Kofax Acquires Kapow Technologies

Posted: 2nd August 2013 10:34

Kofax plc (LSE: KFX), a leading provider of smart process applications for the business critical First Mile™ of customer interactions, today announcedthat it has acquired Kapow Technologies, Inc., a leading provider of data integration software.
The Company believes Kapow's software will greatly simplify Kofax's ability to integrate smart process applications with third party software for content import and export purposes as well as data validation during a business process. In addition, the Company believes it will significantly strengthen Kofax's ability to penetrate the emerging electronic content transformation segment of the multichannel capture market, and is highly complementary to the recent acquisition of Altosoft's business intelligence and analytics products.
"By more quickly creating essential links between an organization's smart process applications, systems of engagement and systems of record we can speed our time to market with new solutions and customers' ROIs," said Reynolds C. Bish, Chief Executive Officer of Kofax. "Kapow has successfully transitioned the majority of its software revenue from perpetual to term licenses while growing its total revenues during its last four fiscal years. We'll be investing to grow its sales organization and further accelerate its software revenue growth while leveraging its software to accelerate growth in our smart process applications software and solutions business."
Kapow Katalyst™ is the only data integration software to provide near real-time application integration and process automation offering both traditional API level integration capabilities as well as an innovative Synthetic API™ approach, which provides business users with an agile "point and click, no coding" approach. The resulting data integration modules can then be deployed via Kapow Kapplets™, lightweight apps instantly accessible on a self-serviced basis. Hundreds of companies, including Astra Zeneca, Audi, Commerzbank, Deutsche Telekom, Fiserv, Thomson Reuters and Zurich Insurance Group use Kapow software on premise or via the cloud to become more integrated, automated and productive enterprises.
According to a March 20, 2013 Gartner report titled "Data Integration Enables Information Capabilities for the 21st Century", the data integration tool market was worth $1.9 billion at the end of 2011, an increase of 15.3% from 2010. The report further states, "Data integration remains a strategic priority for many organizations, and this market is showing some of the highest growth rates of any enterprise software market; our projected five-year compound annual growth rate of nearly 9% will bring the total to over $2.8 billion in 2016."
"As a successful market leader focused on providing smart process applications with the global presence and software assets needed to credibly execute that vision, Kofax is an ideal strategic fit for Kapow," stated John Yapaola, Chief Executive Officer of Kapow. "With our strengths in big data integration, Kofax customers will achieve competitive advantage faster, and Kapow customers will have access to a broad array of complimentary software and solutions to better address their needs."     
Kofax has acquired all of Kapow's stock for total consideration of $47.5 million in cash, prior to deducting approximately $1.4 million of cash held by Kapow on closing of the transaction. Of this amount, $40.4 million was paid on closing. An additional $2.4 million will be paid upon Kofax's receipt of Kapow's audited financial statements for its fiscal year ended June 30, 2013, $2.2 million will be paid one year from closing and $2.5 million will be paid two years from closing, with said amounts being subject to certain indemnification terms and conditions.
Kapow was a privately held company headquartered in Palo Alto, California with approximately 72 employees located principally in the U.S. and Western Europe. Its unaudited financial statements for the fiscal year ended June 30, 2013 reported revenues of $15.9 million, of which 56% arose from term software license agreements, 11% from perpetual software license agreements, 16% from maintenance service agreements and 17% from professional services. Those financial statements also reported an Adjusted EBITDA(1) loss of $2.2 million and gross assets of $7.7 million with no material debt on closing. John Yapaola, age 54, Stefan Andreasen, Founder and Chief Technology Officer, age 55, and all other Kapow employees will remain as employees of the company for the immediate future.
Kofax will announce its preliminary unaudited results for the fiscal year ended June 30, 2013 on Wednesday, September 4, 2013 and provide guidance for the fiscal year ending June 30, 2014, including the impact of this acquisition, before the opening of trading on the London Stock Exchange. The Company will also conduct a presentation for financial analysts thereafter at 9:00 am UK time / 1:00 am Pacific time in the London offices of FTI Consulting. That presentation will be webcast and available for viewing in the investor relations section of the Company website later that day. Access details for the webcast will be provided in advance of the same.
Between now and September 4, 2013, readers considering the potential effect of this acquisition on Kofax's financial results for the fiscal year ending June 30, 2014 should note that a substantial portion of the orders for term software license agreements, professional services provided in connection with term license agreements and maintenance service agreements received and invoiced during Kapow's fiscal year ended June 30, 2013 were not recognized as revenue during that period but rather included on Kapow's balance sheet as deferred revenues at closing. In accounting for this acquisition under IFRS, substantially all of these deferred revenues will be written off and therefore not recognized as revenue by Kofax during the fiscal year ending June 30, 2014. In addition, a substantial portion of such orders received and invoiced by Kofax during the fiscal year ending June 30, 2014 will not be recognized as revenue during that period but rather included on Kofax's balance sheet as deferred revenues as of June 30, 2014. As a result, Kofax will provide guidance for the fiscal year ending June 30, 2014 on both an IFRS basis and a non IFRS pro forma basis as if these deferred revenues were not written off.

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