Tuesday 15 December 2020

What the acquisition of SIMS by Montagu means for the sector

My usual disclaimer: I have past, present and (hopefully) future commercial relationships with many MIS vendors. Nonetheless I aim to write this blog impartially, from the perspective of a neutral observer. If you have questions about this analysis, or any other blog, contact me on Twitter, LinkedIn or via email. I also now provide MIS market datasets and reports as a service - get in touch for more info.

Capita today announced that it has agreed to sell Education Support Services (ESS), the division of Capita that contains SIMS, to “Tiger UK Bidco Limited”. They describe that as “a newly formed company established by funds advised by Montagu Private Equity”. Tantalisingly, they go on to say “Montagu has also agreed to invest in ParentPay (Holdings) Ltd (‘ParentPay’), a provider of education technology. Following successful completion of both investments, ESS will become part of the ParentPay Group.” The press release also references the need for the deal to achieve “regulatory approvals”.

In other words, unless the Competitions and Markets Authority (CMA) kiboshes the whole thing, SIMS (leading provider of school MIS) and ParentPay (leading provider of school payments and comms solutions) are merging, and Montagu will be the new owners.

That’s news. While Montagu’s interest has been widely trailed, the involvement of ParentPay had not previously trickled into the public domain. Here’s what I think it means for the sector:

1. The CMA are going to be busy

Capita has history when it comes to justifying its size and business practices to regulatory authorities. In 2003, following a protracted legal dispute with Bromcom, SIMS managed to escape intervention from the authorities by making “voluntary assurances” that they would encourage third parties to interface with its product. This led to them developing APIs that were accessible to all to be able to access the data held within SIMS, on the basis that this would facilitate a health market, including competition with SIMS and its various modules.

SIMS may have lost a little market share since then, but not a tonne, and when you combine them with ParentPay (who also own the popular “SchoolComms” product), you end up with leading MIS, payments and comms solutions all under one roof. You’d expect some of their competitors to object to that, so I anticipate the CMA getting calls.

2. This deal isn’t necessarily about creating value by cross-selling products...

Typically when deals like this are engineered, there’s a rationale for increasing enterprise value by cross-selling across client lists, or making products stronger by having them under one roof. I think this is perhaps less likely here than normal though: both groups already work with a majority of UK schools, so I can’t imagine there are many customers of one who haven’t heard of the other! Equally, ParentPay and SchoolComms already have tidy SIMS integrations, so I don’t see that much room for product enhancements by being under the same roof. I guess international expansion could be an area for cross-selling, but even then it’s a stretch: ParentPay have traction in Germany and the Netherlands, and it’s not easy to move a MIS into a territory that speaks a different language. 

Indeed, there’s even a case for some value destruction, since SIMS have competing products (SIMS Pay and SIMS InTouch). One rationale for buying SIMS might have been “upsell bolt-ons like SIMS Pay and SIMS InTouch more aggressively to increase average revenue per customer”, but you'd imagine that’s off the table now SIMS is under the same roof as ParentPay and SchoolComms, since they’re the main business you’d be trying to win customers from! 

3. ...But management may be a major motivator for the merger.

ESS has lost a lot of people over the last couple of years. A bunch of the former SIMS team have ended up at Juniper; others have drifted off into other sectors. That creates a problem for the buyer: how do you ensure that there’s high quality management across the business? To be clear, I’m sure there are plenty of capable people at ESS; but it’s hard to hire when your parent company is cash-strapped and the future of a division is uncertain, so my default assumption is that there will also be gaps in key roles. 

ParentPay, on the other hand, has a reputation for competent management and savvy use of private capital to support expansion alongside organic growth. This Megabuyte article helpfully describes the the key acquisitions made with the backing of Lloyds in 2017 and 2018. Management has been further bolstered during 2020, with longstanding CEO Clint Wilson moving to be Group Corporate Development Director and Mark Brant (ex-PayPal) joining as Managing Director. 

What’s more, you’d assume that Local Authority support units (who could play a make-or-break role in SIMS’s future) will already have relationships with the ParentPay team and so the familiarity and capacity they offer to oversee both relationships could be very appealing to the new owners.

4. There’s more to MIS than ever before.

A surprisingly hard question to answer is: what is a school MIS? For sure, it’s where you manage your student and staff records, and track attendance and exclusions. For English state schools it’s also how you submit your school census return. For secondaries it’s where you store your Exams data. 

Beyond that though, the picture is fuzzier. There is a large bunch of functionality that is frequently purchased by schools, and which is at the very least MIS-adjacent. Timetabling, ePayments, comms, assessment and behaviour all fit into the category of modules where the MIS competes for market share with third party vendors. Safeguarding, finance and HR have historically been further away from the MIS, but they’re getting closer, with MIS vendors starting to release solid solutions in these areas.

So I think a big macro story of 2020 is that the owners of all the main MIS now see the addressable market in the broadest possible way. The six main vendors are Montagu (owners of SIMS), The Key (owners of ScholarPack and Arbor), RM, Bromcom, Juniper (owners of Pupil Asset, now rebranded as Horizons) and IRIS (owners of iSAMS). All of them have a strategy that combines selling a core MIS alongside modules covering an ever-expanding array of extended functionality. 

That wasn’t a given five years ago: ScholarPack originally grew fast because they were simple, and didn’t try to do too much; and Arbor’s early strategy involved promoting their read-write API and the community of apps it enabled. So there was a point when I thought that a Salesforce-like ecosystem would emerge, with MIS vendors sticking to core functionality and best-of-breed partners doing the rest. I guess that’s partly happened - there are more bolt-ons out there than ever - but it no longer looks like the MIS vendors’ preferred model. From now on, assume that if there’s a popular module to be offered, the MIS vendors want to sell it to you.

5. Capita won’t be overjoyed about the price - but market watchers aren’t surprised.

When Capita announced the proposed sale of SIMS, they were reportedly after a valuation of £500m+. Instead, they’re having to make do with £355-400m. This breaks down as £298m on competition, £57m of liabilities transferring, and £45m extra if the tie-up with ParentPay gains approval. 

Now, since none of us get to see the magic spreadsheet that arrives at this valuation, it’s hard to speculate on whether it’s a good deal for the buyer or seller, but what it is possible to say based on Capita’s own statements is that when they embarked upon the process they hoped for a better outcome than 7-8 times trailing earnings. (As I mentioned in my previous blog on the SIMS sale, ESS had profits of around £50m in the most recent reported financial year).

Why has this happened? My guess is that it was becoming harder and harder to spin a “growth” story for SIMS. As I’ve blogged about previously, SIMS has seen increasing declines in market share in recent years. There’s not been any dramatic freefall, but still, churn in English state schools has risen from 0.1% in 2012 to 3.6% by the end of 2019, and the imminent 2020 data is unlikely to offer much reassurance. The rollout of SIMS 8 (the cloud version of the product) has also been slow going, and so without being able to point to strong numbers in that new cloud business, it must be hard to paint a very rosy picture of SIMS’s future without considerable management attention. 

6. Schools will be hoping for improved execution on SIMS’s strategy.

I don’t think it’s controversial to say that there has been some frustration amongst school MIS commissioners with SIMS’s strategy in recent years. The frequently-delayed move to the cloud has impacted on the trust that is afforded to them by their customers. High turnover of school account managers also hasn’t helped. So the new owners of SIMS need to get their strategy right to meet the needs of their customers, and deliver on their commitments. 

The change of ownership also presents an opportunity for SIMS to reconsider the LA-focused business model that served them so well for so long, but which needs updating to reflect changes in the market. Increased appeal to MATs should be a part of this, and getting that right requires tailored functionality; not just relationship building.

7. Private equity deals have unintentionally funny names.

Look, I know this isn’t the main point here, but the “Tiger UK Bidco Limited” bit of the press release made me smile. I mean I get it: it’s a vehicle set up to facilitate a transition prior to the hoped-for ParentPay merger; but still, it’s fun to speculate as to what the new name means for SIMS staff. Will they have to call customers to say “Hi, we’re delighted to tell you that SIMS is being bought by Tiger UK Bidco Limited (new structure pending)?” Will they get Tiger UK Bidco Limited added to their business cards until ParentPay join the fold, perhaps alongside a hastily-designed wild cat logo? Will they call their HQ the Hot TUB? (Please tell me they’re calling their HQ the Hot TUB.) I shall be tracking future developments in this area with particularly keen interest.