FOCUS SECTOR: SOFTWARE & TECHNOLOGY IT SERVICES INDUSTRY REPORT

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FOCUS SECTOR: SOFTWARE & TECHNOLOGY IT SERVICES INDUSTRY REPORT
FOCUS SECTOR: SOFTWARE & TECHNOLOGY
       IT SERVICES INDUSTRY REPORT
                                                                             MAY 2019

Bridgepoint Investment Banking is a division of Bridgepoint Holdings, LLC. Securities offered through an unaffiliated entity, M&A Securities Group, Inc., member FINRA/SIPC. This
                                     entity is not affiliated or associated with, authorized or sponsored by Bridgepoint Advisers Limited
IT SERVICES INDUSTRY REPORT
                                                                                                                                                           MAY 2019
                bridgepointib.com                                                                                                               BRIDGEPOINT INSIGHTS

            Valuations Create Attractive Window For Monetization

                                   EXECUTIVE SUMMARY                                                                         BIG PICTURE
                         Public IT Consulting firms’ median                                           IT Services company valuations and
                         valuation multiples are currently                                            earnings have seen consistent
                         trading at 13.4x, up 45.7% from the most                                     expansion with minimal cyclicality
                         recent cycle trough of 9.2x in October
                         2014                                                                         Private Equity Investment as a
                         According to Gartner, many                                                   percentage of IT Services M&A activity
                         enterprises lack necessary internal                                          increased at a 6.8% CAGR from 2015-2018
                         talent to continue driving adoption of
                         leading technologies at a time when IT                                       Cycle timing is critical to maximize
                         is growing in importance – indicating                                        transaction value. Recent Increase of 2.9x
                         that the IT consulting services industry                                     (25.2%) of public IT Services firms’ median
                         will grow by 4.7% in 2019 and 4.8% in                                        TEV / EBTIDA multiple indicates that now is
                         2020                                                                         an attractive time for businesses to
                         Global IT Services Revenues are                                              explore recapitalization strategies
                         expected to grow by 4.7% year over
                         year to $1.03 trillion in 2019                                               Bridgepoint Investment Banking advises
                                                                                                      IT Services firms owners seeking near-
                         According to IDC, project-oriented
                                                                                                      term liquidity or growth financing that it is
                         revenue grew by 5.2% in the first half of
                                                                                                      imperative to consider exploring
                         2018, led by third parties in the business
                         consulting and application                                                   monetization, financing and other
                         development space                                                            strategic options

                                                      IT Services Valuation Cycle
                                                                                TEV / EBITDA      TEV / Revenue
                       15.0x                                                                                                                                      2.00x
                                                       Current Median                    13.4x              1.48x
                                                       Historical Median                  11.5x             1.53x
                       14.0x                           Peak Median                      14.6x                1.81x
                                                                                                                                                                  1.90x
                                                       Trough Median                      9.2x              1.23x
                       13.0x                                                                                                                                      1.80x

                                                                                                                                                                              TEV / LTM REVENUE
    TEV / LTM EBITDA

                       12.0x                                                                                                                                      1.70x

                       11.0x                                                                                                                                      1.60x

                       10.0x                                                                                                                                      1.50x

                       9.0x                                                                                                                                       1.40x

                       8.0x                                                                                                                                       1.30x

                       7.0x                                                                                                                                       1.20x

                                TEV / EBITDA             Historical TEV/EBITDA                      TEV / Revenue                     Historical TEV/Revenue

Note: Composite composed of selected public comparable companies listed on page 3.
Source: Bridgepoint Investment Banking, Capital IQ, Deloitte, Equiteq, Gartner, IBISWorld, IDC
Bridgepoint Investment Banking is a division of Bridgepoint Holdings, LLC. Securities offered through an unaffiliated entity, M&A Securities Group, Inc., member FINRA/SIPC

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IT SERVICES INDUSTRY REPORT
                                                                                                                                  MAY 2019
        bridgepointib.com                                                                                              BRIDGEPOINT INSIGHTS

                                                              IT Services Spending
  $1,300.0                                                                                                                        $1,300.0

                                                                                                                       $1,200.0
  $1,200.0

                                                                                                            $1,079.0
   $1,100.0
                                                                                                 $1,030.0
                                                                                       $983.0
  $1,000.0
                                                                              $933.0
                                                           $900.0
    $900.0               $871.3          $865.8

    $800.0
                         2014              2015             2016              2017      2018       2019       2020       2021     2022
  Source: Gartner

                                                Key Business Considerations
                KEY IT SERVICES TRENDS                                                         VALUATION CONSIDERATIONS
                                                                                   The valuation market for IT Services Firms will likely
                Evolving Technologies Will Lead to
             Sustained IT Services Industry Growth
                                                                                    outpace the overall global market as the industry
                                                                                    continues to grow faster than GDP

                Many Enterprises Are Struggling To                                 Demand for IT Services Firms capable of developing
                                                                                    custom applications to support business processes
              Develop Custom Applications At The
                Rate Needed To Run Their Business                                   indicates sustained strong valuation tailwinds

            The Velocity of Technical Advancement                                  Firms that help clients implement the technologies
           Requires Enterprises To Engage Outside                                  requisite to remaining competitive and generate
               Expertise To Remain Competitive                                      recurring revenue will gain higher valuations

            Demand for Consultants Specializing in
                                                                                   IT Services Firms that can prove they have a mission
               Specific Areas Is Increasing                                        critical differentiated service will continue to see
                                                                                    strong valuations

                                                                                   Firms that provide a high touch value added services
               Shortage of IT Professionals Driving
            Investment In High Tech At a Premium
                                                                                    like transforming unstructured enterprise data into
                                                                                    insightful business data command high valuations

                                                                                   Firms that have a historical track record of higher
                 High Attrition Rates of Junior Staff
                Continues to Remain A Challenge
                                                                                    retention of junior talent will be attractive
                                                                                    acquisition targets

Source: Bridgepoint Investment Banking, Capital IQ, Gartner, IBISWorld, IDC
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IT SERVICES INDUSTRY REPORT
                                                                                                                                                                    MAY 2019
        bridgepointib.com                                                                                                                                BRIDGEPOINT INSIGHTS
                                                Selected Public Comparables
       ($ in millions, except per share data)                        4/20/2019      Equity         Enterprise          P/E            TEV / Revenue      TEV / EBITDA       TEV / EBIT
       Company Name                                    Country       Share Price    Value            Value             LTM                LTM                LTM              LTM
       Accenture plc                                    Ireland           $178.61   $113,923.3       $109,870.9              26.0x              2.69x              16.5x            18.0x
       Booz Allen Hamilton Holding Corporation       United States        $56.94      $7,976.3        $9,538.6               19.9x              1.45x              14.3x            15.9x
       CGI Inc.                                        Canada             $70.93       $19,411.1     $20,784.9                   -              2.39x              14.2x             16.1x
       Cognizant Technology Solutions                United States         $71.34    $40,612.2       $36,846.2               19.8x              2.29x               11.1x           13.0x
       DXC Technology Company                        United States        $64.58     $17,325.0       $22,744.0               10.8x              0.95x               4.1x             6.8x
       EPAM Systems, Inc.                            United States        $171.42     $9,287.1         $8,541.6            40.4x              4.63x                30.2x           34.8x
       Gartner, Inc.                                 United States        $157.20    $14,139.9        $16,265.2              118.2x             4.09x              26.7x           44.3x
       ICF International, Inc.                       United States         $75.18      $1,414.5        $1,603.2              23.6x              1.20x              13.3x             17.1x
       Infosys Limited                                   India             $10.33   $44,866.0         $41,095.1              20.5x              3.49x              13.8x            15.3x
       Insight Enterprises, Inc.                     United States         $57.12     $2,042.7         $2,401.1              12.6x              0.34x               8.7x             10.1x
       International Business Machines               United States        $140.33   $124,874.9       $161,874.9              14.8x              2.06x               9.3x            12.9x
       Leidos Holdings, Inc.                         United States        $65.25      $9,371.7        $12,206.7              17.2x              1.20x               11.6x           15.4x
       ManTech International Corporation             United States        $55.58      $2,215.2         $2,217.4              27.0x               1.13x             13.4x            19.7x
       Perficient, Inc.                              United States        $28.24        $931.3         $1,006.4              38.7x              2.02x              16.8x            25.4x
       RCM Technologies, Inc.                        United States         $4.06         $52.3            $79.3              18.5x              0.40x               9.3x             11.4x
       Science Applications International            United States         $73.01     $4,331.0         $6,221.0              23.5x              1.34x              17.5x            20.3x
       Unisys Corporation                            United States         $10.83      $560.6           $652.3                8.4x              0.23x               2.4x             2.8x
       Virtusa Corporation                           United States        $52.70      $1,576.8          $1,782.1           251.4x               1.48x              19.3x            27.0x
       Wipro Limited                                     India             $4.39    $24,640.8        $20,437.8                   -              2.42x              12.5x            14.7x
                                                                                                                   Total
                                                                                                                       P/E            TEV / Revenue      TEV / EBITDA       TEV / EBIT
                                                                                                           High            251.4x             4.63x             30.2x             44.3x

                                                                                                         Mean              40.7x                1.88x              13.9x            17.9x

                                                                                                       Median              20.5x                1.48x              13.4x            15.9x

                                                                                                             Low             8.4x             0.23x                2.4x             2.8x

                                     Selected Recent Industry Transactions
              Date Announced                                               Target                                                                Acquiror
                 04/30/2019                      Autodata Solutions Company                                           Thoma Bravo, LLC
                 04/26/2019                      Imex Systems Inc. (TSXV:IMEX)                                        NxGen Communications Corp.
                 04/24/2019                      Autopro Automation                                                   Fulcrum Automation Technologies
                 04/24/2019                      Adaptive Technologies Group                                          Cyemptive Technologies, Inc.
                 04/22/2019                      AZBS, Inc.                                                           NuMSP LLC
                 04/16/2019                      SeNet International                                                  Gaming Laboratories International
                 04/16/2019                      Midtown Technology Partners                                          Montra Solutions LLC
                 04/12/2019                      CellTuck, LLC                                                        Level 5 Advertising, LLC
                 04/10/2019                      Virteva LLC                                                          Crossfuze LLC
                 04/08/2019                      Enterprise Solutions Consulting                                      TMG Consulting, Inc.
                 04/05/2019                      MidCo Inc.                                                           FE Moran Security Solutions
                 04/03/2019                      Project One, Inc.                                                    Eliassen Group, LLC
                 03/27/2019                      Rural Sourcing, Inc.                                                 Bain Capital Private Equity, LP
                 03/26/2019                      Workforce Insight, LLC                                               Management Buyout
                 03/21/2019                      Essential Consulting LLC                                             Besler & Co., Inc.
                 03/18/2019                      Omni Resources, Inc.                                                 Saggezza Inc.
                 03/13/2019                      Dynamo Development, Inc.                                             SeriesOne, Inc.
                 02/26/2019                      Datix Inc.                                                           Clients First Business Solutions LLC
                 02/13/2019                      Proactive Technologies, LLC                                          Abacus Group, LLC

  Transaction Highlight                                                                      Transaction Highlight
  Engility Holdings, an IT services contractor was acquired                                  Polaris Consulting, a custom application development
  by Science Applications International on 9/10/2018                                         firm was acquired by Virtusa Consulting on 7/26/2018

  Valuation Data                                                                             Valuation Data
  Total Enterprise Value (TEV): $1,555                                                       Total Enterprise Value (TEV): $821.4
  TEV / EBITDA: 18.3x; TEV / Revenue: 13.7x                                                  TEV / EBITDA: 15.3x; TEV / Revenue: 11.4x

Source: Bridgepoint Investment Banking, Capital IQ
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IT SERVICES INDUSTRY REPORT
                                                                                                                                                                          MAY 2019
                                                                                                                                                               BRIDGEPOINT INSIGHTS

                                                                           EXECUTIVE SUMMARY
          Market-leading boutique investment bank providing M&A and capital raising
          advisory solutions
          197+ years cumulative investment banking experience spanning 118 transactions
          $102+ billion of M&A, capital raising, corporate finance and transaction advisory
          service experience
          42 completed M&A assignments spanning more than $30 billion
          77 completed corporate finance transactions, raising more than $73 billion in capital

                                        SELECTED RECENT BRIDGEPOINT TRANSACTIONS

                                                                                                                                     USD 33 million
    HAS BEEN ACQUIRED BY
                                                                                          USD 45 million
                                                 USD 60 million                        Unitranche financing for               Equity & debt capital raise to
                                                 Global financing                           recapitalization                     support management                          Sell-side advisory
                                                                                                                                       acquisition
         Sell-side advisory
                                                                                                                                                                                     .

         Financial Advisor                    Sole Financing Arranger                  Sole Financing Arranger                   Sole Financial Advisor                      Financial Advisor

                                                                           SECTORS OF FOCUS

SOFTWARE &                    CONSUMER &              FINANCIAL                 TRUCKING &
                                                                                                         HEALTHCARE                 INDUSTRIALS                REAL ESTATE                 IMPACT
TECHNOLOGY                      RETAIL                 SERVICES               TRANSPORTATION

                                                                         SENIOR LEADERSHIP
                     Matt Plooster                                      Mike Anderson                                  Wm. Lee Merritt                               Gary Grote
                     Managing                                           Managing                                       Managing                                      Managing
                     Director                                           Director                                       Director                                      Director

                     Adam Claypool                                  Joe Liss                                           Natasha                                      Subhash
                     Managing                                       Managing                                           Plooster                                     Marineni
                     Director                                       Director                                           COO                                          Vice President

          OMAHA OFFICE                                      LINCOLN OFFICE                     DES MOINES OFFICE                                                   DENVER OFFICE
   450 Regency Parkway, Suite 300                         816 P Street, Suite 200          666 Walnut Street, Suite 1720                                           140 Hurd Lane
         Omaha, NE 68114                                    Lincoln, NE 68508                 Des Moines, IA 50309                                                 Avon, CO 81620
           402.817.7901                                       402.817.7900                        515.325.7615                                                      877.315.2931
                                                                              bridgepointib.com
In order to offer securities-related Investment Banking Services discussed herein, to include M&A and institutional capital raising, certain representatives of Bridgepoint Investment Banking are
registered representatives of M&A Securities Group, Inc., an unaffiliated broker-dealer and member FINRA/SIPC. This entity is not affiliated or associated with, authorized or sponsored by Bridgepoint
Advisers Limited.
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