Kit Digital Acquires Sezmi

written by: Richard Kastelein

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On December 30, 2011, KIT digital acquired certain assets and liabilities of Sezmi Corporation, a leading global provider of broadband-broadcast hybrid TV solutions based in Belmont, California. KIT digital paid consideration of approximately $27 million in a mixture of stock and cash, plus earn-outs. The transaction is expected to be immediately accretive on a revenue, cash flow, and cash earnings basis. The closure of the acquisition at year-end allowed for certain tax and accounting consolidation advantages without impacting Q4 2011 operating results.

Sezmi employs a cloud-based software-as-a-service model and its target customers are service operators, such as telcos and ISPs, as well as content providers who desire to provide licensed or owned video content to subscribers across mobile and Internet protocol (IP)-connected home entertainment devices. Sezmi has approximately 80 full-time employees and contractors in the U.S., with another 55 in India. Examples of key customers historically include a leading Mexican mobile operator, Iusacell, and a major Southeast Asian MSO, YTL Communications.

Sezmi was an early innovator developing platform software for IP video management. As part of the transaction, KIT digital acquired 18 patents from Sezmi related to over-the-top (OTT) platform provision in the mobile, online and digital terrestrial television (DTT) environments that it believes enhances its leadership position in the IP video platform industry.

"Sezmi has been an early mover and one of the few direct competitors providing integrated, multi-device platforms for OTT premium content offerings -- with unique capabilities in hybrid 4G/LTE and DTT deployments," commented Gavin Campion, president of KIT digital. "Our companies share a commitment to serving the most complex client needs in our industry, and we are excited to kick off 2012 with the addition of their major clients, valuable technology and patents, and world class personnel."

"Sezmi also adds key clients in markets that we have previously highlighted as our highest priorities, specifically Asia-Pacific and Latin America, where we see significant green-field growth opportunities," continued Campion. "The future of our industry lies in the combination of LTE and broadband, and Sezmi adds leading edge publishing capabilities in these areas that are essential to integrated OTT offerings everywhere in the world. This will allow KIT digital to drive growth in developing markets with low terrestrial broadband penetration."

 

After adjustments for net negative working capital prescribed by the asset purchase agreement, KIT digital paid approximately $16 million in upfront cash-based consideration (including the assumption of liabilities, some of which may be paid over time) and approximately $11 million in KIT digital common stock (or approximately 1.2 million shares). The initial consideration is exclusive of future earn-outs.

Provided that superlative revenue and cash flow targets are achieved from existing Sezmi customers and pre-identified target customers, KIT management estimates aggregate earn-out payments will total $20-$25 million over a period of three years, with absolute and relative accretion improving along with the earn-outs. At KIT digital's sole discretion, earn-outs may be paid either in cash or in stock at future valuation levels.

Following the completion of the acquisition, KIT digital expects to have approximately 47.5 million common shares outstanding.

KIT management estimates that contracted and visible pipeline business from Sezmi will generate revenues of at least $20 million in 2012, with a cash earnings contribution of approximately $4 million -- representing approximately $0.08 of incremental pro forma cash earnings per share (EPS) in 2012.

"Sezmi spent nearly six years and substantial capital building a team and technology suite that were ultimately a perfect fit for our business model," noted Isaza Tuzman. "Importantly, we were able to acquire Sezmi in a way that improves our cash earnings per share and allows us to pay a significant portion of the acquisition consideration out of future operating cash flow."

"The timing of this transaction is ideal," said Phil Wiser, co-founder and CTO of Sezmi Corporation. "The large customers we've been working with are excited to work with a larger-scale organization like KIT digital, and they appreciate the re-doubled commitment to the strategic solutions we're building for them. We believe the industry's evolution favors global scale, R&D and deployment experience, and our customers, employees, technology partners and other stakeholders will all benefit from being part of and served by the industry leader."

In reference to KIT digital's overall acquisition strategy, Isaza Tuzman added: "As we stated on our Q3 2011 earnings call in November, our normal course of business will continue to emphasize organic growth, while we will be opportunistic and highly discerning in evaluating accretive, complementary acquisitions. We are pleased to have been in a position to complete this acquisition in such a way that improves both our technology and cash-generation profile, while creating long-term value for shareholders."

Stifel Nicolaus Weisel was the exclusive financial advisor to Sezmi in the transaction.

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