TECHNOLOGY & BUSINESS SERVICES - STRATEGIC MARKET INSIGHTS Q2 2020 REPORT - G2 Capital Advisors

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TECHNOLOGY &
BUSINESS SERVICES

      STRATEGIC MARKET INSIGHTS
                    Q2 2020 REPORT
Technology & Business Services
Industry / Market Insights

G2 is seeing a resurgence in M&A activity and a cautious return and stabilization within the
credit markets as equity sponsors and lenders alike are moving past portfolio triage and
looking for opportunities to deploy pent-up capital. In this Newsletter, we will demonstrate the
recent impacts on key Technology & Business Services sectors and how the related M&A
market has performed in the 2nd quarter of 2020.

        >> E-Commerce> Real Estate Technology & Services
Technology & Business Services
Industry / Market Insights (Cont.)

       >> Human Capital Management> IT Managed Services
Technology & Business Services
Industry / Market Insights (Cont.)

       >> IT Consulting
Technology & Business Services
            Technology & Business Services Transactions
            Several notable transactions have been completed or announced in the Technology &
            Business Services industries through Q2 2020. G2 has outlined select transactions below.

      § ICS acquired Brightworks Computer Consulting (4/8/2020) – ICS, a managed IT services
        provider, acquired Brightworks, a provider of system designing & consulting, system
        networking, and security systems, for an undisclosed amount.
      § Cornerstone OnDemand acquired Saba Software (4/22/2020) – Cornerstone OnDemand, a
        cloud-based talent management platform, acquired Saba Software, a provider of cloud-based,
        intelligent talent management systems, for $1.3B.
      § Saalex Information Technology acquired Valeo Networks (4/23/2020) – Saalex
        Information Technology, a full-service IT company, acquired Valeo, a provider of IT consulting
        services, for an undisclosed amount.
      § Assurance Software acquired Avalution Consulting (4/28/2020) – Assurance Software,
        the largest provider of business continuity management software and services, acquired
        Avalution Consulting, a provider of business continuity solutions, for an undisclosed amount.
      § Accenture acquired Kates Kesler (05/06/2020) – Accenture, a leading global professional
        services company, has acquired Kates Kesler, an organization design consultancy helping
        companies execute their growth strategies, for an undisclosed amount.
      § Zoom acquired Keybase (05/07/2020) – Zoom, the leader in modern enterprise video
        communications, acquired Keybase, a startup with encryption expertise, for an undisclosed
        amount.
      § APC Holding acquired Sequential Technology International (5/11/2020) – APC Holdings,
        a private investment and corporate development firm, acquired Sequential Technology
        International, a provider of consulting services, for an undisclosed amount.
      § Atlassian acquired Halp (05/12/2020) – Atlassian, a provider of software development and
        collaboration tools, has acquired Halp, which creates help desk ticketing tools inside Slack, for
        an undisclosed amount.
      § The Acacia Group and Parabellum Capital acquired Column Technologies (5/15/2020) –
        Private equity firms The Acacia Group and Parabellum Capital acquired Collumn
        Technologies, a provider of technology consulting systems, for an undisclosed amount.
      § Facebook acquired Giphy (05/15/2020) – Facebook, the social media conglomerate, has
        acquired Giphy, a database and search engine for short looping videos known as “GIFs”, for
        $400MM.
      § Cisco acquired ThousandEyes (05/28/2020) – Cisco, a provider of networking, security, and
        collaboration products, announced its intent to acquire ThousandEyes, a cloud-based network
        intelligence specialist, for ~$1B.
      § Worldwide Facilities acquired Strategic Underwriting Solutions (6/10/2020) – Worldwide
        Facilities, a wholesale insurance brokerage firm, acquired Strategic Underwriting Solutions, a
        provider of customized stop-loss insurance coverage, for an undisclosed sum.

Source: S&P Capital IQ

                                                                                       www.g2cap.com        5
Technology & Business Services
            Technology & Business Services Transactions
            Several notable transactions have been completed or announced in the Technology &
            Business Services industries through Q2 2020. G2 has outlined select transactions below.

      § Just Eat Takeaway.com acquired Grubhub (6/10/2020) – Takeaway.com, a Dutch company
        specialized in online food ordering and home delivery, acquired Grubhub, a leading online and
        mobile prepared food ordering and delivery platform, for $7.3B.
      § Cognizant Technology Solutions acquired Collaborative Solutions (6/12/2020) –
        Cognizant Technology Solutions, a global IT services provider, acquired Collaborative
        Solutions, a provider of cloud-based business consultancy, for $385MM.
      § Accenture acquired Sentelis (06/15/2020) – Accenture, a leading global professional
        services company, announced its intent to acquire Sentelis, a data consulting and engineering
        company, for an undisclosed amount.
      § Mastercard acquired Fincity (06/23/2020) – Mastercard, a global payments technology
        company, announced its intent to acquire Finicity, a leading North American provider of real-
        time access to financial data and insights, for $825MM.
      § Amazon acquired Zoox (06/26/2020) – Amazon, a cloud computing giant and the largest
        American e-commerce company, has acquired Zoox, self-driving startup, for ~$1B.
      § OJO Labs acquired Movoto (06/30/2020) – OJO Labs, a provider of personalized property
        recommendations and insights, has acquired Movoto, a residential real estate search site with
        nearly 24MM monthly visits, for an undisclosed amount.
      § Lululemon acquired Mirror (06/30/2020) – Lululemon, an athletic apparel retailer, has
        announced its intent to acquire Mirror, a maker of digital workout displays, for $500MM.
      § Google acquired North (06/30/2020) – Google, the leading internet-related services provider,
        acquired North, a maker of augmented reality (AR) interfaces and smart glasses, for
        ~$180MM.
      § USI Insurance Services acquired Associated Benefits and Risk Consulting (6/30/2020) –
        USI, a provider of middle-market insurance brokerage services, acquired Associated Benefits
        and Risk Consulting, a human resources consulting firm, for $265.8MM.
      § Zynga acquired Peak (7/1/2020) – Zynga, a platform that operates social games and
        networking sites, acquired Peak, a developer of online card and puzzle games, for $1.9B.
      § Uber acquired Postmates (07/06/2020) – Uber, the leading rideshare and delivery services
        provider, has acquired Postmates, a food delivery provider, for ~$2.7B.
      § DocuSign acquired Liveoak Technologies (07/07/2020) – DocuSign, a provider of digital
        transaction management services, acquired Liveoak Technologies, a virtual customer
        engagement and business platform, for $38MM.

Source: S&P Capital IQ

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Technology & Business Services
                     Public Trading EV/EBITDA Performance
                     Overall valuations across the sub-sectors rebounded significantly since the 33% Covid-19
                     driven decline between February and March, with a 39% increase between April and June.

                                                                        Q2 2020 EV / LTM Revenue by Sub-Sector

 14.0x
                                   12.1x
 12.0x                                                                           11.5x

 10.0x

  8.0x

  6.0x                                                                                                                                                                        Average: 5.5x

  4.0x

                                                                                                                           1.8x
  2.0x                                                                                                                                                1.4x
                                                                                                                                                                                            0.5x
  0.0x
                Real Estate Technology                                   E-Comme rce                                   IT Consulting        IT Managed Services                 Human Capital
                      & Services                                                                                                                                                Ma nagement

                 LTM EV/EBITDA Performance                                                                                             YTD 2020 EV/EBITDA Performance
20%                                                                                                                           20%
15%                                                                                                                                                                                                    30
                                                                                                                              15%                                                                    6/
                                                                                                                                                                                                 –
10%                                                                                                                                                                                          1
                                                                                                                              10%                                                          4/
                                                                                                                                                                                       m
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                                                                                                                                  0%                                    in
-5%                                                                                                                                                                 %
                                                                                                                              -5%                                 39
-10%
-15%                                                                                                                         -10%
-20%                                                                                                                         -15%
-25%                                                                                                                         -20%
-30%
                                                                                                                             -25%
                                                                        Feb-20
                                                               Jan-20

                                                                                                              Jun-20
       Jul-19

                                                                                                    Ma y-20
                 Aug-19

                          Sep-19

                                             Nov-19
                                                      Dec-19
                                    Oct-19

                                                                                           Apr-20
                                                                                 Ma r-20

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                                                                                                                                       1/1 1/21 2/10 3/1 3/21 4/10 4/30 5/20 6/9 6/29

                                                                        TBS EV/EBITDA                                              S&P 500 EV/EBITDA
                                                                                                                                               Data sourced from S&P Capital IQ as of trading on June 30, 2020

                                                                                                                                                                         www.g2cap.com                      7
Technology & Business Services
                     Public Trading EV/EBITDA Performance by Segment
                     While sectors saw declines at the onset of COVID-19, they have since rebounded, with the E-
                     Commerce and Real Estate Technology & Services sectors trending positively on an LTM basis.

                               E-Commerce                                  Real Estate Technology & Services
50%                                                              25%
40%                                                              20%
                                                                 15%
30%
                                                                 10%
20%                                                               5%
10%                                                               0%
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-30%                                                            -25%
           20

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20%                                                              20%

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                                                                                                    LTM Rev. EBITDA LTM EV/EBITDA
                  Human Capital Management                                                           Growth  Margin  Performance
20%                                                            E-Commerce                                11%      5%     37%
                                                               Real Estate Technology                                                       15%
10%                                                                                                         19%             28%
                                                               & Services
 0%                                                            IT Managed Services                                                         -14%
                                                                                                              6%            12%
-10%                                                           IT Consulting                                  4%            15%            -13%
-20%                                                           Human Capital
                                                                                                             -1%              6%           -19%
-30%                                                           Management
-40%
                                                               S&P 500                                        3%            18%             7%
-50%
                                20

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              9

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              TBS EV/EBITDA             S&P 500 EV/EBITDA                                 Data sourced from S&P Capital IQ as of trading on June 30, 2020

                                                                                                                    www.g2cap.com                 8
Technology & Business Services
               Public Trading Metrics by Sector

                                  Enterprise         Share          LTM Rev.            LTM Margins                           TEV / LTM:

Company Name                  Value ($mils) Stock Price              Growth          EBITDA          EBIT        Revenue EBITDA                 EBIT

E-Commerce
Amazon.com, Inc.              $     1,404,892 $ 2,758.82                  17.5%          12.2%           4.7%           4.7x         34.2x        101.4x
Shopify Inc.                  $       111,083 $         949.20            33.3%          (7.7%)        (9.8%)          64.3x            NM            NM
eBay Inc.                     $        41,620 $          52.45              1.3%         28.5%         22.3%            3.9x         12.6x          17.3x
Wix.com Ltd.                  $        12,924 $         256.22            18.1%          (9.1%)      (11.3%)           16.1x            NM            NM
Kinaxis Inc.                  $          3,550 $        142.66            21.8%          19.3%         15.5%           17.2x         80.9x        110.6x
Pitney Bowes Inc.             $          2,556 $           2.60             2.5%         11.6%           6.6%           0.8x           5.7x         12.1x
SPS Commerce, Inc.            $          2,432 $         75.12              8.7%         20.8%         14.9%            8.5x         37.1x          57.1x
Yext, Inc.                    $          1,838 $         16.61            28.2%        (39.2%)       (41.0%)            5.8x            NM            NM
InnerWorkings, Inc.           $             233 $          1.32             3.2%           3.3%          2.8%           0.2x           4.5x          7.3x
PFSweb, Inc.                  $             196 $          6.68           (3.2%)           4.9%          0.8%           0.8x           7.4x       100.2x
Park City Group, Inc.         $              71 $          4.23         (10.6%)          10.4%           6.8%           3.8x         36.3x          55.7x

Average                       $       143,763 $         387.81            11.0%            5.0%          1.1%          11.5x         27.3x         57.7x

Real Estate Technology &
Services
CoStar Group, Inc.            $        26,689 $         710.67            13.1%          29.5%         23.6%           18.2x         57.9x          77.2x
Black Knight, Inc.            $        12,895 $          72.56              3.5%         33.9%         25.8%           10.9x         37.2x          51.5x
Zillow Group, Inc.            $        12,437 $          57.48            93.8%          (5.1%)        (7.4%)           3.6x            NM            NM
REA Group Limited             $          9,977 $         74.48            (3.0%)         47.8%         46.0%           15.9x         34.2x          35.5x
RealPage, Inc.                $          7,534 $         65.01            10.8%          16.9%           9.5%           7.3x         39.9x          77.1x
CoreLogic, Inc.               $          7,004 $         67.22              3.2%         23.2%         14.9%            3.9x         16.0x          26.2x
Rightmove plc                 $          5,852 $           6.76             7.5%         74.5%         74.0%           16.3x         21.8x          22.1x
AppFolio, Inc.                $          5,642 $        162.71            22.7%            6.6%          3.4%          20.8x       245.5x             NM

Average                       $        11,004 $         152.11            18.9%          28.4%         23.7%           12.1x         64.6x         48.3x

IT Managed Services
Accenture plc                 $       134,139 $         214.72              4.4%         16.2%         14.7%            3.0x         16.5x          20.5x
Capgemini SE                  $        21,245 $         114.73              1.4%         12.8%         10.9%            1.3x          9.1x          12.3x
DXC Technology Company        $        12,345 $          16.50            (3.9%)         17.1%           8.5%           0.6x           3.0x          7.4x
Insight Enterprises, Inc.     $          2,761 $         49.20            16.7%            3.8%          3.1%           0.3x           8.0x         10.8x
Virtusa Corporation           $          1,346 $         32.47              3.6%           8.5%          6.1%           1.0x         10.7x          16.9x
Perficient, Inc.              $          1,312 $         35.78              8.6%         14.0%         10.5%            2.3x         14.3x          21.7x
Rimini Street, Inc.           $             448 $          5.15           10.7%            8.7%          8.1%           1.5x         17.6x          19.0x

Average                       $        24,799 $          66.94              5.9%         11.6%           8.8%           1.4x         11.3x         15.5x

                                     Data sourced from S&P Capital IQ as of trading on June 30, 2020. Size figures in Millions USD (converted where necessary)

                                                                                                                         www.g2cap.com                 9
Technology & Business Services
              Public Trading Metrics by Sector (Cont.)

                                      Enterprise         Share          LTM Rev.            LTM Margins                           TEV / LTM:

Company Name                      Value ($MM) Stock Price                Growth          EBITDA          EBIT        Revenue EBITDA                 EBIT

IT Consulting
Accenture plc                     $       134,139 $         214.72              4.4%         16.2%         14.7%            3.0x         16.5x          20.5x
Infosys Limited                   $        38,879 $            9.74             5.6%         23.9%         21.3%            3.1x         12.4x          14.3x
Cognizant Technology Solutions    $        29,833 $          56.82              2.7%         20.1%         17.1%            1.8x           8.3x         10.6x
Capgemini SE                      $        21,245 $               -             1.4%         12.8%         10.9%            1.3x           9.1x         12.3x
CGI Inc.                          $        19,054 $          62.88            (5.3%)         17.6%         15.4%            2.1x         11.2x          13.7x
Wipro Limited                     $        13,439 $            3.31           (5.8%)         19.1%         16.6%            1.7x           8.3x         10.0x
DXC Technology Company            $        12,345 $          16.50            (3.9%)         17.1%           8.5%           0.6x           3.0x          7.4x
Genpact Limited                   $          8,489 $         36.52            11.0%          15.1%         11.7%            2.3x         13.5x          19.9x
TTEC Holdings, Inc.               $          2,596 $         46.56              7.0%         12.4%           8.2%           1.5x           9.9x         18.9x
Virtusa Corporation               $          1,346 $         32.47              3.6%           8.5%          6.1%           1.0x         10.7x          16.9x
Huron Consulting Group Inc.       $          1,333 $         44.25              7.9%         11.8%           8.5%           1.5x         11.2x          17.6x
Perficient, Inc.                  $          1,312 $         35.78              8.6%         14.0%         10.5%            2.3x         14.3x          21.7x
Rimini Street, Inc.               $             448 $          5.15           10.7%            8.7%          8.1%           1.5x         17.6x          19.0x
The Hackett Group, Inc.           $             392 $        13.54              1.4%         15.3%         13.7%            1.5x           9.1x         10.9x

Average                           $        20,346 $          41.30              3.5%         15.2%         12.2%            1.8x         11.1x         15.3x

Human Capital Management
Randstad N.V.                     $          9,807 $         44.63            (5.1%)           4.1%          3.3%           0.4x           7.5x         11.3x
Adecco Group AG                   $          8,581 $         46.95            (6.6%)           4.6%          4.0%           0.3x           5.9x          8.2x
Robert Half International Inc.    $          5,986 $         52.83              3.0%         11.0%           9.9%           1.0x           8.0x          9.9x
ASGN Inc.                         $          4,604 $         66.68              6.9%         10.4%           8.1%           1.2x         10.1x          14.2x
ManpowerGroup Inc.                $          4,384 $         68.75            (3.7%)           3.6%          3.2%           0.2x           4.8x          6.6x
Hays plc                          $          2,738 $           1.47             5.4%           3.9%          3.6%           0.4x           8.4x          9.9x
Conduent Inc.                     $          2,214 $           2.39         (10.2%)          10.6%           0.0%           0.5x           3.6x           NM
PageGroup plc                     $          1,531 $           4.68             6.5%           9.5%          8.9%           0.7x           6.4x          8.4x
Kforce Inc.                       $             696 $        29.25              2.5%           6.1%          5.8%           0.5x           7.7x          9.0x
Kelly Services, Inc.              $             663 $        15.82            (5.0%)           2.1%          1.5%           0.1x           4.7x          8.8x
TrueBlue, Inc.                    $             600 $        15.27            (6.5%)           4.1%          2.5%           0.3x           4.8x         10.2x
Barrett Business Services, Inc.   $             337 $        53.13              1.0%           5.6%          5.2%           0.4x           5.4x          6.9x
BG Staffing, Inc.                 $             170 $        11.32              2.7%           8.1%          6.5%           0.6x           6.4x          8.8x
Volt Information Sciences, Inc.   $             106 $          1.29         (10.8%)          (0.4%)        (1.3%)           0.1x         17.2x            NM
Computer Task Group, Inc.         $              62 $          4.03             0.7%           2.9%          2.1%           0.2x           3.5x          7.6x

Average                           $          2,832 $         27.90            (1.3%)           5.7%          4.2%           0.5x           6.9x          9.2x

                                         Data sourced from S&P Capital IQ as of trading on June 30, 2020. Size figures in Millions USD (converted where necessary)

                                                                                                                             www.g2cap.com                10
Technology & Business Services
      Selected Ongoing G2 Projects
      G2 has a robust backlog of mandates ranging across its sell-side, buy-side, capital
      markets, and restructuring service offerings.

 Project Sapphire       § Project Sapphire – G2 is currently advising on the financing process of a leading
                           technology solutions provider serving some of the largest telecommunications
     Financing             companies worldwide.
Technology Solutions

   Project Apex        § Project Apex – G2 is currently advising on the sale of a highly specialized Oracle
      Sell-Side           HCM Cloud implementation business serving large and mid-size companies across a
                          broad range of industries in the United States.
Cloud Consulting and
   Implementation

   Project Strike       § Project Strike – G2 is currently advising on the sale of a leading omnichannel
     Sell-Side             marketing services provider serving a blue chip client base across a number of industries
                           in the United States and Canada.
Technology-Enabled
     Services

  Project Swipe         § Project Swipe – G2 is currently advising a leading private equity-backed senior level
                           executive search and human capital management services firm. The Company offers
     Buy-Side              retained search, RPO on Demand for bulk hiring and project hiring needs, and licensing
  Executive Search         and usage of its products to improve internal hiring. G2 is providing pipeline support for
                           the Companies expansion into senior ranking F&A interim and fractional staffing.

Project Diamond         § Project Diamond – G2 is currently advising on the sale of a leading B2B marketing
     Sell-Side             and media services platform serving executive-level professionals in driving high-value
                           lead generation strategies through digital media and event offerings.
Technology-Enabled
     Services

  Project Fiesta        § Project Fiesta – G2 is currently advising a private equity backed event service
  Restructuring            provider offering rental products and equipment for corporate and social events.
 Business Process
   Outsourcing

Project Vancouver       § Project Vancouver – G2 is currently advising a private equity backed event service
  Restructuring            provider offering rental products and equipment for weddings, and corporate and social
                           events.
 Business Process
   Outsourcing

  Project Expo         § Project Expo – G2 is currently providing financial advisory services for a private
                          equity-backed technology rental and services company in support of the Company's
   Restructuring          evaluation of strategic alternatives.
Technology-Enabled
     Services

  Project Shop          § Project Shop – G2 is currently providing financial advisory services for a customer
   Restructuring           experience management business in support of the Company's evaluation of strategic
                           alternatives.
Customer Experience
    Management

                                                                                            www.g2cap.com         11
Reference
         Contact & Glossary of Terms

                                                       Jeffrey Unger, CEO
                                                       junger@g2cap.com
                                                          617.918.7929

            Matt Konkle, Sr. Managing Director                                 Bisma Ahmed, Senior Associate
                 Head of Industry Teams                                             bahmed@g2cap.com
                   mkonkle@g2cap.com                                                   512.888.1535
                      317.371.6608

          Term                                                            Definition

                         Total revenue from the sale of goods and services rendered during the reporting period, in normal course of
        Revenue         business, reduced by sales returns and allowances, and sales discounts. For banks, this item is defined as net
                                                          interest income after loan loss provisions

                        Earnings before interest, taxes, depreciation, and amortization. Calculated as Revenue – Expenses, excluding
        EBITDA
                                                         interest, taxes, depreciation and amortization

                             Market value of a company using most recently reported basic weighted average shares outstanding.
       Market Cap
                                Calculated as Market Price (as of period end) * Basic Weighted Average Shares Outstanding

                         Sum of the carrying values as of the balance sheet date of long-term debt with a maturity beyond one year or
    Long-Term Debt
                                                              the normal operating cycle, if longer

                         Net Debt shows the company’s overall debt situation by netting the value of debts with cash and other similar
        Net Debt
                               liquid assets. Calculated as Total Debt – Cash & Cash Equivalents and Short Term Investments

                        Enterprise Value represents the combined economic value of a company as of the most recent fiscal year end.
    Enterprise Value    Calculated as Diluted Market Capitalization + Total Debt + Minority Interest + Preferred Stock – Cash and Short
                                                                       Term investments

                          A valuation ratio of a company stock price compared to its per share earnings. Calculated as Market Price /
           P/E
                                                         Earnings per Share for the last annual period

  Tangible Book Value                            Total Shareholder’s Equity – Goodwill and Intangible Assets

                            For more information about G2, please visit: www.g2cap.com
        Our corporate headquarters is located at: 420 Boylston Street, Suite 302, Boston, MA 02116
                               Boston | Chicago | Indianapolis | Naples | San Francisco

The information included in this Presentation is not a complete analysis of all material facts regarding any company, industry,
or security and does not constitute investment advice. Opinions expressed or implied by the materials here presented reflect
only the judgement of its author as of the date of the Presentation and is subject to change without notice. The information in
this Presentation has been obtained from sources which G2 generally considers reliable, but we make no representation or
warranty, express or implied, as to the accuracy or completeness of any information herein. This Presentation has been
prepared for informational purposes only and upon the express understanding that it will be used only for the purposes set
forth in the Section captioned G2 Overview above. G2 expressly disclaims any and all liability which may be based on such
information, errors therein or omissions there from. Securities offered through Western International Securities, Inc. Member
FINRA & SiPC. G2 Securities and Western International Securities are separate and unaffiliated entities.

                                                                                                               www.g2cap.com              12
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