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Acuity2009
Annual Middle Market Investment Banking Synopsis & Outlook




ALL RIGHTS RESERVED. NO PART OF THIS PUBLICATION MAY BE REPRODUCED OR UTILIZED IN ANY FORM OR BY ANY MEANS,
ELECTRONICALLY OR MECHANICALLY WITHOUT PRIOR PERMISSION IN WRITING FROM THE PUBLISHER.

COPYRIGHT © 2009 TripleTree, LLC
Independent | Insightful | Relevant



 TripleTree, LLC is an independent, mid-market investment bank focused on mergers and
acquisitions, capital formation and strategic advisory for healthcare and technology firms.
sentiment
“We’ve been given this on a silver platter…we might as well use it as an opportunity…you can retrench, pull in your horns, protect the
balance sheet and preserve cash. Or you can realize that this is about humanity screaming for change.”

- Sam Palmisano, Chief Executive Officer, IBM
as quoted in Fortune Magazine, December 2008




“Almost by definition the entrepreneurs who have the moxie to walk through your door in tough times tend to have better ideas.”

- Michael Goguen, Managing Partner, Sequoia Capital
as quoted in www.businessweek.com, December 2008




“We’re very bullish…it’s during downturns like these where you get to prove yourself, where strong companies pull away from weak
ones…we think this environment presents a great opportunity…”
- Tien Tzuo, CEO, Zuora; former SVP of Salesforce.com
quote provided for Acuity2009




“The current market is a period of Darwinian change…the recession and shuttered IPO market will place tremendous pressure on portfo-
lio companies to tighten their belts and re-tool where necessary.’’

- Mark Heesen, President, National Venture Capital Association
as quoted in www.CBR.com, December 2008




“…businesses need to ask themselves…’what is our vision for where this industry is going with or without us’…’what is our differentiated
strategy within that vision’…’how are we going to execute in the next 12 to 18 months’…?”

John Chambers, Chief Executive Officer, Cisco Systems
as quoted in www.fastcompany.com, December 2008

                                                                                                                                           1
viewpoint
    Companies and their investors are trying to make sense of what to do next amid the most chaotic economic environment since the 1930s. While the
    U.S. financial crises have had a direct impact on the global economy, stock markets are down markedly, short-term credit has dried up and all indicators
    including consumer spending, employment, auto sales, retail sales, and factory outputs have the U.S. economy in need of fundamental changes.

    During this shake out new leaders will emerge, and for mid-market firms the potential could be profound. TripleTree is telling clients that bold, strategic
    thinking today can be game-changing tomorrow. For instance, fragmented industries like healthcare are ripe for innovation and opportunities are
    materializing as players from retail, publishing, and financial services industries begin to address the unmet needs of consumers.

    Every day we talk to strategic buyers, financial sponsors, and the best technology-enabled firms in North America. Their interest in acquiring high
    growth businesses despite market conditions remains strong. Transaction terms for M&A will likely tilt more toward equity financing and away from
    debt, but strategic valuations are possible and deals are getting done.

    TripleTree’s M&A and advisory business grew over 50% in 2008. While we have a keen appreciation for the tenuous economic climate, we’re bullish
    on 2009 because of our focus on proprietary research and dedication to a work product tailored specifically to middle market firms and their financial
    sponsors.

    We’re hopeful this issue of Acuity2009 provides useful perspective on the current market landscape and where TripleTree is providing investment
    banking support. We look forward to reconnecting for an update on your business and learning how we can help your management team and
    shareholders.

    Sincerely,

    Kevin Green, Co-Founder & Managing Partner
    David Henderson, Co-Founder & Managing Partner
    Peter Erickson, Managing Partner
    Joe Schiesl, Managing Partner
    Scott Tudor, Managing Partner
    Chris Hoffmann, Senior Principal
    Brian Klemenhagen, Senior Principal


2
questions
As a boutique investment bank, TripleTree’s community consists of three distinctive yet interrelated groups: Mid-Market Firms, Financial Sponsors, and Global
Aggregators. In addition, we maintain a network of active advisors, former clients and industry partners. In an environment of likely consolidation, each of our constituents
is searching for either new pockets of growth, new capital sources, or new strategic partners. As they seek answers, a range of questions have emerged:

 VALUATION REALITIES

 •      Is now the right time to be pursuing a liquidity event?

 •      Given tough market conditions, is capital funding for growth companies or shareholder liquidity available?

 •      Are strategic valuations still possible and what factors drive top quartile outcomes?

 •      As scrutiny grows around M&A and investment activities, what perspectives are critical in assessing timing and approach?

     SECTOR CONSIDERATIONS

 •     Have enterprise software buying habits been changed forever?

 •     How should we be considering federal initiatives and regulations on our industry in light of the incoming U.S. presidential administration?

 •     What is the potential for mass-market retailers like Wal-Mart, Amazon and Google to disrupt traditional industry verticals such as healthcare, telcom, insurance,
       and banking?

 •     Are mobile solutions finally ready for a break-out move?

 •     In the technology industry, cloud computing is disassembling the “technology stack” as we’ve known it. Many are left asking where the best growth stories for
       2009 will be centered. Integration? Data management? Content optimization? Vertical specialization?

 •     In the healthcare industry consumerism is growing as alternative care models disrupt traditional industry practices: payors are assessing whether their current
       business model and legacy technologies support the ways that today’s consumers need to be serviced; providers are seeking best approaches for addressing issues
       around reimbursement, smart devices and consumer transparency; and global healthcare services firms like Express Scripts, Walgreens and Johnson & Johnson
       are seeking investments and acquisitions for new solutions to extend their traditional competencies.

 •     As mid-market firms take advantage of opportunities in new markets, how should partner ecosystems, go-it-alone strategies, consumerism, or other trends be
       considered?
                                                                                                                                                                                3
advice
    We are of the mindset that preserving cash and hunkering down should not be a universal strategy for growth oriented businesses. As the marketplace filters
    dozens of variables impacting sales, operations and executive thinking, we’re telling CEOs and investors to not simply assume that all activity in your sector
    will come to a standstill. Rather, we’re asserting that a number of sectors will see new, non-traditional market leaders come forward and that strategic alternatives
    should be assessed.


                                     PREPARE FOR                                                             CONSIDER NEW BUSINESS MODELS
                                      OVERTURES                                                                 AND CHANGING THEMES

     •    Many of the better innovators are already being approached by potential       •    Realizing that the influence of consumerism can create growth
          acquirers. For firms with On Demand or Software as a Service (SaaS)                opportunities for solutions ranging from healthcare and financial
          delivery, this is happening with the growing interest in subscription-             applications to enterprise logistics and education.
          based pricing and multi-tenant delivery models as highly leveraged
          application platforms.                                                        •    Acquisitions will not be limited to global firms. Mid-market players
                                                                                             with stable fundamentals will become acquisitive, especially seeking
     •    Having an appreciation for how your business will be viewed as a                   businesses with disruptive delivery models and recurring revenue
          strategic asset given today’s market will impact thinking on timing and            streams.
          approach.
                                                                                        •    Understand your current market landscape. Where it evolves is critical
     •    Preparing for strategic discussions today requires an approach beyond              to visualizing new opportunities and building an innovative roadmap.
          considering traditional financial synergies. Well articulated long-term            For example, the convergence of media and content management
          thinking, a focus on new markets, identification of strategic partners and         strategies is beginning to shed light on the fact that ad-driven revenue
          an understanding of disruptive delivery models are critical components             models can’t offer long-term sustainability.
          to these discussions.
                                                                                        •    Some of the best business models we’re seeing are “assemblers” and
     •    In mature sectors like Enterprise Resource Planning (ERP), over half               “hybrids”. Said differently, firms that are identifying specific marketplace
          of vendor revenues are derived from single-digit maintenance and                   point and addressing them with solutions comprised of disparate pieces
          professional services growth. Without the aid of acquisitions, the notion          rather than suites represent a new approach to brand building.
          of “high growth” will be nearly impossible and embracing new delivery
          models like SaaS and industry specialized solutions will be critical for
          accelerating revenues and remaining relevant.


4
growth areas 2009
Traditionally, healthcare and government sectors are the most immune from economic downturns. During this time, forward thinking executives will be
provided with a great occasion to leverage disruptive approaches in both their legacy market and new adjacent areas.

TripleTree will continue its focus on the healthcare market and disruptive, technology-enabled solutions and services.

We will also apply resources to vertical industry solutions and where business applications are being influenced by consumerism and the need for better
analytical solutions.

In 2009, TripleTree will provide investment banking support and conduct primary research in the following areas:



                      TECHNOLOGY                                                     HEALTHCARE

                      •   Analytics                                              •     Compliance
                      •   Clean Tech & Green IT                                  •     Consumer Directed Health
                      •   Cloud Computing & On Demand                            •     Informatics & Analytics
                      •   Collaboration & Content Management                     •     mHealth
                      •   Financial Applications                                 •     Pharma/Life Sciences
                      •   Governance & Compliance                                •     Retail
                      •   Mobile Solutions                                       •     Revenue Cycle Management
                      •   1:1 Marketing                                          •     Seniors Market
                      •   Procurement & Financial Value Chain




                                                                                                                                                          5
TripleTree Research supports our investment banking services, and is tailored to provide business builders and
                                                investors with an independent and relevant perspective for creating value.




          NEXT GENERATION                                                                                      mHEALTH                                                                                             SAAS PLATFORMS
          COMPLIANCE                                                                                           REMOTE
                                                                                                                                                                                                                   ECOSYSTEMS EVOLVE TO MEET
                                                                                                                                                                                                                   THE NEEDS OF EMERGING SAAS
          BUILDING A PLATFORM                                                                                  PATIENT MONITORING                                                                                  VENDORS
          APPROACH TO ENTERPRISE
          COMPLIANCE AND                                                                                                                                                                                           A TripleTree Industry Analysis
          A TripleTree Industry Analysis                                                                       A TripleTree Industry Analysis




        SPOTLIGHT REPORT                                                                                     SPOTLIGHT REPORT                                                                                    SPOTLIGHT REPORT
         WWW.TRIPLE-TREE.COM    7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435   952.253.5300        WWW.TRIPLE-TREE.COM   7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435   952.253.5300        WWW.TRIPLE-TREE.COM   7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435   952.253.5300




    Report Summary                                                                                       Report Summary                                                                                      Report Summary
    This Spotlight Report assesses why                                                                   This Spotlight Report is a follow-up to                                                             This Spotlight Report identifies over a
    compliance and risk management                                                                       our spring 2007 report Telemedicine                                                                 dozen vendors who have positioned
    needs are top of mind for enterprises                                                                2.0, which provides an overview of                                                                  themselves as SaaS Platforms and
    and where vendors are creating                                                                       the entire field of wireless health                                                                 highlights four components TripleTree
    automated solutions to serve these                                                                   and addresses more specifically                                                                     has identified as a basic framework
    evolving set of needs. It concludes with                                                             the convergence of clinical and                                                                     for their success. It concludes with a
    a viewpoint of how an enterprise-wide                                                                consumer      applications      through                                                             review of six differentiating functions
    compliance platform and ecosystem                                                                    mobile enablement. We provide an                                                                    for this framework and offers some
    will evolve in what is currently a highly                                                            update and continued exploration                                                                    considerations for CEOs who are
    fragmented market.                                                                                   into a particular area of telemedicine                                                              deciding how best to align with a SaaS
                                                                                                         – Remote Patient Monitoring (RPM)                                                                   Platform.
    (Published Q1-2008)                                                                                  delivered to the home or to a mobile
                                                                                                                                                                                                             (Published Q2-2008)
                                                                                                         individual.

                                                                                                         (Published Q2-2008)
6
In 2008, TripleTree published six Spotlight Reports (shown below) examining disruptive technologies and growing market trends.




                                                                                                      COLLABORATION,
     HEALTH & WELLNESS                                                                                COMMUNITIES &                                                                                                THE NEXT EVOLUTION
     ALTERNATIVE DELIVERY MODELS                                                                      THE EXTENDED ENTERPRISE                                                                                      OF LIFE SCIENCES:
     AND NEW APPROACHES TO                                                                                                                                                                                         AN INDUSTRY INTRODUCTION
     HEALTH MANAGEMENT                                                                                 CONSUMERISM, THE SOCIAL
                                                                                                                                                                                                                   TO LIFE SICENCES SERVICES
                                                                                                       GRAPH, AND APPLICATION
     A TripleTree Industry Analysis                                                                    PLATFORMS ARE CONVERGING TO
                                                                                                                                                                                                                   A TripleTree Industry Analysis
                                                                                                       HELP ORGANIZATIONS LEVERAGE
                                                                                                       RELATIONSHIPS AND ENHANCE
                                                                                                       BUSINSS AGILITY

                                                                                                       A TripleTree Industry Analysis


     SPOTLIGHT REPORT                                                                                      SPOTLIGHT REPORT                                                                                      SPOTLIGHT REPORT
      WWW.TRIPLE-TREE.COM   7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435   952.253.5300           WWW.TRIPLE-TREE.COM   7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435   952.253.5300         WWW.TRIPLE-TREE.COM   7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435   952.253.5300




  Report Summary                                                                                     Report Summary                                                                                         Report Summary
  This Spotlight Report examines                                                                     This     Spotlight Report examines                                                                     This Spotlight Report marks TripleTree’s
  new and innovative channels and                                                                    the rapid change of enterprise                                                                         first report focused exclusively on
  methodologies firms are beginning to                                                               collaboration and social software                                                                      the life sciences industry, identifying
  implement in attracting and affecting                                                              solutions. The overarching TripleTree                                                                  four key areas that are being shaped
  the individual. To maximize their                                                                  message to all aspiring “next                                                                          by the sector’s unfolding evolution:
  usefulness, TripleTree examines these                                                              generation” application providers                                                                      patient safety; compliance; sales and
  approaches and how they will need to                                                               is clear: “If you’re not engineering                                                                   marketing; and collaboration. We
  be delivered in flexible and convenient                                                            collaborative capabilities into your                                                                   highlight the demands shaping the
  channels while taking a more focused                                                               solution, you’re telling the world you’ve                                                              call for new technologies and services
  and tailored approach that coincides                                                               decided to remain a legacy application                                                                 driving these areas, while providing
  with the disciplines and market                                                                    vendor.”                                                                                               illustrative examples of solutions that
  forces from other consumer-centric                                                                                                                                                                        are leading the charge to enable the
  industries.                                                                                        (Published January, 2009)                                                                              industry’s transformation.

  (Published Q3-2008)                                                                                                                                                                                       (Published Q1-2009)
                                                                                                                                                                                                                                                                                                                 7
outcomes 2008
                    - Top quartile valuations were attained
                    - Non-traditional global buyers made first-mover acquisitions
                    - Private equity firms showed substantial interest in good growth businesses




                    Paisley, the market leading platform provider of Governance, Risk and Compliance (GRC) software applications
                    solutions was acquired by Thomson Reuters, the global leader in publishing and intelligent information
                    brokerage.
                    About Paisley:
                    •      #1 provider of GRC software applications solutions
                    •      Customer-base includes Fortune 500 leaders with over 120,000 users in 40 countries worldwide
                    •      Industry analysts at Forrester Research and Gartner rank as an elite leader within the Compliance
                           sector


                    SearchAmerica, the market leading provider of SaaS-based payment prediction software, automated Charity/
                    Medicaid processing, and address verification solutions for the hospital and physician sectors, was acquired by
                    Experian, the global leader in providing information, analytical, and marketing services.
                    About SearchAmerica:
                    •     Leading provider of payment prediction data and analytics to the U.S. healthcare industry
                    •     Nearly 200 clients across 500+ hospital and physician facilities, including many of the largest




                    TMG Health, the market leading BPO provider for government sponsored healthcare programs, was acquired
                    by Health Care Service Corporation (HCSC), the 4th largest US health insurer operated through BCBS plans of
                    Illinois, Oklahoma, Texas and New Mexico and various subsidiaries.
                    About TMG Health:
                    •       Supports over 1.8 million Medicare and Medicaid members handling more than 20 million claims
                            annually
                    •       Customer-base includes Medicare and Medicaid HMOs, employer retirement plans and other health
                            plans in all 50 states
                    •       The markets’ only independent outsourced services provider within the complex managed government
                            programs market


                    MED3OOO, a leading provider of healthcare management, outsourcing, and data management solutions
                    was recapitalized by Mitsui & Co. (USA), Inc., a wholly owned subsidiary of the $55 billion Japanese-based
                    conglomerate, Mitsui & Co., Ltd.
                    About MED3000:
                    •     Business consists of over 1,500 employees with operational centers nationwide
                    •     Clients include 10,500 physicians,16,000 technology users, 100+ hospitals/health systems and IPA’s
                          (California, Florida, Illinois)
                    •     $250 Million in Recurring Revenue under contract
8
TripleTree led eight investment banking transactions in 2008, totaling over $750M in deal volume. Most notable about our advisory work over the past 18
months has been the strong interest of global acquirers in the clients who offer platform solutions and the aggressiveness with which private equity firms are willing
to pursue best in class businesses in select sectors and industry verticals.

                                                                              Sircon Corporation, a SaaS industry leader of compliance solutions for the insurance IT Industry, was acquired by
                                                                              Vertafore, a Hellman & Friedman and JMI Equity-backed provider of insurance-related software and information
                                                                              solutions.
                                                                              About Sircon:
                                                                              •     SaaS leader that solves mission-critical problems in the $60 billion insurance IT market
                                                                              •     Client base including 1,500 carriers, 20,000 brokers/agencies, 250,000 individual producers/
                                                                                    agents, 18 U.S. states


                                                                              Whole Health Management, a provider of comprehensive health services through the operation of on-site health
                                                                              and wellness clinics for large, self-insured employers was acquired by Walgreens, the nation’s largest drugstore
                                                                              chain.
                                                                              About Whole Health:
                                                                              •      Clinics deliver significant savings to corporations through lower healthcare costs and increased
                                                                                     productivity.
                                                                              •      Serves more than 320,000 employees and dependents across large corporations and Fortune 500
                                                                                     companies


                                                                              Connextions, a technology-based BPO firm with broad expertise in the healthcare industry and enterprise
                                                                              market, acquired an ownership interest in Aha! Software, augmenting its predictive analytics capabilities.
                                                                              About Connextions:
                                                                              •    2,500+ professionals
                                                                              •    Serves Fortune 500 clients and healthcare organizations
                                                                              •    Industry recognition includes Deloitte & Touche’s Fast 50 and Inc. Magazine Fastest Growing Companies



                                                                              OneNeck IT Services Corporation, a leading ERP outsourcing services provider to mid-market companies,
                                                                              acquired the managed hosting business unit of Ensynch, an IT consulting infrastructure and staffing company.
                                                                              About OneNeck:
                                                                              •     Provides tailored solutions for mid-market companies
                                                                              •     Supports 50+ customers at over 700 global sites
                                                                              •     Ranked as #1 ERP management outsourcer by industry publications


                                                                              Fair Isaac Corporation’s insurance bill review business unit was acquired by Mitchell International, Inc., a leading
                                                                              data and technology provider to the automotive repair and property and casualty insurance industries.
                                                                              About the Insurance Bill Review Business Unit:
                                                                              •      SmartAdvisor software is the leading medical bill review platform for workers’ compensation and
                                                                                     automotive claims offered via a licensed or ASP model
                                                                              •      Service bureau operations provide outsourced bill review, case management, and utilization review
                                                                                     services
                                                                              •      Clients include large self-insured employers, insurance carriers, and third party administrators
                                                                                                                                                                                                     9
capital markets (focus on U.S.)
Market realities have set a challenging M&A and capital formation environment for             Companies that miss the unique window of opportunity to become a platform
2009. Because valuations may not materially change in the next 2-4 years, CEOs                acquisition for interested acquirers in today’s market could be forgoing a
and financial sponsors need to closely consider real growth prospects, competitive            strategic outcome, and may ultimately find themselves valued at more traditional
pressures, and the time value of investments relative to their interest in a liquidity        financial metrics once the consolidation trends that begin in 2009 stretch over
event.                                                                                        the next several quarters.



MARKET OBSERVATIONS:

As 2008 came to a close, world political leaders and financial firms were coordinating        Premium Separation: During a downturn, high quality companies tend to separate
efforts to reduce the current credit constraints and stabilize capital markets. Jobless       themselves from competitors more quickly via differentiated solutions and unique
claims in the U.S. are at their highest levels in recent memory with over 2M jobs lost in     value propositions. Examples of this include next generation companies offering
2008 and a current unemployment rate of 6.5%. Housing prices in most markets across           on-demand (SaaS) delivery models and the incumbent benefits of scalability, strong
the country continued to post double-digit declines throughout the year, with one             user adoption and cost effectiveness. Though on demand businesses saw value
out of ten homeowners either delinquent on their mortgage or already in foreclosure.          compression as public market comparables retreated from the 6x – 9x revenue
Political sea changes in the U.S. are also significant as a new presidential administration   multiples seen in Q108, we remain bullish on recurring revenue and SaaS business
takes office. All major U.S. and global indices are trading at multi-year lows and equity     models, and view the popularity of cloud computing initiatives as additional validation
markets have fallen 50% from their 2007 highs with respective declines in 2008 of 35%         that on demand solutions could be a bright spot for tech-enabled businesses in 2009.
for the DJIA; 40% for the S&P 500, and 42% for the NASDAQ.                                    The popularity of cloud computing is multi-fold, including desirable operating and
                                                                                              financial attributes and the “greening of IT” (as cost cutting is at the top of the agenda
These figures validate the report of the National Bureau of Economic Research that            for most CIOs).
the U.S. has been in a recession since late 2007, but unlike the market downturn of
2001 current impacts are much broader. With Q109 girding for likely increases in Looking back, 2008 will be remembered for notable bank failures including Bear Sterns
government regulation, slower economic growth, and shifting of business strategies, and Lehman Brothers, and massive economic uncertainty prompting discussions
TripleTree has a few perspectives for mid-market and emerging companies.               of governmental intervention, the likes of which haven’t been seen since the Great
                                                                                       Depression. The chart and table to the right highlight notable financial news and
IPO Market: Countless S-1 filings have been pulled and the odds for public market events from 2008:
liquidity events are close to non-existent. According to industry sources, IPO filings
have decreased 70% from a year ago, and there were only two venture-backed
technology IPOs in 2008.


 10
1
    100
                   2               3                                             4
                                                                                     5                           67 8 9
     90                                                                                                                        10
     80

                                                                                                                                            11       12
     70


     60


     50

      Jan-08       Feb-08       Mar-08        Apr-08        May-08     Jun-08        Jul-08       Aug-08       Sep-08       Oct-08       Nov-08       Dec-08



1   Jan 08 – Oil passes $100 a barrel for the first time in history                      7    Sept 08 – Freddie Mac/Fannie May seek government protection from
                                                                                              bankruptcy
2   Feb 08 – Global inflation hits 10-20 year high
                                                                                         8    Sept 08 – Lehman Brothers files for bankruptcy, Bank of America purchases
3   Mar 08 – JP Morgan purchases Bear Stearns                                                 Merrill Lynch, AIG seeks bridge loan

4   Jul 08 – Beginning of “credit crunch” with loss of confidence by investors           9    Sept 08 – JP Morgan purchases Washington Mutual
    in the value of securitized mortgages in the U.S .resulting in liquidity
    issues                                                                               10   Oct 08 – U.S. House of Reps votes 263-171 to pass $700B bailout bill, Presi-
                                                                                              dent Bush signs into law hours later
5   Jul 08 – Oil peaks at $147 a barrel before gradually declining to below $50
                                                                                         11
    a barrel in December of ‘08                                                               Nov 08 – U.S. Presidential election

6   Sept 08 – Unemployment hits 6.1%, its highest point in 5 years                       12   Dec 08 - The National Bureau of Economic Research (NBER) declared that the
                                                                                              U.S. entered a recession in December of 2007




                                                                                                                                                                             11
m&a markets
MARKET OBSERVATIONS:

Overall M&A spending and deal volume declined in 2008. According to The 451 Group, technology related M&A spending and deal volume (including mega merger deals)
was down nearly 40% Y/Y and 23% Y/Y respectively.

Not surprisingly, emerging and mid-market businesses fared somewhat better than most and saw an increase in M&A activity in 2008. Independent industry sources
show that 2008 saw an increase in M&A deals of approximately 10% over 2007 for businesses at or below $750M enterprise value threshold.




                                                       Mid-Market M&A (Industry Agnostic) by # of Deals


                                   # of deals


                                                                                                             k
                                    5,000
                                                                                                                  + 10%
                                    4,000                                                                                        Below
                                                                                                                                 $50M

                                    3,000
                                                                                                                                 $50M -
                                                                                                                                 $250m
                                    2,000

                                                                                                                                 $250M -
                                    1,000                                                                                        $720M


                                        0
                                                2002      2003     2004         2005           2006           2007        2008


                                                                    * Includes North American transactions only
 12
TripleTree offers the following outlook for 2009 M&A activity:


General M&A: Global acquirers will continue to be acquisitive and most M&A activity                   Deal Size: Mega mergers and $1B deals decreased in volume as a function of tighter
will consist of tuck-under acquisitions of complementary solutions. Some enterprises                  market conditions and bearish attitudes. According to The 451 Group, deals valued at
will pursue more aggressive M&A strategies to enter entirely new markets and capture                  more than $1B in 2008 will account for less than half the number of total deals done
expansion opportunities in tumultuous market conditions.                                              in any of the past three years.

Shifting Market Consolidators: Enterprise class vendors have historically led M&A                     Deal Structure: The lack of debt financing at the mega-deal level is having a trickle
activity in most sectors. Changing market dynamics such as consumerism, cloud                         down effect and more conservative deal terms considering profitability, cash flow
computing, healthcare transparency, and content management will likely change                         visibility, and sector specific parameters are now evident.
this trend. Global leaders will remain active but many mid-market firms will step
up their M&A activities to acquire weakened competitors and address white space                       No Parallel Processes for Sellers: The non-existent IPO market will set a new playing
opportunities.                                                                                        field for M&A discussions as global aggregators and financial sponsors focus on a deal
                                                                                                      without the competitive distraction of public market liquidity options.

                                     Technology M&A (2004-2008)*                                                          Healthcare M&A (2004-2008)*
                        # of deals                     # of deals          $ Billions                    # of deals                   # of deals            $ Billions
                      2,500                            Deal size             $250                         1,200                       Deal size                 $200

                      2,000                                                  $200                         1,000
                                                                                                                                                                $150
                                                                                                            800
                      1,500                                                  $150
                                                                                                            600                                                 $100
                      1,000                                                  $100
                                                                                                            400
                                                                                                                                                                $50
                        500                                                  $50                            200

                           0                                                 $0                                0                                                $0
                                2004     2005   2006       2007     2008                                              2004    2005   2006     2007   2008

                                                                            * Includes North American transactions only
                                                                                                                                                                                       13
venture capital
MARKET OBSERVATIONS:

According to the National Venture Capital Association, venture capital firms predict           Portfolio Trimming:     Given limited liquidity options, TripleTree expects
they will reduce investments in 2009 by at least 10%. As funds and their limited               underperforming companies or those with long-time horizons for growth to be
partners feel squeezed and retrench, many businesses will struggle and hope to                 trimmed from some portfolios, largely though M&A.
survive on current cash flows or raise a small round to add sustenance until 2010,
when funding spigots may open beyond a trickle.                                                Trend Investing: Early-stage interest persists in Green-tech / Clean-tech, much of
                                                                                               healthcare, and areas engendering IT optimization and cost management, like cloud
Cash is King: The challenge for venture backed companies will be balancing growth              computing.
and conserving cash. Realistic forecasts showing a pathway to positive cash flow in
the near-term may include a re-evaluation of operating metrics, sales focus, and cost
cutting.




                                 Technology VC Investment (2004-2008)*                                              Healthcare VC Investment (2004-2008)*
                        # of deals                 # of deals            $ Billions                    # of deals                     # of deals       $ Billions
                                                   Deal size                                                                          Deal size
                         2,000                                              $15                          800                                                $12

                         1,600
                                                                                                         600                                                $9
                                                                            $10
                         1,200
                                                                                                         400                                                $6
                           800
                                                                            $5
                                                                                                         200                                                $3
                           400

                             0                                              $0                               0                                              $0
                                     2004   2005   2006    2007   2008                                              2004    2005    2006     2007   2008

                                                                           * Includes North American transactions only
  14
private equity
MARKET OBSERVATIONS:

Private equity investments dropped to a five-year low in 2008. Globally, private equity               Issues will persist for hedge funds, pension funds, and endowments. Accounting
activity was $188B, down 72% Y/Y; and buyout deals comprised less than 10% of                         for billions of dollars in U.S. private equity firms, investments and fiduciary requirements
total M&A volume, down 21% from 2006 (Source: Thomson Reuters). In 2009, many                         for these types of investors will add further confusion to the landscape.
PE firms will seek exit advice for current portfolio companies and some new growth
investment.                                                                                           Public perceptions will trend negative. Some would give private equity firms a black
                                                                                                      eye for poor performance but news about mismanagement and unethical activity is
Private Equity portfolio companies will become acquisitive. As PE firms reevaluate                    also top of mind. Blackstone Group is down 81% from its celebrated high of $35/share
their portfolios, reduced valuations will offer new opportunities to invigorate growth                in mid-2007 and recent news of mismanagement at other firms has contributed to
into some current investments.                                                                        billions of dollars lost, negative headlines, and sagging investor confidence.

Support from LPs will be problematic. The “chicken and egg” analogy of seeking
opportunistic investments while capital calls are placed to cynical LP’s will markedly
impact the success of many PE firms.



                             Technology PE Investment (2004-2008)*                                                   Healthcare PE Investment (2004-2008)*
                     # of deals                # of deals          $ Billions                          # of deals                   # of deals         $ Billions
                                               Deal size                                                                            Deal size
                      250                                                  $3.0                         140                                                  $2.0
                                                                                                        120
                      200                                                  $2.5
                                                                                                        100                                                  $1.5
                                                                           $2.0
                      150                                                                                80
                                                                           $1.5                                                                              $1.0
                      100                                                                                60
                                                                           $1.0
                                                                                                         40
                                                                                                                                                             $0.5
                       50                                                  $0.5                          20
                        0                                                  $0.0                            0                                                 $0.0
                             2004    2005     2006      2007   2008                                                 2004   2005    2006      2007   2008

                                                                      * Includes North American transactions only
                                                                                                                                                                                             15
about
     TripleTree’s investment banking and advisory practice is focused on the intersection of disruptive technology delivery
     models, business services, and vertical industry specialization.

     Our commitment since our founding in 1997 has been to provide best in class private businesses with independent
     perspectives, insight based on proprietary research, and candid advice regardless of popularity.

     TripleTree’s principals bring decades of experience as former operators of technology-based businesses in healthcare,
     financial services, professional services, telco and distribution. We have led over 100 sell-side M&A transactions totaling
     $5B in enterprise value with clients and buyers on three continents. Our recapitalization practice is growing quickly and
     since 2006 our team has concluded over a dozen financing transactions with an enterprise value in excess of $1B.

     After you have considered the perspectives offered in Acuity2009, we look forward to learning more about your
     organization, the opportunities you’re facing, and how we can accelerate your success through unique and insightful
     investment banking support.




     7601 France Avenue South, Suite 150, Minneapolis, MN 55435        |   952-253-5300    |   www.triple-tree.com

16
a - c u - i - ty (noun)
                                    sharpness; acuteness; keenness: acuity of vision; acuity of mind.




In 2009, TripleTree Research adopted green publishing practices and will print only limited
quantities of reports. While we remain committed to a rigorous primary research agenda, we’re
encouraging readers to download online versions of our content.

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TripleTree Acuity2009

  • 1. Acuity2009 Annual Middle Market Investment Banking Synopsis & Outlook ALL RIGHTS RESERVED. NO PART OF THIS PUBLICATION MAY BE REPRODUCED OR UTILIZED IN ANY FORM OR BY ANY MEANS, ELECTRONICALLY OR MECHANICALLY WITHOUT PRIOR PERMISSION IN WRITING FROM THE PUBLISHER. COPYRIGHT © 2009 TripleTree, LLC
  • 2. Independent | Insightful | Relevant TripleTree, LLC is an independent, mid-market investment bank focused on mergers and acquisitions, capital formation and strategic advisory for healthcare and technology firms.
  • 3. sentiment “We’ve been given this on a silver platter…we might as well use it as an opportunity…you can retrench, pull in your horns, protect the balance sheet and preserve cash. Or you can realize that this is about humanity screaming for change.” - Sam Palmisano, Chief Executive Officer, IBM as quoted in Fortune Magazine, December 2008 “Almost by definition the entrepreneurs who have the moxie to walk through your door in tough times tend to have better ideas.” - Michael Goguen, Managing Partner, Sequoia Capital as quoted in www.businessweek.com, December 2008 “We’re very bullish…it’s during downturns like these where you get to prove yourself, where strong companies pull away from weak ones…we think this environment presents a great opportunity…” - Tien Tzuo, CEO, Zuora; former SVP of Salesforce.com quote provided for Acuity2009 “The current market is a period of Darwinian change…the recession and shuttered IPO market will place tremendous pressure on portfo- lio companies to tighten their belts and re-tool where necessary.’’ - Mark Heesen, President, National Venture Capital Association as quoted in www.CBR.com, December 2008 “…businesses need to ask themselves…’what is our vision for where this industry is going with or without us’…’what is our differentiated strategy within that vision’…’how are we going to execute in the next 12 to 18 months’…?” John Chambers, Chief Executive Officer, Cisco Systems as quoted in www.fastcompany.com, December 2008 1
  • 4. viewpoint Companies and their investors are trying to make sense of what to do next amid the most chaotic economic environment since the 1930s. While the U.S. financial crises have had a direct impact on the global economy, stock markets are down markedly, short-term credit has dried up and all indicators including consumer spending, employment, auto sales, retail sales, and factory outputs have the U.S. economy in need of fundamental changes. During this shake out new leaders will emerge, and for mid-market firms the potential could be profound. TripleTree is telling clients that bold, strategic thinking today can be game-changing tomorrow. For instance, fragmented industries like healthcare are ripe for innovation and opportunities are materializing as players from retail, publishing, and financial services industries begin to address the unmet needs of consumers. Every day we talk to strategic buyers, financial sponsors, and the best technology-enabled firms in North America. Their interest in acquiring high growth businesses despite market conditions remains strong. Transaction terms for M&A will likely tilt more toward equity financing and away from debt, but strategic valuations are possible and deals are getting done. TripleTree’s M&A and advisory business grew over 50% in 2008. While we have a keen appreciation for the tenuous economic climate, we’re bullish on 2009 because of our focus on proprietary research and dedication to a work product tailored specifically to middle market firms and their financial sponsors. We’re hopeful this issue of Acuity2009 provides useful perspective on the current market landscape and where TripleTree is providing investment banking support. We look forward to reconnecting for an update on your business and learning how we can help your management team and shareholders. Sincerely, Kevin Green, Co-Founder & Managing Partner David Henderson, Co-Founder & Managing Partner Peter Erickson, Managing Partner Joe Schiesl, Managing Partner Scott Tudor, Managing Partner Chris Hoffmann, Senior Principal Brian Klemenhagen, Senior Principal 2
  • 5. questions As a boutique investment bank, TripleTree’s community consists of three distinctive yet interrelated groups: Mid-Market Firms, Financial Sponsors, and Global Aggregators. In addition, we maintain a network of active advisors, former clients and industry partners. In an environment of likely consolidation, each of our constituents is searching for either new pockets of growth, new capital sources, or new strategic partners. As they seek answers, a range of questions have emerged: VALUATION REALITIES • Is now the right time to be pursuing a liquidity event? • Given tough market conditions, is capital funding for growth companies or shareholder liquidity available? • Are strategic valuations still possible and what factors drive top quartile outcomes? • As scrutiny grows around M&A and investment activities, what perspectives are critical in assessing timing and approach? SECTOR CONSIDERATIONS • Have enterprise software buying habits been changed forever? • How should we be considering federal initiatives and regulations on our industry in light of the incoming U.S. presidential administration? • What is the potential for mass-market retailers like Wal-Mart, Amazon and Google to disrupt traditional industry verticals such as healthcare, telcom, insurance, and banking? • Are mobile solutions finally ready for a break-out move? • In the technology industry, cloud computing is disassembling the “technology stack” as we’ve known it. Many are left asking where the best growth stories for 2009 will be centered. Integration? Data management? Content optimization? Vertical specialization? • In the healthcare industry consumerism is growing as alternative care models disrupt traditional industry practices: payors are assessing whether their current business model and legacy technologies support the ways that today’s consumers need to be serviced; providers are seeking best approaches for addressing issues around reimbursement, smart devices and consumer transparency; and global healthcare services firms like Express Scripts, Walgreens and Johnson & Johnson are seeking investments and acquisitions for new solutions to extend their traditional competencies. • As mid-market firms take advantage of opportunities in new markets, how should partner ecosystems, go-it-alone strategies, consumerism, or other trends be considered? 3
  • 6. advice We are of the mindset that preserving cash and hunkering down should not be a universal strategy for growth oriented businesses. As the marketplace filters dozens of variables impacting sales, operations and executive thinking, we’re telling CEOs and investors to not simply assume that all activity in your sector will come to a standstill. Rather, we’re asserting that a number of sectors will see new, non-traditional market leaders come forward and that strategic alternatives should be assessed. PREPARE FOR CONSIDER NEW BUSINESS MODELS OVERTURES AND CHANGING THEMES • Many of the better innovators are already being approached by potential • Realizing that the influence of consumerism can create growth acquirers. For firms with On Demand or Software as a Service (SaaS) opportunities for solutions ranging from healthcare and financial delivery, this is happening with the growing interest in subscription- applications to enterprise logistics and education. based pricing and multi-tenant delivery models as highly leveraged application platforms. • Acquisitions will not be limited to global firms. Mid-market players with stable fundamentals will become acquisitive, especially seeking • Having an appreciation for how your business will be viewed as a businesses with disruptive delivery models and recurring revenue strategic asset given today’s market will impact thinking on timing and streams. approach. • Understand your current market landscape. Where it evolves is critical • Preparing for strategic discussions today requires an approach beyond to visualizing new opportunities and building an innovative roadmap. considering traditional financial synergies. Well articulated long-term For example, the convergence of media and content management thinking, a focus on new markets, identification of strategic partners and strategies is beginning to shed light on the fact that ad-driven revenue an understanding of disruptive delivery models are critical components models can’t offer long-term sustainability. to these discussions. • Some of the best business models we’re seeing are “assemblers” and • In mature sectors like Enterprise Resource Planning (ERP), over half “hybrids”. Said differently, firms that are identifying specific marketplace of vendor revenues are derived from single-digit maintenance and point and addressing them with solutions comprised of disparate pieces professional services growth. Without the aid of acquisitions, the notion rather than suites represent a new approach to brand building. of “high growth” will be nearly impossible and embracing new delivery models like SaaS and industry specialized solutions will be critical for accelerating revenues and remaining relevant. 4
  • 7. growth areas 2009 Traditionally, healthcare and government sectors are the most immune from economic downturns. During this time, forward thinking executives will be provided with a great occasion to leverage disruptive approaches in both their legacy market and new adjacent areas. TripleTree will continue its focus on the healthcare market and disruptive, technology-enabled solutions and services. We will also apply resources to vertical industry solutions and where business applications are being influenced by consumerism and the need for better analytical solutions. In 2009, TripleTree will provide investment banking support and conduct primary research in the following areas: TECHNOLOGY HEALTHCARE • Analytics • Compliance • Clean Tech & Green IT • Consumer Directed Health • Cloud Computing & On Demand • Informatics & Analytics • Collaboration & Content Management • mHealth • Financial Applications • Pharma/Life Sciences • Governance & Compliance • Retail • Mobile Solutions • Revenue Cycle Management • 1:1 Marketing • Seniors Market • Procurement & Financial Value Chain 5
  • 8. TripleTree Research supports our investment banking services, and is tailored to provide business builders and investors with an independent and relevant perspective for creating value. NEXT GENERATION mHEALTH SAAS PLATFORMS COMPLIANCE REMOTE ECOSYSTEMS EVOLVE TO MEET THE NEEDS OF EMERGING SAAS BUILDING A PLATFORM PATIENT MONITORING VENDORS APPROACH TO ENTERPRISE COMPLIANCE AND A TripleTree Industry Analysis A TripleTree Industry Analysis A TripleTree Industry Analysis SPOTLIGHT REPORT SPOTLIGHT REPORT SPOTLIGHT REPORT WWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300 WWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300 WWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300 Report Summary Report Summary Report Summary This Spotlight Report assesses why This Spotlight Report is a follow-up to This Spotlight Report identifies over a compliance and risk management our spring 2007 report Telemedicine dozen vendors who have positioned needs are top of mind for enterprises 2.0, which provides an overview of themselves as SaaS Platforms and and where vendors are creating the entire field of wireless health highlights four components TripleTree automated solutions to serve these and addresses more specifically has identified as a basic framework evolving set of needs. It concludes with the convergence of clinical and for their success. It concludes with a a viewpoint of how an enterprise-wide consumer applications through review of six differentiating functions compliance platform and ecosystem mobile enablement. We provide an for this framework and offers some will evolve in what is currently a highly update and continued exploration considerations for CEOs who are fragmented market. into a particular area of telemedicine deciding how best to align with a SaaS – Remote Patient Monitoring (RPM) Platform. (Published Q1-2008) delivered to the home or to a mobile (Published Q2-2008) individual. (Published Q2-2008) 6
  • 9. In 2008, TripleTree published six Spotlight Reports (shown below) examining disruptive technologies and growing market trends. COLLABORATION, HEALTH & WELLNESS COMMUNITIES & THE NEXT EVOLUTION ALTERNATIVE DELIVERY MODELS THE EXTENDED ENTERPRISE OF LIFE SCIENCES: AND NEW APPROACHES TO AN INDUSTRY INTRODUCTION HEALTH MANAGEMENT CONSUMERISM, THE SOCIAL TO LIFE SICENCES SERVICES GRAPH, AND APPLICATION A TripleTree Industry Analysis PLATFORMS ARE CONVERGING TO A TripleTree Industry Analysis HELP ORGANIZATIONS LEVERAGE RELATIONSHIPS AND ENHANCE BUSINSS AGILITY A TripleTree Industry Analysis SPOTLIGHT REPORT SPOTLIGHT REPORT SPOTLIGHT REPORT WWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300 WWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300 WWW.TRIPLE-TREE.COM 7601 FRANCE AVE SOUTH, SUITE 150, MINNEAPOLIS, MN 55435 952.253.5300 Report Summary Report Summary Report Summary This Spotlight Report examines This Spotlight Report examines This Spotlight Report marks TripleTree’s new and innovative channels and the rapid change of enterprise first report focused exclusively on methodologies firms are beginning to collaboration and social software the life sciences industry, identifying implement in attracting and affecting solutions. The overarching TripleTree four key areas that are being shaped the individual. To maximize their message to all aspiring “next by the sector’s unfolding evolution: usefulness, TripleTree examines these generation” application providers patient safety; compliance; sales and approaches and how they will need to is clear: “If you’re not engineering marketing; and collaboration. We be delivered in flexible and convenient collaborative capabilities into your highlight the demands shaping the channels while taking a more focused solution, you’re telling the world you’ve call for new technologies and services and tailored approach that coincides decided to remain a legacy application driving these areas, while providing with the disciplines and market vendor.” illustrative examples of solutions that forces from other consumer-centric are leading the charge to enable the industries. (Published January, 2009) industry’s transformation. (Published Q3-2008) (Published Q1-2009) 7
  • 10. outcomes 2008 - Top quartile valuations were attained - Non-traditional global buyers made first-mover acquisitions - Private equity firms showed substantial interest in good growth businesses Paisley, the market leading platform provider of Governance, Risk and Compliance (GRC) software applications solutions was acquired by Thomson Reuters, the global leader in publishing and intelligent information brokerage. About Paisley: • #1 provider of GRC software applications solutions • Customer-base includes Fortune 500 leaders with over 120,000 users in 40 countries worldwide • Industry analysts at Forrester Research and Gartner rank as an elite leader within the Compliance sector SearchAmerica, the market leading provider of SaaS-based payment prediction software, automated Charity/ Medicaid processing, and address verification solutions for the hospital and physician sectors, was acquired by Experian, the global leader in providing information, analytical, and marketing services. About SearchAmerica: • Leading provider of payment prediction data and analytics to the U.S. healthcare industry • Nearly 200 clients across 500+ hospital and physician facilities, including many of the largest TMG Health, the market leading BPO provider for government sponsored healthcare programs, was acquired by Health Care Service Corporation (HCSC), the 4th largest US health insurer operated through BCBS plans of Illinois, Oklahoma, Texas and New Mexico and various subsidiaries. About TMG Health: • Supports over 1.8 million Medicare and Medicaid members handling more than 20 million claims annually • Customer-base includes Medicare and Medicaid HMOs, employer retirement plans and other health plans in all 50 states • The markets’ only independent outsourced services provider within the complex managed government programs market MED3OOO, a leading provider of healthcare management, outsourcing, and data management solutions was recapitalized by Mitsui & Co. (USA), Inc., a wholly owned subsidiary of the $55 billion Japanese-based conglomerate, Mitsui & Co., Ltd. About MED3000: • Business consists of over 1,500 employees with operational centers nationwide • Clients include 10,500 physicians,16,000 technology users, 100+ hospitals/health systems and IPA’s (California, Florida, Illinois) • $250 Million in Recurring Revenue under contract 8
  • 11. TripleTree led eight investment banking transactions in 2008, totaling over $750M in deal volume. Most notable about our advisory work over the past 18 months has been the strong interest of global acquirers in the clients who offer platform solutions and the aggressiveness with which private equity firms are willing to pursue best in class businesses in select sectors and industry verticals. Sircon Corporation, a SaaS industry leader of compliance solutions for the insurance IT Industry, was acquired by Vertafore, a Hellman & Friedman and JMI Equity-backed provider of insurance-related software and information solutions. About Sircon: • SaaS leader that solves mission-critical problems in the $60 billion insurance IT market • Client base including 1,500 carriers, 20,000 brokers/agencies, 250,000 individual producers/ agents, 18 U.S. states Whole Health Management, a provider of comprehensive health services through the operation of on-site health and wellness clinics for large, self-insured employers was acquired by Walgreens, the nation’s largest drugstore chain. About Whole Health: • Clinics deliver significant savings to corporations through lower healthcare costs and increased productivity. • Serves more than 320,000 employees and dependents across large corporations and Fortune 500 companies Connextions, a technology-based BPO firm with broad expertise in the healthcare industry and enterprise market, acquired an ownership interest in Aha! Software, augmenting its predictive analytics capabilities. About Connextions: • 2,500+ professionals • Serves Fortune 500 clients and healthcare organizations • Industry recognition includes Deloitte & Touche’s Fast 50 and Inc. Magazine Fastest Growing Companies OneNeck IT Services Corporation, a leading ERP outsourcing services provider to mid-market companies, acquired the managed hosting business unit of Ensynch, an IT consulting infrastructure and staffing company. About OneNeck: • Provides tailored solutions for mid-market companies • Supports 50+ customers at over 700 global sites • Ranked as #1 ERP management outsourcer by industry publications Fair Isaac Corporation’s insurance bill review business unit was acquired by Mitchell International, Inc., a leading data and technology provider to the automotive repair and property and casualty insurance industries. About the Insurance Bill Review Business Unit: • SmartAdvisor software is the leading medical bill review platform for workers’ compensation and automotive claims offered via a licensed or ASP model • Service bureau operations provide outsourced bill review, case management, and utilization review services • Clients include large self-insured employers, insurance carriers, and third party administrators 9
  • 12. capital markets (focus on U.S.) Market realities have set a challenging M&A and capital formation environment for Companies that miss the unique window of opportunity to become a platform 2009. Because valuations may not materially change in the next 2-4 years, CEOs acquisition for interested acquirers in today’s market could be forgoing a and financial sponsors need to closely consider real growth prospects, competitive strategic outcome, and may ultimately find themselves valued at more traditional pressures, and the time value of investments relative to their interest in a liquidity financial metrics once the consolidation trends that begin in 2009 stretch over event. the next several quarters. MARKET OBSERVATIONS: As 2008 came to a close, world political leaders and financial firms were coordinating Premium Separation: During a downturn, high quality companies tend to separate efforts to reduce the current credit constraints and stabilize capital markets. Jobless themselves from competitors more quickly via differentiated solutions and unique claims in the U.S. are at their highest levels in recent memory with over 2M jobs lost in value propositions. Examples of this include next generation companies offering 2008 and a current unemployment rate of 6.5%. Housing prices in most markets across on-demand (SaaS) delivery models and the incumbent benefits of scalability, strong the country continued to post double-digit declines throughout the year, with one user adoption and cost effectiveness. Though on demand businesses saw value out of ten homeowners either delinquent on their mortgage or already in foreclosure. compression as public market comparables retreated from the 6x – 9x revenue Political sea changes in the U.S. are also significant as a new presidential administration multiples seen in Q108, we remain bullish on recurring revenue and SaaS business takes office. All major U.S. and global indices are trading at multi-year lows and equity models, and view the popularity of cloud computing initiatives as additional validation markets have fallen 50% from their 2007 highs with respective declines in 2008 of 35% that on demand solutions could be a bright spot for tech-enabled businesses in 2009. for the DJIA; 40% for the S&P 500, and 42% for the NASDAQ. The popularity of cloud computing is multi-fold, including desirable operating and financial attributes and the “greening of IT” (as cost cutting is at the top of the agenda These figures validate the report of the National Bureau of Economic Research that for most CIOs). the U.S. has been in a recession since late 2007, but unlike the market downturn of 2001 current impacts are much broader. With Q109 girding for likely increases in Looking back, 2008 will be remembered for notable bank failures including Bear Sterns government regulation, slower economic growth, and shifting of business strategies, and Lehman Brothers, and massive economic uncertainty prompting discussions TripleTree has a few perspectives for mid-market and emerging companies. of governmental intervention, the likes of which haven’t been seen since the Great Depression. The chart and table to the right highlight notable financial news and IPO Market: Countless S-1 filings have been pulled and the odds for public market events from 2008: liquidity events are close to non-existent. According to industry sources, IPO filings have decreased 70% from a year ago, and there were only two venture-backed technology IPOs in 2008. 10
  • 13. 1 100 2 3 4 5 67 8 9 90 10 80 11 12 70 60 50 Jan-08 Feb-08 Mar-08 Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 1 Jan 08 – Oil passes $100 a barrel for the first time in history 7 Sept 08 – Freddie Mac/Fannie May seek government protection from bankruptcy 2 Feb 08 – Global inflation hits 10-20 year high 8 Sept 08 – Lehman Brothers files for bankruptcy, Bank of America purchases 3 Mar 08 – JP Morgan purchases Bear Stearns Merrill Lynch, AIG seeks bridge loan 4 Jul 08 – Beginning of “credit crunch” with loss of confidence by investors 9 Sept 08 – JP Morgan purchases Washington Mutual in the value of securitized mortgages in the U.S .resulting in liquidity issues 10 Oct 08 – U.S. House of Reps votes 263-171 to pass $700B bailout bill, Presi- dent Bush signs into law hours later 5 Jul 08 – Oil peaks at $147 a barrel before gradually declining to below $50 11 a barrel in December of ‘08 Nov 08 – U.S. Presidential election 6 Sept 08 – Unemployment hits 6.1%, its highest point in 5 years 12 Dec 08 - The National Bureau of Economic Research (NBER) declared that the U.S. entered a recession in December of 2007 11
  • 14. m&a markets MARKET OBSERVATIONS: Overall M&A spending and deal volume declined in 2008. According to The 451 Group, technology related M&A spending and deal volume (including mega merger deals) was down nearly 40% Y/Y and 23% Y/Y respectively. Not surprisingly, emerging and mid-market businesses fared somewhat better than most and saw an increase in M&A activity in 2008. Independent industry sources show that 2008 saw an increase in M&A deals of approximately 10% over 2007 for businesses at or below $750M enterprise value threshold. Mid-Market M&A (Industry Agnostic) by # of Deals # of deals k 5,000 + 10% 4,000 Below $50M 3,000 $50M - $250m 2,000 $250M - 1,000 $720M 0 2002 2003 2004 2005 2006 2007 2008 * Includes North American transactions only 12
  • 15. TripleTree offers the following outlook for 2009 M&A activity: General M&A: Global acquirers will continue to be acquisitive and most M&A activity Deal Size: Mega mergers and $1B deals decreased in volume as a function of tighter will consist of tuck-under acquisitions of complementary solutions. Some enterprises market conditions and bearish attitudes. According to The 451 Group, deals valued at will pursue more aggressive M&A strategies to enter entirely new markets and capture more than $1B in 2008 will account for less than half the number of total deals done expansion opportunities in tumultuous market conditions. in any of the past three years. Shifting Market Consolidators: Enterprise class vendors have historically led M&A Deal Structure: The lack of debt financing at the mega-deal level is having a trickle activity in most sectors. Changing market dynamics such as consumerism, cloud down effect and more conservative deal terms considering profitability, cash flow computing, healthcare transparency, and content management will likely change visibility, and sector specific parameters are now evident. this trend. Global leaders will remain active but many mid-market firms will step up their M&A activities to acquire weakened competitors and address white space No Parallel Processes for Sellers: The non-existent IPO market will set a new playing opportunities. field for M&A discussions as global aggregators and financial sponsors focus on a deal without the competitive distraction of public market liquidity options. Technology M&A (2004-2008)* Healthcare M&A (2004-2008)* # of deals # of deals $ Billions # of deals # of deals $ Billions 2,500 Deal size $250 1,200 Deal size $200 2,000 $200 1,000 $150 800 1,500 $150 600 $100 1,000 $100 400 $50 500 $50 200 0 $0 0 $0 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 * Includes North American transactions only 13
  • 16. venture capital MARKET OBSERVATIONS: According to the National Venture Capital Association, venture capital firms predict Portfolio Trimming: Given limited liquidity options, TripleTree expects they will reduce investments in 2009 by at least 10%. As funds and their limited underperforming companies or those with long-time horizons for growth to be partners feel squeezed and retrench, many businesses will struggle and hope to trimmed from some portfolios, largely though M&A. survive on current cash flows or raise a small round to add sustenance until 2010, when funding spigots may open beyond a trickle. Trend Investing: Early-stage interest persists in Green-tech / Clean-tech, much of healthcare, and areas engendering IT optimization and cost management, like cloud Cash is King: The challenge for venture backed companies will be balancing growth computing. and conserving cash. Realistic forecasts showing a pathway to positive cash flow in the near-term may include a re-evaluation of operating metrics, sales focus, and cost cutting. Technology VC Investment (2004-2008)* Healthcare VC Investment (2004-2008)* # of deals # of deals $ Billions # of deals # of deals $ Billions Deal size Deal size 2,000 $15 800 $12 1,600 600 $9 $10 1,200 400 $6 800 $5 200 $3 400 0 $0 0 $0 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 * Includes North American transactions only 14
  • 17. private equity MARKET OBSERVATIONS: Private equity investments dropped to a five-year low in 2008. Globally, private equity Issues will persist for hedge funds, pension funds, and endowments. Accounting activity was $188B, down 72% Y/Y; and buyout deals comprised less than 10% of for billions of dollars in U.S. private equity firms, investments and fiduciary requirements total M&A volume, down 21% from 2006 (Source: Thomson Reuters). In 2009, many for these types of investors will add further confusion to the landscape. PE firms will seek exit advice for current portfolio companies and some new growth investment. Public perceptions will trend negative. Some would give private equity firms a black eye for poor performance but news about mismanagement and unethical activity is Private Equity portfolio companies will become acquisitive. As PE firms reevaluate also top of mind. Blackstone Group is down 81% from its celebrated high of $35/share their portfolios, reduced valuations will offer new opportunities to invigorate growth in mid-2007 and recent news of mismanagement at other firms has contributed to into some current investments. billions of dollars lost, negative headlines, and sagging investor confidence. Support from LPs will be problematic. The “chicken and egg” analogy of seeking opportunistic investments while capital calls are placed to cynical LP’s will markedly impact the success of many PE firms. Technology PE Investment (2004-2008)* Healthcare PE Investment (2004-2008)* # of deals # of deals $ Billions # of deals # of deals $ Billions Deal size Deal size 250 $3.0 140 $2.0 120 200 $2.5 100 $1.5 $2.0 150 80 $1.5 $1.0 100 60 $1.0 40 $0.5 50 $0.5 20 0 $0.0 0 $0.0 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 * Includes North American transactions only 15
  • 18. about TripleTree’s investment banking and advisory practice is focused on the intersection of disruptive technology delivery models, business services, and vertical industry specialization. Our commitment since our founding in 1997 has been to provide best in class private businesses with independent perspectives, insight based on proprietary research, and candid advice regardless of popularity. TripleTree’s principals bring decades of experience as former operators of technology-based businesses in healthcare, financial services, professional services, telco and distribution. We have led over 100 sell-side M&A transactions totaling $5B in enterprise value with clients and buyers on three continents. Our recapitalization practice is growing quickly and since 2006 our team has concluded over a dozen financing transactions with an enterprise value in excess of $1B. After you have considered the perspectives offered in Acuity2009, we look forward to learning more about your organization, the opportunities you’re facing, and how we can accelerate your success through unique and insightful investment banking support. 7601 France Avenue South, Suite 150, Minneapolis, MN 55435 | 952-253-5300 | www.triple-tree.com 16
  • 19. a - c u - i - ty (noun) sharpness; acuteness; keenness: acuity of vision; acuity of mind. In 2009, TripleTree Research adopted green publishing practices and will print only limited quantities of reports. While we remain committed to a rigorous primary research agenda, we’re encouraging readers to download online versions of our content.