Human Capital Management Q1 2021 Industry Overview H O U L I HAN L O K E Y | T E C H N O L O G Y, M E D I A & T E L E C O M G R O U P Table of Contents Page 1. Human Capital Management Market Overview 3 2. Houlihan Lokey Firm Overview 15 2 Page 1. Human Capital Management Market Overview 3 2. Houlihan Lokey Firm Overview 15 Current Market Conditions for SaaS and Human Capital Management (HCM) Broad SaaS and HCM markets have benefited from recent market tailwinds, with median multiples up from 2020 and YoY SaaS and HCM SaaS trading multiples were up significantly at the end of the HCM trading has also enjoyed an increase during the Comps— quarter macro market uncertainty Q1 2021 Median SaaS was 11.5x revenue at the end of Q1 2021 Median HCM was 5.9x revenue at the end of Q1 2021 Update(1) Median SaaS was 6.9x revenue at the end of Q1 2020 Median HCM was 3.9x revenue at the end of Q1 2020 Substantial Large strategics and financial sponsors continue to actively look for acquisition and investment opportunities Economic Private equity funds have record levels of dry powder, with The number of special purpose acquisition companies Recovery total assets under management expected to reach $5.8 trillion (SPACs) has also increased greatly, with March 2021 YTD Creates Great by 2025 issuances already exceeding 2020 proceeds, with $97.1 Appetite for Many private equity firms have recently closed large funds billion raised in 298 IPOs Deploying with active mandates and timelines to invest Many private equity firms are actively looking for new More Capital Many private equity portfolio companies have enjoyed a few investment opportunities in familiar industries/companies quarters of recovery, allowing investors to focus on deploying and are pursuing aggressive roll-up strategies for their more capital portfolio companies Billions of dollars of cash are on public company balance sheets As the post-COVID-19 economic recovery becomes Both strategic buyers and investors continue to be aggressive increasingly clear, executives are eager to launch new on timeline and valuation for high-quality assets processes and take advantage of the robust deal market dynamics Robust Deal With deal flow accelerating, investors are increasingly selective about the deals they consider Dynamics in a Investors have seen increased deal volume, and they expect Companies with high revenue visibility, strong unit Post-Recovery these levels to continue through 2021 economics, differentiated competitive positioning, and Environment With large deal pipelines, investors are narrowing their focus demonstrated financial model discipline are poised to enjoy to opportunities where they have strong conviction and areas these competitive market conditions where they have competitive angles/differentiation Investors are aware of the behavioral shifts and changing Competitive market dynamics are encouraging buyers and market dynamics created by COVID-19, with many of these investors to move quickly and aggressively on high-quality shifts resulting in a more dynamic workforce. Investors assets understand the increasing need for HCM software that can Deal processes will look to remain flexible as buyers/investors help manage these new circumstances, driving continued look to be aggressive in processes, run diligence processes enthusiasm for investing in HCM assets remotely, and adjust to evolving macro climates Sources: 451 Research, Deloitte, S&P Capital IQ. (1) Public equities trading multiples and growth based on 2021E figures. Data from S&P Capital IQ and SPACInsider as of March 31, 2021. 4 Macro Market Snapshot EV/NTM Revenue by Index Share Price Weighted by Market Cap 18.0x SaaS HCM S&P 500 NASDAQ 140.0% SaaS HCM S&P 500 NASDAQ 16.0x 120.0% 14.0x 12.9x 100.0% 12.0x 80.0% 83.1% 10.0x 72.0% 60.0% 8.0x 53.7% 40.0% 43.1% 6.0x 4.3x 20.0% 4.0x 3.9x 2.0x 3.0x 0.0% 0.0x (20.0%) Valuation Remains Closely Tied to Revenue Growth(1) Rule of 40: Premium on Growth + Profitability(1) 22.3x 21.6x 17.6x 12.8x 14.0x 17.3x 11.5x 12.8x 11.4x 11.4x 9.2x 11.9x 7.4x EV/2021E Revenue 9.4x EV/2021E Revenue 6.6x 6.6x 6.7x 5.1x 4.8x 8.6x 9.4x 7.0x 8.3x 6.2x 3.5x 4.7x 5.9x 3.3x 3.5x 3.7x 4.1x 2.4x <20% >20% <20% >20% <20% >20% <20% >20% <40% >40% <40% >40% <40% >40% <40% >40% HCM Q1 2020(2) HCM Q1 2021(2) SaaS Q1 2020(3) SaaS Q1 2021(3) HCM Q1 2020(2) HCM Q1 2021(2) SaaS Q1 2020(3) SaaS Q1 2021(3) Source: S&P Capital IQ. Data as of March 31, 2021. (1) Ranges shown indicate median through top-quartile EV/2021E revenue. (2) HCM Index comprises companies shown on company benchmarking charts in the following pages. (3) SaaS Index comprises an aggregate sample set of SaaS companies. 5 New Emerging Challengers Leaders Representative HCM Landscape Sourcing Recruitment Marketing Talent Acquisition Talent Assessments Applicant Tracking Hiring Tools Onboarding Payroll HRIS Core HR Workforce Management Contingent Labor Compensation and Benefits Performance and Management Talent Succession Learning Employee Engagement Talent 6 Analytics Large and Growing Market With Massive TAM The HCM market is forecasted to grow at nearly 10% annually until 2024, driven in large part by the growth in overall enterprise SaaS and cloud software and the consistent need for operational efficiency in the evolving HCM roles HCM Growth SaaS and Cloud Services Forecast $ in Billions $ in Billions Cloud Services SaaS $570.0 $494.2 $26.5 $423.8 $219.5 $24.2 $22.0 $193.3 $20.1 $340.4 $18.3 $167.1 $16.7 $281.7 $258.4 $137.8 $116.9 $109.5 $350.4 $300.9 $256.7 $202.6 $148.9 $164.8 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 Estimated $26.5 billion in total revenue by 2024, driven by: Overall enterprise software growth has been driven by the proliferation of SaaS and hybrid cloud models in the last decade Enterprises embracing HCM technology for workforce management as platforms become better at tracking employees, Organizations are seeking simpler, more flexible and economic monitoring productivity, and ensuring their well-being ways to move and manage workloads across environments Emergence of artificial intelligence in automating HR processes, Cloud deployments have become a proven success, intelligently recommending candidates, and streamlining the prompting many organizations to begin shifting their recruiting process applications to the cloud Talent management and employee engagement platforms evolving to meet changing COVID-19 climate dynamics and the continuing growth of gig economy labor Sources: Statista, Gartner. 7 Historical HCM M&A Summary HCM M&A Transaction Summary (2016 – March 2021 YTD) Aggregate Enterprise Value ($M) Deal Volume $15,000 81 90 $14,000 80 $13,000 $12,000 70 $11,000 $10,000 49 60 $9,000 50 $8,000 37 $7,000 40 $6,000 29 $5,000 21 30 $4,000 13 20 $3,000 $2,000 10 $1,000 $41,928 $4,614 $2,914 $16,274 $10,883 $2,084 $0 0 2016 2017 2018 2019 2020 2021 HCM M&A Transaction by Subsector (2016 – March 2021 YTD) Deal Volume Average EV/Revenue Average EV/EBITDA 60 50.0x 40.0x 30.8x 40 30.0x 19.2x 14.9x 20.0x 20 11.2x 9.0x 7.6x 10.0x 3.6x 2.8x 4.9x 4.9x 2.5x 2.5x 1.9x 2.1x 3.4x 2.4x 2.9x 0.0x 0 0.0x Workforce Learning Compensation Payroll Applicant Talent Performance Hiring Tools Sourcing Contingent Employee Onboarding Assessments HRIS Recruitment Management and Benefits Tracking Analytics and Labor Engagement Marketing Succession No. of Deals 40 26 20 16 7 8 12 25 11 4 16 2 13 19 17 Aggregate EV $14,482 $8,332 $3,965 $5,645 $33 $73 $832 $205 $517 $0 $717 $0 $3,773 $6,648 $28,305 ($M) Sources: S&P Capital IQ, 451 Research, and Kognetics as of March 31, 2021. Notes: Includes transactions with undisclosed financial terms. Transactions may fall into more than one indicator. NA or data not included if data isn’t publicly available or EV/revenue or EV/EBITDA is greater than 50x. 8 Historical M&A: Select Strategic Transactions HCM M&A Transaction by Subsector (2016 – March 2021 YTD) Sourcing Recruitment Assessments Applicant Hiring Tools Onboarding Payroll HRIS Workforce Contingent Comp and Performance Learning Employee Talent Marketing Tracking Management Labor Benefits and Engagement Analytics Succession Deal Volume 11 17 13 7 25 2 16 19 40 4 20 12 26 16 8 $517 $28,305 $3,773 $33 $205 $0 $5,645 $6,648 $14,482 $0 $3,965 $832 $8,332 $717 $73 Aggregate ($M) EV Engage Sterling Mercer Randstad Microsoft PSI Snagajob 2Excel ADP ECI Kronos Adecco Saba Talentsoft Blackhawk Workday Monster Sage IQ Navigator CareerBuilder Saba Workday Aon Indeed PSI Infor Equifax Visma AS Roper ShiftHub Ultimate Figaro Saba HealthEquity Learning Deloitte Indeed Classifieds Gartner Adecco Sterling NGA Ultimate ADP ADP Visma Tech. CEB Cornerstone Xing Bullhorn GIS Workday Stone Point Culture Amp PeopleAdmin YouEarnedIt OnDemand CEB Recruit Intuit Kronos Intuit Medix Staffing PIXID WorkJam Medical Mutual PowerSchool Intertek LinkedIn WayUp ADP iCIMs ADP Access Group Ascentis Workforce Logiq Learning Healthcare Bullhorn Securian Financial ATS Bullhorn John Wiley Visma Ultimate Paycor Tech. Services Pay Asia Montage Cornerstone Marlin Paycor Perceptyx iCIMS PSI Shaker iSolved Access Group Salesforce OnDemand Advance HealthEquity Perceptyx StepStone Capp & Co Entelo Iris TriNet Zebra Publications Cornerstone Achievers Symphony PSI Bullhorn SilverLake Helmes OnDemand PageUp Criteria Circa Spi Global Paylocity Veriforce Modern Hire Exact Pluralsight Collegis Mitratech Ceridian Education OutMatch Indeed Sources: S&P Capital IQ, 451 Research, and Kognetics as of March 31, 2021.