquisition announcement The Vitec Group disclosed portions of Wooden Camera’s recent financial results along with the high-level deal terms.

Wooden Camera generated an unaudited adjusted EBITDA of £1.9 million ($2.5 million) for the 2015 calendar year.   Management indicated Wooden Camera has grown in the year-to-date period of 2016.

The upfront cash consideration is £15.3 million ($20.0 million), which is subject to post-closing adjustments.  The deal also includes a potential earn out representing an additional £11.5 million ($15.0 million) of consideration.  The earn out payments are based on Wooden Camera achieving “demanding” EBITDA targets for the financial periods thru the close of the 2018 calendar year.  The 2018 EBITDA target is $7.3 million (this represents an almost tripling of 2015 EBITDA).   Vitec will finance the transaction using its existing banking facility.

Using the 2015 EBITDA disclosure, the upfront consideration values Wooden Camera at 8.0x 2015 EBITDA (not including the earn-out).  The total consideration has the potential to value Wooden Camera at 17.5x 2015 EBITDA.  Since more than 40 percent of the total potential deal value is in the form of an aggressive earn-out, it is more appropriate to focus on the implied valuation of the upfront consideration.  The multiple of 2016 EBITDA – though unavailable – is likely less since Wooden Camera has continued to grow.

To put these figures in context, The Vitec Group currently trades in the public markets at a valuation of 7.8x trailing twelve month EBITDA and 1.0x trailing twelve months of revenue (on an enterprise value basis).

The press release states “The Board expects the acquisition to be immediately earnings enhancing.”  This statement is then clarified in the notes to the press release as follows, “This statement should not be taken to mean that earnings per share of The Vitec Group plc will necessarily exceed or be lower than historic earnings per share of The Vitec Group plc and no forecast is intended or implied. This refers to earnings before charges associated with acquisition of businesses.”

It is interesting to reflect on the impact of a weaker GBP currency on the transaction pricing.  The “Brexit” referendum of June 23, 2016 precipitated a decline of the GBP versus the US dollar.  A weaker GBP should – on balance – benefit Vitec’s revenue results.  However, it will make expenditures in other currencies more expensive, including the acquisition of a US-based business as is the case with Wooden Camera.  On June 1, 2016 the exchange rate was 1.44 USD / GBP.  The figures in The Vitec Group press release were based on an exchange rate of 1.31 USD / GBP or 9% lower.  Meaning, the acquisition in GBP terms was 9% more expensive because of the recent disruption in the GBP currency.

The Vitec Group often structures its acquisitions with a substantial portion of contingent consideration.  This was also the case in the recent acquisitions of Offhollywood, SmallHD, and Teradek.

Commenting on the acquisition Vitec’s Group Chief Executive Stephen Bird stated, “I am delighted to welcome the Wooden Camera team to Vitec. Wooden Camera’s products are the glue that binds all the building blocks together on a professional camera system.  This leading business complements Vitec’s strategy of providing premium branded broadcast products and services to our customers to capture and share exceptional images. The business has great prospects and we anticipate that it will generate a good return on our investment.”

 

 

Related Content:

Vitec Group Press Release on Wooden Camera Acquisition

 

 

© Devoncroft Partners 2009-2016.  All Rights Reserved.

 

 

Vitec Group Acquires two Businesses, Grows Broadcast 10% in 1H 2016

Analysis, Broadcast technology vendor financials, Quarterly Results | Posted by Josh Stinehour
Aug 15 2016

The Vitec Group, which owns more than a dozen brands in the broadcast industry as well as technical services company Bexel, released its results for the first half of 2016.  Vitec Group Logo

Total revenue for 1H 2016 was £171.1 million, an increase of 9.7% versus 1H 2015, and an increase of 5.7% when compared to 2H 2015.  Operating profit was £12.6 million, a decrease of 8.7% versus 1H 2015, and a 41.7% decrease against 2H 2015.  On a constant currency basis, revenue increased 3.1% and operating profit increased 5.2% on a year-over-year basis.

Operating profit declined despite the revenue growth because of non-repeat, high-margin Haigh-Farr antennas contracts in the comparison period (1H 2015) and a greater mix of lower margin broadcast services business during the first six months of 2016.

Operating profit is reported before costs associated with the acquisition of business ($2.7 million during 1H 2016), restructuring (£2.8 million in 1H 2016), and also the £0.7 million gain on sale of The Vitec Group’s manufacturing facility in Bury St Edmunds.  Vitec indicated the restructuring activities initiated in 2015 resulted in savings of £2.5 million in the first six months of the year.

Vitec Acquisitions:

Vitec acquired two businesses in the first half of 2016.  In January Vitec purchased Provak Foto Film Video B.V., a Netherlands distributor partner for cash consideration of £0.9 million.  On April 12, 2016, Vitec’s Broadcast Division acquired Offhollywood Digital for upfront cash consideration of £1.6 million along with contingent compensation of up to $8.0 million (USD) if gross profit targets are met for the periods to December 2018.  Offhollywood Digital provides camera-back modules for RED cameras along with related services.

Vitec often structures its acquisitions with contingent consideration.  During the period Vitec made yet another payment in the amount of £2.8 million on the earn-out related to the 2013 acquisition of Teradek.

Vitec Broadcast Division:

Vitec’s broadcast brands serve various parts of the broadcast industry: Anton/Bauer, Autocue, Autoscript, Bexel, Camera Corps, Haigh-Farr, Litepanels, OConnor, Paralinx, Petrol Bags, Sachtler, SmallHD, Teradek, The Camera Store, and Vinten.

Vitec reports the results of its Broadcast Division separate from its Photographic division. For the first half of 2016, the Broadcast Division represented 60.0% of The Vitec Group’s total sales.  In 1H 2015 and 2H 2015 the Broadcast Division accounted for 60.0% and 59.0%, respectively.

The below slide is taken from the Vitec Group earnings presentation and offers a summary on the key developments with the Broadcast Division in the first half of 2016.

Vitec-slide

The Broadcast Division had revenue of £102.3 million in 1H 2016, an increase of 10.0% versus 1H 2015 (an increase of 4.0% on constant currency basis), and an increase of 6.6% compared to the preceding period, 2H 2015.

In the Company’s release, management noted strength in the US market, which offset a more challenging environment in the EMEA region.

Positive currency benefits from a weaker British pound accounted for 60% of the Broadcast Division’s growth in 1H 2016.  Given the currency volatility stemming from the recent EU referendum in the UK, The Vitec Group expects to realize a net currency benefit in the second half of 2016.  Management indicated the hedges it maintains on the GBP to USD and GBP to EUR exchange rates will also delay part of the impact of a weaker GBP into the 2017 fiscal year.

Product sales for the Broadcast Division were £78.7 million for 1H 2016, an increase of 0.5% over 1H 2015, and a decrease of 4.0% over 2H 2015.  As a percentage of Broadcast Revenue, Products sales accounted for 76.9% of revenue in 1H 2016.  This compares to 84.6% in 1H 2015 and 85.4% during 2H 2015.

Within Product sales management highlighted the increased sales of wireless transmitters and receivers, camera monitors, and mobile power.  The US market was especially strong for broadcast battery products.  These results were offset by a decrease in large camera support sales.

Services sales from Vitec’s Bexel subsidiary were £23.6 million in 1H 2016, an increase of 66.2% versus 1H 2015, and an increase of 62.8% against 2H 2015.  Services represented 23.1% of Broadcast revenue during 1H 2016.  In 1H 2015 Services were 15.4% of sales and during 2H 2015 Services were 15.1% of Broadcast Revenue.

The strong growth in Services was due to a large contract with the NFL for project management and support to upgrade the communication infrastructure for all 31 NFL stadiums. The contract includes the pass-through of low margin products impacting the profitability of the Broadcast Division.

Operating profit for the Broadcast Division in 1H 2016 was £8.5 million, a decrease of 12.4% versus the 1H 2015 result (down 10.0% on constant currency basis), and a decrease of 34.6% against 2H 2015. In addition to the greater concentration with Services, operating profit was also negatively impacted by Vitec’s continued investment in the development of its wireless products and camera monitor business.

Operating margin for the Broadcast Division was 8.3% during the first half of 2016, a decrease of 220 basis points against 1H 2015, and a decrease of 600 basis points compared to 2H 2015.

 

Business Outlook:

Commenting on the first half results and outlook for the full year, Group Chief Executive Stephen Bird offered the following, “The Board’s expectations for the full year are unchanged. We anticipate that the Group’s performance in the second half of the year will benefit from the Rio 2016 Olympics, full year savings from the previously announced restructuring plans, and, potentially, from weaker Sterling.”

 

Related Content:

Press Release: Vitec Group 1H 2016 Results

Presentation: Vitec Group 1H 2016 Results

 

 

© Devoncroft Partners 2009 – 2016. All Rights Reserved.

 

 

Disney Acquires Equity Stake in BAMTech

Analysis, Broadcast Vendor M&A | Posted by Josh Stinehour
Aug 09 2016

Disney announced a $1 billion acquisition of a minority stake in BAMTech, the entity holding Major League Baseball’s streaming technology and content delivery business.  The spin-out of BAMTech from MLB Advanced Media (“MLBAM”) was announced in late 2015.  The Disney investment in BAMTech had been rumored for several months.

In its quarterly SEC filing, Disney disclosed it acquired an initial 15% equity position in BAMTech for $450 million.  Disney has committed to purchasing an additional 18% equity interest in BAMTech for $557 million in January 2017.  Those two investments value BAMTech at $3.05 billion.

Disney declined to provide any specifics on BAMTech’s operating profile, though did note there is “some very slight dilution from the acquisition.”  However, Disney’s management felt this was more than offset by the trajectory of BAM Tech’s business and the opportunities to combine with Disney’s content properties, most notably ESPN.

Based on the previous public statements by MLBAM’s CEO Bob Bowman, the  $3.05 billion valuation level implies a revenue multiple of 12.2x expected 2016 revenue for BAMTech (please note several estimates involved in that calculation).

As part of the investment, Disney also gains the right to acquire majority ownership “in the coming years.”  The NHL currently holds a 7% – 10% equity position in BAMTech based on the August 2015 partnership deal between the companies.

The announcement coincided with Disney’s fiscal third quarter results.  During Disney’s call with analysts, CEO and Chairman Bob Iger, added context on Disney’s diligence of BAMTech.

“I love the business model because I love the quality of what they’ve created, largely from a technology perspective.  You’re look at an industry-leading platform.  And we did a fair amount of due diligence on this, speaking with people who have been clients of their service.  And also, we did our own due diligence in the sense that we’ve been clients of competing services.  And we concluded that what they’ve got is really robust” said Mr. Iger.

Since Disney is already a customer of BAM Tech, one immediate question is why Disney thought it was necessary to buy BAM Tech as opposed to renting its services as a customer.  During an interview with CNBC, Bob Iger responded to the customer vs. owner question from CNBC host Julia Boorstin.

“First of all, we think it is a good investment. We love their business model.  We think that in today’s world having the ability to stream on a scale basis live sports and live programming is a competitive advantage and something that is necessary.  We love the user interface.  So, overall we look at is as an investment.  But as a partner, as a part owner, and ultimately as a majority owner, we feel it gives us an ability to jump start not only ESPN, but are other business as well, into a space that we think is not only very exciting but extremely important in a very dynamic media marketplace.  So much better to own than to rent” responded Mr. Iger.

 

Related Content:

Press Release: Disney Acquisition of Minority Stake in BAMTech

 

 

© Devoncroft Partners 2009-2016.  All Rights Reserved.

 

 

Clear-Com Acquires Trilogy Communications

Analysis, Broadcast Vendor M&A | Posted by Josh Stinehour
Aug 08 2016

Intercom solution provider Clear-Com has acquired competitor Trilogy Communications.  The purchase price equates to a valuation of 0.9x annual revenue.  cc-trilogy

Clear-Com is a subsidiary of Poway, CA based HM Electronics (“HME”).  Trilogy is headquartered in Andover, Hampshire UK and had been owned by the Foresight Group, a UK based infrastructure and private equity investment manager.

In its 2015 annual report, Foresight had indicated Trilogy was pursuing strategic options including a possible sale.

Based on Foresight’s disclosure, the acquisition price for Trilogy is GBP 2.9 million.  According to its regulatory filings, Trilogy’s revenue for the trailing twelve months ending February 2016 was GBP 3.26 million.  Using these figures the transaction values Trilogy at a 0.9x multiple of annual revenue.  When HME purchased Clear-Com from the Vitec Group in 2010, the valuation was 0.4x annual sales.

Trilogy’s revenue declined (in GBP terms) 23% in the twelve months ending February 26, 2016.  This was preceded by revenue decreases in 2013 and 2012 (2014 showed slight growth).  In aggregate, annual sales decreased 62% between the fiscal year ending February 2012 and the most recent fiscal year ending February 2016.

Trilogy’s profitability was impacted by the decline in sales.  EBITDA loss was GBP 762,000 for the fiscal year ending February 2014 and GBP 509,000 for the fiscal year ending February 2015.

Foresight’s financial reports provide additional context on the declining performance of Trilogy.  The principal cause cited for the revenue declines since 2012 were delays in US Defense orders.  The broadcast division of Trilogy was cited as facing a difficult trading environment in each of 2014 and 2015.

In the press release announcing the acquisition, Mitzi Dominguez, CEO of Clear-Com stated, “Both companies have been serving the professional intercom business for decades and bring a wealth of industry knowledge to the marketplace. The efforts of our combined teams will deliver tremendous added value to customers all over the world and will create new business opportunities for both companies. We extend a warm welcome to all Trilogy employees and customers.”

Bob Boster, President of Clear-Com, added some context on the technology alignment of the businesses.   “Their specialized matrix solutions perfectly complement Clear-Com’s highly-programmable and scalable digital matrix portfolio, increasing each team’s capabilities to meet the ever-growing and vastly-diverse communication needs across the markets we serve.  Trilogy’s SPG solutions will also be well received by our broadcast customers globally” said Mr. Boster.

 

Related Content:

Press release: Clear-Com Acquisition of Trilogy Communications

 

 

© Devoncroft Partners 2009-2016.  All Rights Reserved.

 

 

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