STRONG M&A DEAL VOLUME DESPITE A CHOPPY MARKET FOR HUMAN CAPITAL MANAGEMENT SOFTWARE WITH AN EXPECTED RETURN TO NORMAL IN 2021

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STRONG M&A DEAL VOLUME DESPITE A CHOPPY MARKET FOR HUMAN CAPITAL MANAGEMENT SOFTWARE WITH AN EXPECTED RETURN TO NORMAL IN 2021
STRONG M&A DEAL VOLUME DESPITE A CHOPPY MARKET FOR HUMAN CAPITAL
MANAGEMENT SOFTWARE WITH AN EXPECTED RETURN TO NORMAL IN 2021
HUMAN CAPITAL MANAGEMENT SAAS INDUSTRY UPDATE | Q4 2020

                                                                   Q4 2020
STRONG M&A DEAL VOLUME DESPITE A CHOPPY MARKET FOR HUMAN CAPITAL MANAGEMENT SOFTWARE WITH AN EXPECTED RETURN TO NORMAL IN 2021
Human Capital Management SaaS
                                        Strong M&A Deal Volume Despite a Choppy Market for
                                                Human Capital Management Software

CONTRIBUTORS                                   HIGHLIGHTS

         David Michaels                           Last twelve-month (LTM) merger and acquisition (M&A) activity was strong with 171 deals and dollar
         Head of Technology, Media & Telecom       value of nearly $120 billion, with H2’20 showing a strong return in M&A activity.
         Managing Director
                                                  Q4’20 deal activity jumped to 55 deals, setting a new quarterly record, a strong rebound from 25
         (858) 926-5950
                                                   deals in Q2’20.
         dmichaels@capstoneheadwaters.com
                                                  M&A targets were valued at a relatively healthy 5.1x LTM revenue, a step down from the 5.7-5.8x
                                                   peaks we saw in 2016 and 2019, though Capstone expects multiples to rise as we get deeper into the
         Teak Murphy                               recovery.
         HCM Software
         Director                                 Stock prices rose 11.7% as the segment continues to recover, though it remains below the broader
         (310) 746-5006                            Enterprise SaaS & Cloud companies and NASDAQ for the year as headwinds for the segment remain.
         tmurphy@capstoneheadwaters.com           Just one initial public offering (IPO) for the quarter as Nittsusystem (TSE:4013) opened up 83% from
                                                   its offer price but steadily fell over the quarter.
                                                  M&A for HCM SaaS will likely remain active though many deals will continue to involve bargain
                                                   hunting for struggling businesses in the near term, though hot areas like remote workforce
                                                   management may see acquirers get aggressive for well-positioned products.

 www.capstoneheadwaters.com
STRONG M&A DEAL VOLUME DESPITE A CHOPPY MARKET FOR HUMAN CAPITAL MANAGEMENT SOFTWARE WITH AN EXPECTED RETURN TO NORMAL IN 2021
KEY TAKEAWAYS

M&A ACTIVITY & MULTIPLES

PUBLIC COMPANY VALUATION & OPERATING METRICS

CAPSTONE HEADWATERS HCM SOFTWARE TEAM
STRONG M&A DEAL VOLUME DESPITE A CHOPPY MARKET FOR HUMAN CAPITAL MANAGEMENT SOFTWARE WITH AN EXPECTED RETURN TO NORMAL IN 2021
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

KEY TAKEAWAYS
               TRANSACTION ACTIVITY                                    MEDIAN VALUATION MULTIPLES                                    MEDIAN PUBLIC COMPANY METRICS
    LTM M&A activity was strong at 171 deals with Q4           M&A LTM median revenue multiple of 5.1x remains                Stock prices continue to recover, up 11.7% for the
     activity of 55 deals, both setting new records amid         healthy considering the environment but is well                 quarter, though the segment underperformed the
     a strong rebound from just 25 deals in Q2.                  below the 5.7-5.8x range seen in 2016 and 2019.                 broader Enterprise SaaS & Cloud companies and
                                                                 Less than 10% of deals report multiples, making it              NASDAQ in 2020.
    Just one IPO for the quarter as Nittsusystem
                                                                 difficult to draw conclusions.
     (TSE:4013) opened up 83% from its offer price but                                                                          Median revenue growth fell to just 6%, the lowest
     steadily fell, ending the quarter down 10% from its        Public company median revenue multiple of 6.0x                  level since 2015, while projected growth of 10.1%
     offer and down 46% from its opening price.                  sets a new record level as investors increasingly               shows expectations of improvements but remains
                                                                 look past COVID-19 struggles and focus on future                below the 12%+ growth seen in recent years.
                                                                 value.
                                                                                                                                Median EBITDA margin of 23.6% marks a new high
                                                                                                                                 as companies manage operating expenditures
                                                                                                                                 (opex) for profits.

                   M&A OUTLOOK                                    NOTABLE RECENT M&A TRANSACTIONS                                           MOST ACTIVE BUYERS
    M&A for HCM SaaS will likely remain active though             Buyer         Target       Segment      EV

     many deals will continue to involve bargain hunting                                      Workforce   $11.0B
                                                                                             Management
     for struggling businesses in the near term. Hot
     areas like remote workforce management may see                                           Workforce   $3.9B
                                                                                             Management
     acquirers get aggressive for well-positioned
                                                                                              Workforce
     products.                                                                               Management
                                                                                                          $1.4B

    Strategics benefit from recovering valuations but                                       Core Admin   $645M
     may remain opportunistic on M&A given a cloudy
                                                                                              Workforce
     recovery timeline. Private equity is actively back in                                   Management
                                                                                                          $575M
     the market though are hesitant to pay up for
     companies with more business model uncertainty.                                         Core Admin   $160M

    As the recovery continues we expect the segment                                          Workforce   $81M
                                                                                             Management
     to rebound further with some potentially new
     interesting longer-term trends emerging as                                              Core Admin   $75M
     capabilities like remote employee management and
                                                                                              Workforce   $41M
     increased use of outsourced contractors provide                                         Management
     more staffing flexibility.
                                                                                             Core Admin   $37M
                                                                                                                                                                                  3
KEY TAKEAWAYS

M&A ACTIVITY & MULTIPLES

PUBLIC COMPANY VALUATION & OPERATING METRICS

CAPSTONE HEADWATERS HCM SOFTWARE TEAM
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

M&A TRANSACTION VOLUME BY SEGMENT
 Transaction volume reached 171 deals for the past twelve months, surpassing 2019’s recent high by 30%.
    » The 55 deals in Q4’20 marks a strong rebound from Q2’s 25 deals, setting a new quarterly record, as activity was strong though many deals were smaller transactions at lower multiples for
      struggling businesses as COVID-19 heavily impacted the segment.
 Private deal dollars hit a record $15.4 billion over the past twelve months, driven by Ultimate’s $11 billion deal with Kronos in Q1’20 while Q4’20 contributed $1.4 billion in deal dollars.
 Public dollars fell to $4.5 billion with just three deals in the past twelve months, two in Q3’20 and one in Q4’20.
 M&A activity was driven by lower end deals with some larger transactions, 2021 activity is difficult to project as the segment continues to recover but Capstone expects increased activity as
  businesses continue to recover.

                                       180

                                       160
                                                                                                                                                                    50
                                       140

                                       120
                                                                                                                                            35
                                                                                                                        30
                                       100
                        Transactions

                                       80                            31                                                                                             82
                                                                                             37
                                              32                                                                        49                  60
                                       60
                                                                     35                      23
                                       40
                                              30
                                       20                                                                               41                  37                      39
                                                                     28                      32
                                               18
                                        0
                                              2015                  2016                    2017                   2018                    2019                    2020
                       Total Private $       $1,008                $4,997                  $2,230                 $2,575                  $4,553                 $15,358
                       Total Public $        $728                  $32,233                 $4,672                       $0               $12,886                  $4,488
                                                                                                                                                                                      LTM = Last Twelve Months
                                                          Hiring                          Workforce Management                               Core Admin                       Sources: Capital IQ and 451 Group
                                                                                                                                                                                                                  5
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

M&A TRANSACTION VOLUME BY DEAL SIZE
 Median LTM transaction size of $15 million marks a new low as activity was driven by bargain hunting acquirers opportunistically looking for well priced tuck-ins.

 Q4’20 saw seven deals with reported deal values, with just two deals above $25 million in reported deal value, though both were $1 billion+ transactions.

 The vast majority of deals had unreported deal values with 60% of those with disclosed value below $25 million for the year despite large deal activity hitting a peak with six deals above $500 million,
  representing a record for large deal activity.

                          180

                          160

                          140

                          120

                          100                                                                                                                                   143

                           80
                                                                                                                                        112
                                                                                                                101
                           60                                     73                      69
                                          56
                           40
                                                                                                                                                                42
                                          6                                               12
                           20
                                          5
                                                                  32                      6                       8                      42                      32
                                                                  34                       6                      2                      7                      17
                                          13                       9                       8                      9                      7
                            0
                                         2015                   2016                     2017                  2018                    2019                    2020
                       Total Deals        80                     94                       92                    120                     132                     171
                       Deals w/ Value     24                     21                       23                     19                      20                     28
                       Median ($M)        $23                    $28                      $67                   $50                     $49                     $15                LTM = Last Twelve Months
                                                          $0-$25M    $25-$100M          $100-$500M       $500-$1B       $1B+      Not Disclosed                            Sources: Capital IQ and 451 Group
                                                                                                                                                                                                               6
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN M&A REVENUE MULTIPLES
 The median LTM M&A revenue multiple of 5.1x remains relatively strong, though a step down from 2019’s 5.7x level, as deal multiples have trended down in 2020 but premium deals are still getting
  done, as evidenced by the 7.7x multiple at the 75th percentile.

 Multiples will likely continue to have a high degree of variability in the near term.
    » A lot of deals at lower valuations continue to be driven by consolidation to survive, though better positioned companies that have survived the downturn and return to growth will likely come to
      market in 2021 after sitting out in 2020 to focus on the business.
    » Certain businesses in segments like virtual workforce management, digital learning, etc. could trade at premium multiples as aggressive acquirers look to fill gaps and capture tailwinds driving
      growth in those segments.
                                                     7.0x

                                                     6.0x               5.8x                                                            5.7x
                           Median Revenue Multiple

                                                                                           5.0x                                                               5.1x
                                                     5.0x

                                                     4.0x                                                         3.8x

                                                            3.0x
                                                     3.0x

                                                     2.0x

                                                     1.0x

                                                     0.0x
                                                            2015       2016                2017                  2018                   2019                  2020
                         25th %                             2.0x        2.3x               2.4x                   2.0x                  3.4x                  2.2x
                                                                                                                                                                                        LTM = Last Twelve Months
                         75th %                             4.0x        8.7x               6.0x                   5.2x                  8.3x                  7.7x              Sources: Capital IQ and 451 Group

                                                                                                                                                                                                               7
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

NOTABLE RECENT M&A TRANSACTIONS
                                                                                                                                                                                                  LTM
                                                                                                                                                                               Enterprise                     Premium to
Ann. Date.   Buyer   Target    Segment                          Target Description                                             Strategic Rationale                                              Revenue
                                                                                                                                                                                 Value                        1 Mo Prior
                                                                                                                                                                                                Multiple

                                                                                                            The combination of the two industry leaders creates a $3
                               Workforce   Develops human resources management software including
 02/20/20                                                                                                   billion revenue business valued at $22 billion with a broad           $11.0B           7.3x             NA
                              Management   attendance, scheduling, payroll, and hiring software.
                                                                                                            solution for the HCM segment.

                                           Operates a cloud-based technology skills platform that allows
                               Workforce                                                                    Pluralsight will be more agile and be able to further
 12/13/20                                  for individuals and teams to acquire technology skills through                                                                         $3.9B           10.5x           27.7%
                              Management                                                                    accelerate its strategic vision as a result of the deal.
                                           skill development exercises.

                                           Provides HR management SaaS software focusing on employee        Cornerstone adds significant scale with plans to
                               Workforce                                                                                                                                          $1.4B
 02/24/20                                  training, performance management, learning and assessment        streamline the consolidated business to drive margin                                   5.4x             NA
                              Management
                                           management, compensation management, etc.                        improvements and increased innovation.

                                                                                                            Silver Lake provides the capabilities for the company to
                                           Develops a cloud-based payroll and human resource software,                                                                           $645M
 07/08/20                     Core Admin                                                                    further strengthen its current offerings, and to develop                                NA              NA
                                           including production and supervision capabilities.
                                                                                                            new and innovative products.

                                                                                                            Zebra furthers strengthen its offering within the retail
                               Workforce   Provides retail workforce management software consisting of                                                                           $575M
 07/28/20                                                                                                   vertical with the acquisition of a retail-focused workforce                            8.7x             NA
                              Management   task management, retail auditing, and mobility solutions
                                                                                                            management system.

                                           Offers Medicare secondary payer (MSP) compliance software
                                                                                                            Verisk further expands its claims partners business with
 09/11/20                     Core Admin   consisting of mandatory insurer reporting, electronic date                                                                            $160M              NA              NA
                                                                                                            the tuck-in acquisition of Franco Signor.
                                           interfaces, and monitoring correspondence capabilities

                                           Develops HR software for functions such as job application       Battery’s acquisition of Easy Software is aimed at further
 07/24/20                      Workforce                                                                                                                                          $81M             1.4x           93.3%
                                           management, personnel development, employee self service,        driving the growth of the company through both organic
                              Management
                                           etc.                                                             and inorganic means.
                                                                                                            Fineos’s strengthens its market position with the
 08/10/20                                  Provides quoting and underwriting SaaS for the employee          acquisition of one of the leading quoting, rating, and
                              Core Admin                                                                                                                                          $75M             5.2x             NA
                                           benefits industry.                                               underwriting software providers in the employee benefit
                                                                                                            space.
                                           Provides cloud-based and mobile environmental, health, and      Damstra increases its growth potential and diversification
 07/08/20                      Workforce                                                                                                                                          $41M            12.8x           85.5%
                                           safety risk software consisting of governance, risk management, throught the acquisition, which allows the company to
                              Management
                                           and compliance management solutions.                            accelerate its innovation and expand internationally.

                                           Provides workforce management SaaS that provides features
 10/13/20                                                                                                   Quhuo further strengthens its position within the Chinese
                              Core Admin   for workforce allocation and optimization, information and                                                                             $37M              NA              NA
                                                                                                            HCM market with this acquisition.
                                           expense management, etc.
                                                                                                                                                                       Includes largest transactions based on Enterprise Value
                                                                                                                                                                                            Sources: Capital IQ and 451 Group
                                                                                                                                                                                                                            8
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

MOST ACTIVE HCM SAAS BUYERS – LAST 5 YEARS
                                                         SaaS/Cloud Transactions
                                                                                                Companies with 2+ HCM SaaS Deals in Last 5 Years
          Company                    Date      Company                                  Value
                                    12/02/20   Abintegro Limited                         NA
                                    03/05/20   CoreHR Limited                            NA
                                    04/04/19   Unicorn Training Group Limited            NA
                                    03/05/19   Volcanic (UK) Ltd                         NA
                                    10/11/18   Microdec Plc                              NA
         7 deals                    06/13/17   Selima Ltd.                               NA
                                    03/15/17   Safe Computing Limited                    NA

                                    06/14/18   HRnext LLC (software IP assets)           NA
                                    04/02/18   Wells Fargo(Business Payroll Services)   $10M
                                    01/02/18   Pay Systems of America Inc.               NA
                                    05/26/17   Compass HRM Inc.                         $6M
                                    05/26/17   iSystems, LLC                            $79M
         7 deals                    01/03/17   Corporate Payroll Inc.                   $3M
                                    03/21/16   Mangrove Software                        $17M

                                    01/08/20   Herefish Inc.                             NA
                                    10/01/19   Erecruit Inc.                             NA
                                    07/24/18   Invenias Limited                          NA
    (Stone Point Capital)           03/13/18   Jobscience Inc.                           NA
                                    03/13/18   Talent Rover LLC                          NA
         7 deals                    11/29/17   Peoplenet Corporation                     NA
                                    09/11/17   Connexys BV                               NA

                                    10/02/19   Optimum Solutions, Inc.                   NA
                                    07/27/17   Digital Instinct Pty. Limited             NA
                                    10/25/16   Datamatics Management Services, Inc.      NA
   (Hellman & Freidman)             06/28/16   EmLogis Inc. (IP assets)                  NA
                                    01/14/16   Empower Software Solutions, Inc.          NA
         7 deals                    08/19/15   Kaba Workforce Solutions LLC              NA
                                    06/11/15   Productive Scheduling Solutions           NA

                                    05/12/20   Nmbrs B.V.                                NA
                                    05/29/18   Raet B.V.                                 NA
                                    06/19/17   Comenius Svenska AB                       NA
                                    03/22/17   Bluegarden AS                             NA
  (HG Capital and others)           02/07/17   LogBuy Limited                            NA
         7 deals                    08/20/15   Aditro AB                                 NA
                                    05/07/15   PBJ A/S                                   NA

Sources: Capital IQ and 451 Group

                                                                                                                                                     9
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

HCM BUYER MAP
                                          DIVERSIFIED PROVIDERS

             HIRING                                 WORKFORCE MANAGEMENT                                             CORE ADMINISTRATION

 SOURCING   RECRUITING   ONBOARDING   PERFORMANCE         LEARNING         RECOGNITION              TIME & ATTENDANCE PAYROLL & BENEFITS

                                                                              Red outline indicates public company
                                                                                                                                           10
KEY TAKEAWAYS

M&A ACTIVITY & MULTIPLES

PUBLIC COMPANY VALUATION & OPERATING METRICS

CAPSTONE HEADWATERS HCM SOFTWARE TEAM
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

HCM SAAS PUBLIC COMPANY UNIVERSE

    Diversified

      Hiring

    Workforce
   Management

      Core
  Administration

                                                                                  12
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

RECENT HCM SAAS IPOS

IPO Date   Company      Segment     Description                                                                                                              IPO Details
                                                                                                                       Offering Amount           71.1   Mkt Cap at 12/31    273.4    LTM Revenue           29.3
                                    Nittsusystem provides human resource management solutions, including
                                                                                                                        Offer to Open       + 73.1%     EV/Rev Mult          9.1x    LTM EBITDA             NA
10/13/20               Core Admin   employment, HR, payroll, healthcare, and labor cost management system
                                                                                                                        Open to Close         - 0.6%    EV/EBITDA Mult       NA      Gross Margin        64.6%
                                    solutions.
           TSE:4013                                                                                                     Open to 12/31       - 46.7%                                  EBITDA Margin          NA

                                                                                                                       Offering Amount          68.8    Mkt Cap at 12/31    295.0    LTM Revenue          52.9
                                    Limeade provides cloud-based employee experience software solutions
                        Workforce                                                                                       Offer to Open        + 0.3%     EV/Rev Mult          5.1x    LTM EBITDA           (1.5)
12/19/19                            through an integrated technology platform in the areas of employee well-
                       Management                                                                                       Open to Close          0.0%     EV/EBITDA Mult       NA      Gross Margin       75.9%
                                    being, engagement, inclusion, and communications.
           ASX:LME                                                                                                      Open to 12/31        - 6.4%                                  EBITDA Margin      (2.9)%

                                                                                                                       Offering Amount           17.4   Mkt Cap at 12/31    110.9    LTM Revenue           35.3
                                    Lancers provides a crowdsourcing freelance talent platform that matches             Offer to Open       + 14.9%     EV/Rev Mult          2.6x    LTM EBITDA             NA
12/15/19                 Hiring
                                    companies with work opportunities to individuals seeking work online.               Open to Close         - 7.5%    EV/EBITDA Mult       NA      Gross Margin        49.8%
           TSE:4484                                                                                                     Open to 12/31         - 7.6%                                 EBITDA Margin          NA

                                    Damstra provides a cloud-based workplace management platform comprising            Offering Amount           33.3   Mkt Cap at 12/31    224.8    LTM Revenue           13.5
                        Workforce   workforce management, access control, asset management, and learning                Offer to Open       + 39.8%     EV/Rev Mult         16.4x    LTM EBITDA           (4.2)
10/16/19
                       Management   management, as well as health, safety, and environmental management                 Open to Close         - 1.2%    EV/EBITDA Mult       NA      Gross Margin        48.0%
           ASX:DTC                  products and modules.                                                               Open to 12/31       + 41.6%                                  EBITDA Margin     (31.4)%

                                    Docebo provides a cloud-based SaaS learning platform to train internal and         Offering Amount          56.3    Mkt Cap at 12/31   2,117.0   LTM Revenue           56.5
                        Workforce   external workforces, partners, and customers. The company’s learning                Offer to Open         - 0.4%    EV/Rev Mult         36.5x    LTM EBITDA           (3.8)
10/8/19
                       Management   platform enables administrators to centralize, organize, and distribute learning    Open to Close        + 1.3%     EV/EBITDA Mult       NA      Gross Margin       80.9%
           TSX:DCBO                 content, track certifications, and measure results with customer analytics.         Open to 12/31      + 442.9%                                  EBITDA Margin      (6.7)%

                                                                                                                       Offering Amount         110.5    Mkt Cap at 12/31 6,851.4     LTM Revenue          163.2
                                    Fiverr operates an online marketplace platform connecting freelancers with
                                                                                                                        Offer to Open       + 23.8%     EV/Rev Mult        40.7x     LTM EBITDA              1.2
6/12/19                  Hiring     businesses seeking services. The company’s platform includes approximately
                                                                                                                        Open to Close       + 53.5%     EV/EBITDA Mult 5,720.6x      Gross Margin        81.9%
                                    200 categories in 8 verticals.
           NYSE:FVRR                                                                                                    Open to 12/31      + 650.4%                                  EBITDA Margin         0.7%

                                                                                                                                                                                               Source: Capital IQ

                                                                                                                                                                                                             13
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN STOCK PERFORMANCE – HCM SAAS UNIVERSE
 HCM SaaS Universe continued its recovery, increasing 11.7% during the quarter, though HCM SaaS has underperformed the broader NASDAQ and Enterprise SaaS & Cloud as many segments of
  Human Resources (HR) / Human Capital Management (HCM) have been negatively heavily impacted by COVID-19.
 HCM impact from COVID-19 is largely split as segments like Freelance and Virtual Training are experiencing strong tailwinds, while businesses focused around hiring and core administration are
  typically struggling to add new logos as companies reduce investment and delay purchases, favoring incumbents.
    » Some payroll businesses bounced back surprisingly quickly given the obvious headwinds of unemployment and delayed new logos as investors seem willing to look past near-term issues for
      businesses that are well positioned.

                                  Stock Performance                                                                                             Stock Performance - 9/30 - 12/31

 180%                                                                                                              Upwork                                                                                                  97.9%
                                                                                                                   Docebo                                                                                    74.8%
                                                                                                                        LTG                                                                       46.7%
 160%               157.4%                                                                                         Paycom                                                                        45.3%
                                                                                                                       SEEK                                                                     44.2%
                                                                                                                     Fiverr                                                                   40.4%
                                                                                                             TriNet Group                                                                   35.9%
                                                                                                              Benefitfocus                                                              29.3%
 140%                                                                                                       Ceridian HCM                                                                28.9%
                                                                                                                  Paylocity                                                            27.6%
                                                                                                                       ADP                                                            26.3%
           117.6%                                                                                                 Insperity                                                          24.3%
 120%                                                                                                     ATOSS Software                                                            23.3%
                                                                                                                Pluralsight                                                         22.4%
                                                                                                         Upland Software                                                           21.7%
                                                                                                  Cornerstone OnDemand                                                             21.1%
 100%                                                                                                              Paychex                                                      16.8%
                                       86.7%                                                                          Intuit
                                                                                                                New Work
                                                                                                                                                                                16.4%
                                                                                                                                                                             12.0%
                                                                                                HCM SaaS Universe Median                                                     11.7%
                                                                                                                 Workday                                                     11.4%
  80%                                                                                                             Limeade                                                    11.2%
                                                                                                                Freelancer                                                  9.9%
                                                                                                                     Roper                                                 9.1%
                                                                                                            HealthStream                                                   8.8%
  60%                                                                                                               Oracle                                                8.4%
                                                                                                                    Recruit                                              6.1%
                                                          43.6%                                                  Microsoft                                              5.7%
                               36.9%                                                                                    IBM                                            3.5%
  40%                                                                                                           DHI Group                                (1.8)%
                                                                                                               Wise Talent                              (3.7)%
                                                  21.7%                                                    Asure Software                             (6.0)%
                                                                                                                     51job                        (10.2)%
  20%                                                                         15.4%                          CrowdWorks                         (13.6)%
                                                                      11.7%                                      Wantedly                      (14.2)%
                                                                                                          The Sage Group                      (14.8)%
                                                                                                                  Damstra                     (15.2)%
                                                                                                                        SAP                  (15.9)%
   0%                                                                                                              Lancers        (36.7)%
                                                                                                             Nittsusystem                                          0.0%,NA
            Last 5 Years        Last 3 Years           LTM            9/30 - 12/31
                                                                                                                          (60)%      (40)%      (20)%             0%        20%         40%         60%     80%        100%           120%
                                 HCM SaaS Universe     NASDAQ

                                                                                                                                                                                                          LTM = Last Twelve Months
                                                                                                                                                                                                                 Source: Capital IQ     14
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN LTM REVENUE MULTIPLES – HCM SAAS UNIVERSE
 The median LTM revenue multiple of 6.0x is a slight increase from 2019, representing a new high for the segment as it continues to rebound from Q1’s low of 3.9x.
 Investors are future-focused as the economy continues to recover, looking past the ongoing COVID-19 impact and investing into well-positioned businesses.
    » Well positioned leaders typically trade at stronger multiples and are better positioned as newer entrants will have more difficulty stealing logos in the near term.
 Learning management solutions and tools to manage virtual employees and outsourced contractors have experienced an uplift with ongoing work from home and outsourcing trends as investors
  are betting that these solutions will continue to gain traction even after COVID-19 restrictions subside.

                                 LTM Enterprise Value / Revenue                                                                                               LTM Enterprise Value / Revenue

   7.0x                                                                                                                    Fiverr
                                                                                                                         Docebo                                                                                          36.5x
                                                                                                                                                                                                                                    40.7x
                                                                                                                         Paycom                                                                             31.9x
                                                                                                                        Paylocity                                                              19.5x
                                                                    5.9x                6.0x                      Ceridian HCM                                                                 19.3x
                                                                                                                        Damstra                                                        16.4x
   6.0x                                                                                                         ATOSS Software                                                        16.0x
                                         5.5x        5.5x                                                              Workday                                                13.7x
                                                                                                                            Intuit                                           13.0x
                                                                                                                         Upwork                                          11.8x
                                                                                                                       Microsoft                                        11.1x
   5.0x       4.6x
                                                                                                                              LTG
                                                                                                                           Roper
                                                                                                                                                                       10.8x
                                                                                                                                                                    10.1x
                          4.5x                                                                                     Nittsusystem                                   9.1x
                                                                                                                         Paychex                                8.5x
                                                                                                                             SEEK                              7.9x
                                                                                                                      Pluralsight                            7.2x
   4.0x                                                                                                                    51job                          6.2x
                                                                                                                      New Work                           6.1x
                                                                                                               Upland Software                           6.0x
                                                                                                      HCM SaaS Universe Median                           6.0x
                                                                                                        Cornerstone OnDemand                             5.8x
   3.0x                                                                                                                   Oracle                        5.7x
                                                                                                                             ADP                       5.2x
                                                                                                                              SAP                      5.2x
                                                                                                                   TriNet Group                       5.1x
                                                                                                                        Limeade                       5.1x
                                                                                                                      Freelancer                   4.0x
   2.0x                                                                                                              Wise Talent                   3.8x
                                                                                                                The Sage Group                    3.6x
                                                                                                                          Recruit                 3.4x
                                                                                                                       Wantedly                 2.7x
                                                                                                                         Lancers               2.6x
   1.0x                                                                                                           HealthStream                 2.3x
                                                                                                                              IBM             2.2x
                                                                                                                 Asure Software               2.2x
                                                                                                                    Benefitfocus              2.0x
                                                                                                                   CrowdWorks                1.7x
                                                                                                                      DHI Group           1.0x
   0.0x                                                                                                                 Insperity         0.7x
             2015         2016           2017        2018          2019                2020                                          0x   2x   4x    6x   8x 10x 12x 14x 16x 18x 20x 22x 24x 26x 28x 30x 32x 34x 36x 38x 40x 42x 44x

                                                             Based on data available as of 12/31/20                                                                                                      Based on data available as of 12/31/20

                                                                                                      Note: For TriNet, based on net revenue (not gross revenue)                                                LTM = Last Twelve Months
                                                                                                                                                                                                                       Source: Capital IQ         15
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN LTM EBITDA MULTIPLES – HCM SAAS UNIVERSE
 The median EBITDA multiple of 20.8x is a slight drop from the 2019 high but above last quarter’s 18.7x multiple and well above Q1’s 14.5x as valuations return.
    » Investors believe Ceridian (NYSE:CDAY) will continue to displace incumbent leaders like ADP (Nasdaq:ADP) and continue the strong growth in its recurring software revenue, eventually growing
      into its valuation.
    » Paycom (NYSE:PAYC), and Paylocity (Nasdaq:PCTY) trade at premium multiples despite some obvious headwinds in the payroll segment as investors appear willing to look past near-term issues
      and pay up for well-positioned growth companies.
    » Workday (Nasdaq:WDAY) will benefit from its leadership position as companies are less likely to switch platforms and investors favor strong incumbents.

                            LTM Enterprise Value / EBITDA                                                                                                                      LTM Enterprise Value / EBITDA

   25x                                                                                                                        Ceridian HCM
                                                                                                                                     Paycom                                                                                                            79.8 x
                                                                                                                                                                                                                                                                         95.2 x
                                                                                                                                    Paylocity                                                                                              69.4 x
                                                                                                                                   Workday                                                                              53.4 x
                                                                             21.2x                                          ATOSS Software                                                                              53.4 x
                                                                                               20.8x                                     SEEK                                                                       49.7 x
                                       20.2x                                                                                              LTG                                                              43.0 x
                                                                                                                                        Intuit                                                   33.3 x
   20x                                                                                                                                Recruit                                              28.4 x
                                                                                                                                       Roper                                               28.0 x
                                                                                                                                 Wise Talent                                            26.1 x
                                                                                                                             Asure Software                                            25.7 x
                          16.1x                           16.5x                                                                    Microsoft                                         23.7 x
                                                                                                                                       51job                                        22.7 x
             15.1x                                                                                                                   Paychex                                     20.8 x
                                                                                                                  HCM SaaS Universe Median                                       20.8 x
   15x                                                                                                                                   ADP                                    20.3 x
                                                                                                                                  New Work                                      20.1 x
                                                                                                                    Cornerstone OnDemand                                     17.3 x
                                                                                                                           Upland Software                                   17.2 x
                                                                                                                                Benefitfocus                              15.4 x
                                                                                                                                          SAP                            14.1 x
                                                                                                                                   Wantedly                              13.9 x
   10x                                                                                                                        HealthStream                             12.4 x
                                                                                                                                      Oracle                         11.3 x
                                                                                                                            The Sage Group                           11.1 x
                                                                                                                                    Insperity                        10.8 x
                                                                                                                               TriNet Group                         10.7 x
                                                                                                                                          IBM                      9.4 x
                                                                                                                                  DHI Group                4.3 x
                                                                                                                               CrowdWorks             NA
    5x                                                                                                                              Damstra
                                                                                                                                     Docebo
                                                                                                                                                      NA
                                                                                                                                                      NA
                                                                                                                                       Fiverr         NA
                                                                                                                                  Freelancer          NA
                                                                                                                                     Lancers          NA
                                                                                                                                    Limeade           NA
                                                                                                                               Nittsusystem           NA
                                                                                                                                  Pluralsight         NA
    0x                                                                                                                               Upwork           NA
             2015         2016          2017              2018               2019               2020                                             0x                        20x                      40x                    60x                      80x                    100x
                                                                         Based on data available as of 12/31/20                                                                                                                          Based on data available as of 12/31/20
                                  Companies with EBITDA Margin
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN REVENUE GROWTH – HCM SAAS UNIVERSE
 Median revenue growth plunged to 6.0% with projected growth of 10.1% showing expectations for improvement, though that remains below growth rates we’ve seen for the past few years.
      » Workforce management and LMS businesses like Damstra (ASX:DTC), Docebo (TSE:DCBO), and Pluralsight (Nasdaq:PS) expect above average growth as those segments are most likely to
        experience new investment when managing remote workforces.
      » Fiverr and Lancers expect strong growth driven by increased use of freelancers as companies try to stay lean.
      » Cornerstone’s growth is driven by the acquisition of Saba Software as organic growth is much lower.

                                Revenue Growth vs Prior 12 Mos                                                                                           NTM / LTM Revenue Growth Projection

16%                                         15.2%                                                                          Damstra                                                                                          95.7%
                                                                                                                            Docebo                                                                48.9%
                                                                                                                              Fiverr                                                              48.7%
                                                        13.9%                                                         Nittsusystem                                                             44.9%
14%                                                                                                                         Lancers                                              26.2%
                                                                                                           Cornerstone OnDemand                                              20.2%
                     12.4%       12.1%
                                                                                                                            Upwork
                                                                                                                               Intuit
                                                                                                                                                                             19.8%
                                                                                                                                                                            18.7%
                                                                                                                            Paycom                                         16.9%
12%                                                                                                                ATOSS Software                                          16.8%
                                                                                                                                SEEK                                      15.6%
                                                                                                                           Paylocity                                     15.4%
                                                                                         10.1%                            Workday                                        15.2%
10%                                                                                                                              LTG                                     14.7%
                                                                                                                              Roper                                     14.3%
                                                                                                                         Pluralsight                                    14.2%
                                                                                                                         New Work                                      12.2%
                                                                                                                        Wise Talent                                   11.5%
 8%                                                                                                                       Microsoft
                                                                                                         HCM SaaS Universe Median
                                                                                                                                                                     10.1%
                                                                                                                                                                     10.1%
                                                                                                                     Ceridian HCM                                   8.8%
                                                                         6.0%                                                    SAP                              6.2%
                                                                                                                           Limeade                                5.9%
 6%                                                                                                                          Recruit                             5.2%
                                                                                                                   The Sage Group                               3.7%
                                                                                                                            Paychex                            3.3%
                                                                                                                             Oracle                            3.0%
                                                                                                                  Upland Software                              2.5%
 4%        3.0%                                                                                                            Insperity                          2.1%
                                                                                                                                ADP                           1.7%
                                                                                                                          Wantedly                           0.5%
                                                                                                                       Benefitfocus            (0.3)%
 2%                                                                                                                           51job            (0.4)%
                                                                                                                                 IBM           (0.6)%
                                                                                                                         DHI Group          (3.9)%
                                                                                                                     HealthStream         (5.4)%
                                                                                                                    Asure Software        (5.5)%
 0%                                                                                                                   TriNet Group      (8.0)%
                                                                                                                      CrowdWorks                         #N/A
          2015        2016       2017        2018       2019             2020            NTM                             Freelancer                      #N/A
                                                                                       12/31/20                                    (20)%                0%             20%               40%         60%   80%            100%             120%
                                                                Based on data available as of 12/31/20                                                                                                     Based on data available as of 12/31/20

                                                                                                         Note: For TriNet, based on net revenue (not gross revenue)                                               LTM = Last Twelve Months
                                                                                                                                                                                                                 NTM = Next Twelve Months           17
                                                                                                                                                                                                                         Source: Capital IQ
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

MEDIAN MARGIN TRENDS – HCM SAAS UNIVERSE
  Median gross margins of 67.9% remain healthy but a couple points below the high of 69.6% in 2017, though gross margins vary widely across companies.
         » Higher gross margin companies are typically pure software businesses that are easily implemented with lower customer support.
         » Lower gross margin businesses in the HCM Universe typically have significant service components or revenue sharing that drag down margins.
  The majority of HCM companies are solidly profitable with a median 23.6% EBITDA margin, marking a new high as businesses have managed opex to maintain profits.
         » Most of the low margin or unprofitable businesses spend heavily on sales & marketing to drive continued growth, forgoing near term profitability to gain scale.

                                                      Gross Margins by Segment                                                                                                                   EBITDA Margins by Segment

                   Wantedly                                                                                            105.0%                                      Oracle                                                                                                    50.0%
            The Sage Group                                                                                   93.4%                                          TriNet Group                                                                                                   47.6%
                     Paycom                                                                              88.3%                                                  Microsoft                                                                                                 46.6%
                  DHI Group                                                                              88.1%                                                    Paychex                                                                                         40.6%
                  Freelancer                                                                         83.2%                                                        Paycom                                                                                         40.0%
                        Intuit                                                                       83.1%                                                           Intuit                                                                                     38.9%
                       Fiverr                                                                       81.9%                                                              SAP                                                                                    36.8%
                     Docebo                                                                        80.9%                                                            Roper                                                                                    35.9%
                      Oracle                                                                       80.3%                                                Upland Software                                                                                     35.1%
                  Pluralsight                                                                     79.2%                                          Cornerstone OnDemand                                                                                      33.7%
                 Wise Talent                                                                    77.4%                                                    The Sage Group                                                                                   32.8%
                    Limeade                                                                    75.9%                                                           New Work                                                                                30.1%
            ATOSS Software                                                                   73.7%                                                       ATOSS Software                                                                                29.9%
                   Workday                                                                  72.3%                                                                Paylocity                                                                           28.1%
                     Upwork                                                                71.7%                                                                    51job                                                                           27.1%
                          SAP                                                             70.5%                                                                       ADP                                                                          25.9%
    Cornerstone OnDemand                                                                  70.4%                                                                 Workday                                                                           25.6%
                     Paychex                                                            68.3%                                                                          LTG                                                                        25.1%
                   Microsoft                                                            68.3%                                                                          IBM                                                                      23.6%
                       51job                                                            67.9%                                                  HCM SaaS Universe Median                                                                         23.6%
  HCM SaaS Universe Median                                                              67.9%                                                                  DHI Group                                                                       22.2%
                    Paylocity                                                          66.9%                                                               Ceridian HCM                                                                     20.2%
           Upland Software                                                             66.9%                                                                    Wantedly                                                                    19.8%
               Nittsusystem                                                          64.6%                                                                 HealthStream                                                                    18.7%
                       Roper                                                         64.0%                                                                            SEEK                                                              15.9%
              HealthStream                                                          62.8%                                                                     Wise Talent                                                             14.6%
             Asure Software                                                 54.6%                                                                            Benefitfocus                                                            13.0%
                  New Work                                                 52.5%                                                                                   Recruit                                                          12.1%
                      Recruit                                             52.2%                                                                           Asure Software                                                         8.4%
                Benefitfocus                                             50.8%                                                                                   Insperity                                                     6.8%
                     Lancers                                            49.8%                                                                                     Upwork                                                   2.3%
                          IBM                                          48.2%                                                                                   Freelancer                                                 2.1%
                    Damstra                                            48.0%                                                                                        Fiverr                                               0.7%
              Ceridian HCM                                            47.3%                                                                                 CrowdWorks                                     (2.1)%
                         ADP                                        44.7%                                                                                        Limeade                                  (2.9)%
                         SEEK                                       44.3%                                                                                      Pluralsight                            (6.3)%
               CrowdWorks                                      38.1%                                                                                              Docebo                             (6.7)%
                          LTG                          28.0%                                                                                                     Damstra (31.4)%
               TriNet Group                    20.3%                                                                                                              Lancers                                            #N/A
                    Insperity                 18.6%                                                                                                         Nittsusystem                                             #N/A

                                 0%            25%                  50%                  75%                 100%                   125%                              (40)%      (30)%      (20)%     (10)%         0%        10%       20%       30%        40%         50%         60%
                                                                                                      Based on data available as of 12/31/20                                                                                                        Based on data available as of 12/31/20

                                                                                                                                               Note: For TriNet, based on net revenue (not gross revenue)                                                LTM = Last Twelve Months
Note: For TriNet, based on net revenue (not gross revenue)
                                                                                                                                                                                                                                                                Source: Capital IQ           18
KEY TAKEAWAYS

M&A ACTIVITY & MULTIPLES

PUBLIC COMPANY VALUATION & OPERATING METRICS

CAPSTONE HEADWATERS HCM SOFTWARE TEAM
HCM SAAS: M&A AND VALUATION UPDATE | Q4 2020

2   SENIOR HCM SOFTWARE COVERAGE TEAM
0

                 Capstone Headwaters has organized a highly skilled transaction team with deep industry
                  expertise, close relationships with market leaders, and extensive execution experience

                      David Michaels                            Teak Murphy                               John Snead
                       Head of TMT                         Director, HCM Software                   Head of International TMT
                 David brings 30 years of                Teak has over 20 years of                John Snead is responsible for
                  investment banking experience            experience assisting technology           managing Capstone’s Central
                  in technology M&A and                    companies on mergers,                     European investment banking
                  financing                                acquisitions, IPOs, and capital           activities
                 Previously, he founded                   raises                                   Previously, he founded
                  SagePoint Advisors and was a            Prior experience includes                 Grenport Limited, was
                  Co-Founder, Partner, and                 SagePoint Advisors,                       Managing Director in Kroll’s
                  Managing Director at                     Montgomery & Co., Cowen, and              corporate finance group, was a
                  Montgomery & Co.                         Enterprise Partners Venture               Director in Arthur Andersen’s
                 BS, Engineering, from University         Capital                                   Corporate Finance Practice and
                  of Michigan                                                                        held positions at KPMG and
                                                          BS, Finance, from University of
                                                                                                     Morgan Grenfell
                 MBA, Finance, from UCLA                  Southern California
                                                                                                    BS, Accounting, from University
                                                                                                     of Wolverhampton
                                                                                                    MBA, from University of
                                                                                                     Birmingham

                                                                                                                                            20
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