M&A market analysis of US IT services market segments

1. ©Cherry Tree & Associates LLC 2016 1
Information Technology Services
Q3 2016 Newsletter
QUARTERLY M&A SUMMARY
 IT M&A picked up in Q3 2016, but lags the volume and value experienced in 2015.
 Low GDP growth and “lackluster” IT spend forecasts cast a shadow on organic growth for IT
services firms.
 Popular targets during the quarter were systems integrators, managed service providers,
security firms, and digital specialists, especially those with deep partner platform expertise (e.g.
Microsoft CRM and Salesforce.com).
 Buyers are seeking predictability with managed services and recurring revenues, and growth
with cloud services and security offerings.
 Established technology product companies acquired IT services firms, including Salesforce,
Konica Minolta, Progress Software, and Teradata.
 Median enterprise value (EV) multiples for publicly traded IT services companies were roughly
the same as the prior quarter. In the Systems Integration segment, 1-year growth rates
increased from 4.3% to 11.1%, largely resulting from M&A activity. In the Security segment,
median LTM EBITDA multiples jumped from 13.5x to 18.5x, however LTM revenue multiples only
increased from 1.5x to 1.7x.

2. ©Cherry Tree & Associates LLC 2016 2
Low Economic and Lackluster Industry Growth
The GDP growth rate of 1.4% in the United States1
has been described as anemic. The labor market
engine remains in gear, as payroll employment rose by 156,000 while the August total was revised up
modestly to 167,000. Given that the employment expansion is now in its seventh year, job gains have
moderated compared with the last two years. The unemployment rate edged higher to 5% as more
workers stepped into the labor force.2
Described as “lackluster” in Gartner’s July report, worldwide IT spending is forecast to be flat in 2016,
totaling $3.41 trillion. This is up from last quarter's forecast of down 0.5%. The growth areas were
Software (5.8%), IT Services (3.7%) and Data Center Systems / Infrastructure (2.0%), and the declining
areas were Devices (-5.3%) and Communications Services (-1.4%).3
Cloud Services are a Bright Spot
The brightest spot in IT services continues to be the massive shift to public cloud platforms. Why? Public
cloud computing offers a compelling value proposition:
 On-Demand usage and pricing
 Global reach
 High scalability
 Resource elasticity
 Rapidly growing set of features and services
 Capital cost avoidance
 Access to real-time and continual online application upgrades
 Ability to rapidly deploy new applications
Gartner estimates the worldwide public cloud services market will grow 16.5% in 2016 to $204 billion,
up from $175 billion in 2015. Each public cloud segment is expected to have rapid growth over the next
10 years. Software as a Service (SaaS) is expected to grow at a 19% CAGR, Platform as a Service (PaaS) at
a 33% CAGR, and Infrastructure as a Service (IaaS) at an 18% CAGR. The big question is not “if” but
“when” will 100% of enterprise workloads will run in the public cloud.4
Cloud solutions company BetterCloud recently surveyed 230,000 IT professionals across almost all
industries and size regarding their cloud usage. They found that the number of organizations that run
100% of their IT in the cloud is rapidly increasing. Approximately 12% of organizations surveyed run
100% of their IT in the cloud. By 2020, 50% of respondents said they will be moving their IT workloads
entirely to the cloud. By 2025, that number will climb past 70%.5
Not surprising, SMBs are moving more rapidly to the cloud than larger organizations. However, public
cloud adoption by large organizations is expected to rise dramatically in coming years. JP Morgan
recently surveyed 207 CIOs from large companies (with annual budgets of $600 million or more) and
found that currently, 16.2% of workloads are running in the public cloud and that by 2020, 41.3% of
workloads will run in a public cloud - at least 20% YoY growth in public cloud workloads over the next
five years. Other interesting findings were over half of respondents will double software and services
1
US Bureau of Economic Analysis, http://www.bea.gov/newsreleases/national/gdp/gdpnewsrelease.htm
2
Moody’s, https://www.economy.com/dismal/indicators/releases/usa_employ
3
Gartner, Inc., 2016 http://www.gartner.com/newsroom/id/3368517
4
Gartner, Inc. 2016 http://www.gartner.com/newsroom/id/3188817
5
BetterCloud, 2015 https://www.bettercloud.com/monitor/cloud-office-systems-adoption/

3. ©Cherry Tree & Associates LLC 2016 3
development staff, 85% will be focused on new market facing apps and services, and 50% of cloud apps
and services are for use cases not served in the client server era.6
IDC predicts that spending on cloud services and IT products will result in 5-10x growth in new apps and
services, including Internet of Things (IoT) and cognitive solutions. Penetration of "cloud code" into on
premise software will increase adoption of hybrid cloud strategies, and expansion of cloud managed and
professional services.7
Public cloud adoption is creating business opportunities for IT services providers who have proven they
can help companies harness the power of cloud technologies, implement best practices, deliver
innovative design, and manage the cultural shift with high employee engagement.
IoT Growth Creating New Opportunities
The Internet of Things (IoT) refers to the networking of physical objects through the use of embedded
sensors, actuators, and other devices that can collect or transmit information about the objects. IoT’s
promise is that new business value will be created through interpreted and actuated connected
“things.” IoT spending in 2015 exceeded $1.7 trillion, a 14% jump from 2014, driven by nearly 15 billion
devices. By 2020, this will rise to $3 trillion and nearly 30 billion devices.8
Mobile phones continue to be
the largest category of connected devices, but in 2018 they are expected to be surpassed by other IoT
devices, which includes connected cars, machines, utility meters, remote metering and consumer
electronics. New use cases will drive IoT sensors and devices to exceed mobile phones as the largest
category of connected devices in 2018, growing at a 23% CAGR from 2015 to 2021.9
Security Services for Networks, Things and Data
Growth of public cloud platforms and connecting things to the internet has resulted in a massive
amount of data in the digital universe. Global data growth has been rising (+50% CAGR) rapidly since
2010, while data infrastructure costs have been falling (-20% CAGR) fast. While there is heightened need
for infrastructure centric security and management, there is also increasing demand for data-centric
security and management. Managed services opportunities are emerging to secure data with centralized
control and protection policy across clouds, users, devices and machines. Those companies building
growing service offerings around security are attractive targets for acquisition.
NOTABLE TRANSACTIONS
September 2016
Payment Software Company, Inc. acquired by NCC Group
Security
NCC Group plc (LSE: NCC) an independent global cybersecurity and risk mitigation firm, has acquired
Payment Software Company Inc. (“PSC”) for a maximum consideration of $18.75m in cash. PSC is a
leading provider of cybersecurity, payment and compliance-related consulting services to the global
payments industry as well as the financial and retail sectors. PSC works with a broad range of blue chip
clients including major financial institutions and other businesses across the payment sector. PSC is
based in Silicon Valley, with presence in 29 states in the US. Total consideration of up to $18.75m - initial
payment of $15m (subject to completion adjustments), with two further payments of up to $1.875m
6
JPMorgan 2016, Barons 2016, http://blogs.barrons.com/techtraderdaily/2016/04/14/amazon-seeing-
momentous-change-of-guard-as-public-cloud-booms-says-jp-morgan/
7
IDC, 2016, http://www.idc.com/promo/thirdplatform/fourpillars/cloud
8
Gartner, 2016
9
Ericsson Mobility Report, 2016 https://www.ericsson.com/mobility-report

4. ©Cherry Tree & Associates LLC 2016 4
each, over the next two years dependent on performance related targets. In the year to 31 December
2015, PSC generated adjusted EBITDA of $1.6m on revenue of $9.5m, with approximately 85% of the
revenue annually repeating.
September 2016
Kurt Salmon acquired by Accenture
Consulting
Continuing with its strategy of growing through acquisitions, Accenture announced that it has entered
into an agreement to acquire Kurt Salmon – a strategy consulting firm – that mainly focuses on the retail
industry. Founded in 1935, Kurt Salmon specializes in providing operational strategy consulting, which
includes merchandising, logistic and supply chain operations, product development, omni-channel retail
strategy, corporate strategy and due diligence. The company has over 260 employees throughout its
offices in the US, Germany, UK, Japan and China. Accenture intends to integrate Kurt Salmon’s business
into its Accenture Strategy division and expects the target company’s employees to join the integrating
division upon successful completion of the acquisition.
September 2016
Anthelio acquired by Atos
Integration
Atos further strengthened its digital health services portfolio in the fast-growing US healthcare market
by acquiring Anthelio, a recognized industry leader in the healthcare market with a full suite of
healthcare IT services, IP based revenue cycle management services, and state-of-the-art patient
engagement solutions. Anthelio expands the footprint of Atos' North American operations with the
addition of more than 1,700 Anthelio employees of which 1,300 are in the US, and doubles Atos’ existing
$200m of revenue in healthcare services in North America and adds $600m of backlog. Following this
acquisition, Atos expects to generate $2.5 billion of revenue in North America, its largest geography.
August 2016
Systems Maintenance Services acquired by Partners Group
Managed Services
Partners Group, a global private markets investment manager, has agreed to acquire global IT support
services provider Systems Maintenance Services ("SMS"). SMS is being sold by funds affiliated with
Thomas H. Lee Partners, L.P. ("THL") and Summit Partners ("Summit"). Founded in 1981, US-based SMS
is headquartered in Charlotte, North Carolina, and provides IT infrastructure services to a client base of
more than 3,000 businesses. SMS is the global market leader in third-party maintenance services, which
it offers in conjunction with its full suite of IT system support services. SMS has over 900 engineers on its
staff and serves clients through more than 100 service centers across North America, Europe and Asia-
Pacific, covering equipment from all the major IT original equipment manufacturers. In 2015, SMS
recorded revenues of approximately $245m.
July 2016
Big Data Partnership acquired by Teradata
Consulting
Teradata (NYSE: TDC), the big data analytics company, announced that it has purchased Big Data
Partnership, a leading EMEA-based services provider of big data solutions and training. Big Data
Partnership has deep expertise in disruptive technologies, including Apache Hadoop, and helps its
clients discover how to become more data driven and data savvy through data science and the adoption
of the latest big data technologies.

5. ©Cherry Tree & Associates LLC 2016 5
IT SERVICES PERFORMANCE INDEX
Cherry Tree monitors the IT services market, including deal rationale, volume and multiples. The IT
Services Performance Index is a group of 57 publicly traded companies representing each of the market
segments. Over the past twelve months, publicly traded IT services firms in Cherry Tree’s IT services
index have generally performed in line with S&P 500.
PUBLIC COMPS - Median Statistics
Median Enterprise Values for publicly traded companies in the index are summarized below by segment.
($ in millions)
Number of Gross EBITDA LTM LTM LTM
Company Name Companies Margin Margin Revenue Gross Profit EBITDA 1-Year 3-Year
SUMMARY
STAFFING 12 18.9% 4.8% 0.4x 1.7x 7.8x 1.8% 4.3%
SYSTEMS INTEGRATION 12 25.3% 10.5% 1.4x 5.8x 11.6x 11.1% 1.8%
CONSULTING 10 38.2% 11.1% 1.2x 3.7x 10.9x 4.5% 4.1%
OUTSOURCING 18 32.9% 16.4% 1.9x 5.6x 10.5x 12.2% 14.0%
SECURITY 5 26.2% 9.3% 1.7x 2.8x 18.3x 12.0% 10.6%
ALL COMPANIES 57 31.1% 11.9% 1.3x 4.7x 10.5x 8.3% 6.6%
As of
Enterprise Value / Revenue
Growth
9/30/2016

6. ©Cherry Tree & Associates LLC 2016 6
SELECT TRANSACTIONS
Date Target Acquirer Segment Target Description Link
09/29/16 Payment
Software
Company
NCC Group (LSE:NCC) Security Provides cyber security,
payment, and compliance
consulting services.
click
09/29/16 Promontory
Financial Group
IBM (NYSE:IBM) Consulting Provides strategy, risk
management, and
regulatory compliance
consulting services that
focus primarily on the
financial services industry.
click
09/27/16 CADD Edge TriMech Integration Reseller of product design
software.
click
09/26/16 DayNine
Consulting
Accenture (NYSE:ACN) Consulting Provides implementation
services for Workday, a
provider of enterprise cloud
applications for finance and
human resources.
click
09/26/16 Red Stack
Technology
Data Intensity Consulting Provides design and
implementation of
software, hardware,
consulting, and managed
services across the Oracle
technology stack.
click
09/22/16 Kurt Salmon Accenture (NYSE:ACN) Consulting Provides operational
strategy consulting, which
includes merchandising,
logistic and supply chain
operations, product
development, omni-channel
retail strategy, corporate
strategy and due diligence
click
09/22/16 Quality
Associates
Konica Minolta Business
Solutions
Outsourcing Provides enterprise-class
services and customized
solutions for content
management, document
imaging solutions and BPO
scanning.
click
09/21/16 Altuscio
Networks
Konica Minolta Business
Solutions
Integration Provides integration of
cloud, IT security and the
management of IT systems.
click
09/21/16 Ross
Technologies
Assured Information
Security
Security Provides cybersecurity
services to the DoD and
commercial clients in the
Washington DC area.
click
09/20/16 System One Thomas H. Lee Partners Staffing Provides staffing and
technical support services to
clients in energy,
engineering, information
technology, commercial,
and scientific sectors
click
09/19/16 Maverick
Solutions
GP Strategies (NYSE:GPX) Training Provides Oracle ERP training
services.
click

7. ©Cherry Tree & Associates LLC 2016 7
Date Target Acquirer Segment Target Description Link
09/19/16 Avnet
Technology
Solutions
Business
Tech Data
(NasdaqGS:TECD)
Integration Provides value-added
distribution of technology
solutions, services,
software, and hardware.
click
09/16/16 Com-Com Park Place Technologies Integration Provides a wide range of IT
cost containment solutions,
specializing in post warranty
hardware maintenance and
extending the life cycle of
assets with ‘End-of-Life’
(EOL) maintenance support.
click
09/15/16 R2integrated Baird Capital Digital Provides full-service digital
agency services using
marketing cloud technology
combined with brand
expression and demand
generation for a nationwide
client base of mid-market
and enterprise level brands.
click
09/15/16 TCP Cloud Mirantis Managed
Services
Provides managed services
for OpenStack,
OpenContrail and
Kubernetes.
click
09/14/16 Next Wave
Health Advisors
The Huntzinger
Management Group
Consulting Provides strategy and
management consulting in
the area of healthcare
information technology.
click
09/14/16 Intermedia Madison Dearborn
Partners
Integration Provides cloud business
applications and is the
world's largest independent
provider of cloud Microsoft®
Exchange email.
click
09/13/16 Gravitytank salesforce.com
(NYSE:CRM)
Digital Provides design, research
and strategy to help
Salesforce customers.
click
09/13/16 Attenda Ensono Managed
Services
Provides managed services,
outsourcing and consulting
for business-critical
applications across hybrid
locations.
click
09/12/16 Anthelio
Healthcare
Solutions
Atos (ENXTPA:ATO) Integration Provides healthcare IT
services, IP based revenue
cycle management services,
and state-of-the-art patient
engagement solutions.
click
09/12/16 QualiTest Marlin Equity Partners Outsourcing Provides quality assurance
(QA) and software testing
services for large and small
organizations in the United
States and internationally.
click
09/09/16 Flipside Weber Shandwick Digital Designs and develops
mobile apps and digital
experiences, and does
strategic business and
click

8. ©Cherry Tree & Associates LLC 2016 8
Date Target Acquirer Segment Target Description Link
technology planning, social
media management, and
mobile-centric marketing
communications.
09/06/16 BlueStaff,
Technology
Division
BlueLine Associates Staffing Provides staffing and
managed services for
technology, professional,
and executive positions.
click
09/06/16 IQR Consulting EXL (NasdaqGS:EXLS) Consulting Provides data analytics and
strategic consulting services
to banks, credit unions, and
casinos.
click
09/02/16 SilverRhino InfoTeK Security Provides IT security and
technology services to the
transportation security
administration, Department
of Homeland Security,
Department of the Defense,
and other federal agencies,
as well as commercial
clients.
click
08/31/16 Ignia Insight Enterprises
(NasdaqGS:NSIT)
Consulting Provides content and
collaboration, enterprise
workflow, business
intelligence, mobility,
business applications and
agile ALM services using
Microsoft technologies
including SharePoint, Office
365, Dynamics CRM, SQL
Server, Azure and Windows
8 Apps
click
08/26/16 Rackspace
(NYSE:RAX)
Apollo Global
Management
TEBS Provides managed cloud
services across two primary
form factors: dedicated
cloud and private clouds,
and managed public clouds
click
08/24/16 Lift Science Shaw + Scott Digital Provides technical
consulting, software
solutions, connectors for
marketing automation
platforms, and data science
expertise.
click
08/22/16 Create Digital AuthX Consulting Digital Provides creative and digital
marketing solutions.
click
08/19/16 Extensys,
Internet of
Things Division
CompuCom Integration Extensys, Internet of Things
provides Internet of Things
and managed IT services.
click
08/19/16 block Business
Solutions
Stratix Systems Integration Provides business and
technology solutions for
large and small businesses
primarily in South Central
Pennsylvania.
click

9. ©Cherry Tree & Associates LLC 2016 9
Date Target Acquirer Segment Target Description Link
08/18/16 PayStream
Advisors
Levvel Consulting Provides research and
consulting on office process
automation for finance and
procurement professionals.
click
08/17/16 Blisstering
Solutions
Iksula SDO Provides development of
multi-channel solutions
integrating mobile, Web,
voice, SMS/text, and social
media.
click
08/17/16 Adapt Datapipe Managed
Services
Provides managed
infrastructure and cloud
integration services to
businesses.
click
08/09/16 Analytic
Strategies
PlanetRisk Consulting Provides operations
research and systems
analysis consulting
company.
click
08/05/16 Educuity Certica Solutions Integration Provides technology
planning, design,
development, integration,
and deployment services for
education organizations.
click
08/05/16 Systems
Maintenance
Services
Partners Group
(SWX:PGHN)
Managed
Services
Provides managed IT asset
lifecycle support services
worldwide.
click
08/04/16 Acxiom Impact Zeta Interactive Digital Provides data-driven, one-
to-one email, and cross-
channel marketing solutions
for enterprise marketers
globally.
click
08/04/16 IMT
Corporation
Mission Essential Consulting Provides information
management system
engineering, software
development, information
assurance, and system
sustainment solutions and
services.
click
08/03/16 CloudStrategies
Group
BCM One Consulting Provides cloud computing
professional services using
Microsoft suite of cloud
services including Office
365, Skype for Business and
Azure.
click
08/02/16 iStrategyLabs J. Walter Thompson
Company
Digital Provides design and build
services for Web and
mobile, invents digital and
physical experiences for
brands, and produces
commercials and short
films.
click
08/02/16 PMX Agency The Stagwell Group Digital Provides digital marketing
services, including
click

10. ©Cherry Tree & Associates LLC 2016 10
Date Target Acquirer Segment Target Description Link
08/02/16 Society
Consulting
Ernst & Young Consulting Provides consulting services
with an expertise in big data
and analytics.
click
08/01/16 Spring Lake
Consulting
Mitchell Martin Staffing Specializes in the placement
of Information Technology
professionals and business
domain experts in banking,
hedge fund and insurance
industry verticals.
click
07/31/16 OneBit
Software
Progress Software
(NasdaqGS:PRGS)
Consulting Provides software
engineering and services;
with this transaction now
form the nucleus of
Progress' new DigitalFactory
Center of Excellence.
click
07/28/16 Constellation,
Health
Information
Technology
Business
JDL Technologies Consulting Provides HIPAA compliance
services, health care
technology consulting and
solutions.
click
07/28/16 inhouseIT Cal Net Technology Group Managed
Services
Provides information
technology consulting and
managed services to
companies in the Orange
County, California.
click
07/28/16 Idea Couture Cognizant
(NasdaqGS:CTSH)
Digital Provides digital innovation,
strategy, design and
technology services.
click
07/27/16 Intercom
Consulting &
Federal
Systems
Belcan Integration Provides secure, enterprise-
level IT solutions that
support and protect
mission-essential assets and
operations for the US
Federal government
through four primary
capabilities: cyber security,
enterprise management,
systems engineering and
architecture, and network
engineering.
click
07/26/16 Standing Dog Wpromote Digital Provides search engine
marketing, SEO, social
media and paid media.
click
07/26/16 Healthcare
Services
Management
Huron Consulting Group
(NasdaqGS:HURN)
Consulting Provides healthcare
information technology and
project management
consulting services to the
healthcare market in the
United States.
click
07/25/16 Big Data
Partnership
Teradata (NYSE:TDC) Consulting Provides big data consulting,
data science, big data
engineering, training, and
support services to various
industries.
click

11. ©Cherry Tree & Associates LLC 2016 11
Date Target Acquirer Segment Target Description Link
07/25/16 Art of BI Datavail Consulting Provides software and
consulting on Oracle
analytics with OBIEE and
Hyperion.
click
07/21/16 Verrex Five Crowns Capital Integration Provides video
conferencing, presentation,
and collaboration solutions.
click
07/20/16 Lohika Altran (ENXTPA:ALT) SDO Provides software
engineering to accelerate
the development of
software and SaaS products
from established companies
such as Microsoft, Cisco and
HP Enterprise, to fast
growing start-ups, including
AudienceScience, BuzzFeed,
Twilio and Okta.
click
07/20/16 Capscient PCB Apps Consulting Provides enterprise business
applications services
focused on Oracle-JD
Edwards applications on
premise and ERP Cloud
applications.
click
07/18/16 INSYS Group Luxoft (NYSE:LXFT) Consulting Provides big data and data
analytics, business and
industry consulting,
business intelligence and
data warehouse, digital
marketing, enterprise
information management,
financial regulation, IT
security, and quality
assurance and testing
services.
click
07/14/16 Allied
InfoSecurity
Delta Risk Security Provides security-related
professional services for
businesses to improve and
manage information
security programs, mitigate
risk, and respond to
regulatory and marketplace
demands.
click
07/13/16 BPM
Northwest
ProKarma Consulting Provides specialization in on
premise and cloud based
data integration and
analytics solutions.
click
07/13/16 DataBank Digital Bridge Outsourcing Provides enterprise-class
data center solutions
including colocation,
managed services, as well as
cloud and network services.
click

12. ©Cherry Tree & Associates LLC 2016 12
Date Target Acquirer Segment Target Description Link
07/12/16 GHI
Technologies
StayinFront Integration Develops and deploys Data
Management (Business
Intelligence) and CRM
solutions for the
pharmaceutical,
manufacturing, insurance,
transportation, property
management, distribution
and retail industries.
click
07/12/16 Kurt Salmon
Healthcare
Consulting
Business
ECG Management
Consultants
Consulting Provides strategy, facility
and capital assets planning,
and information technology
advisory services to
healthcare providers.
click
07/12/16 A+ Imaging
Systems
Loffler Companies Integration Distributes digital copiers,
printers, scanners, and fax
machines in Southeastern
Minnesota and Western
Wisconsin.
click
07/11/16 Minacs SYNNEX (NYSE:SNX) Integration Provides business and
technology systems
integration and outsourcing
services.
click
07/08/16 Bloom
Consulting
Application
Development
Division
Sparkhound Consulting Provides application
software development of
Microsoft Azure-driven
Windows 10 solutions.
click
07/06/16 Client Strategy
Group
Columbus (CPSE:COLUM) Consulting Provides Microsoft
Dynamics AX ERP
consulting, software
performance tuning and
implementation turnaround
services.
click
07/05/16 Datacenter101 Lightower Fiber Networks Outsourcing Provides colocation services
to small, medium, and large
sized businesses in the
United States.
click
07/05/16 Modular
Document
Solutions
DEX Imaging Integration Operates as a system
integrator that supplies
technology office solutions.
click

13. ©Cherry Tree & Associates LLC 2016 13
Important Disclosures
The information included in this publication has been obtained from public sources, and is not based upon private
or confidential Cherry Tree information. Cherry Tree gathers its data from sources it considers reliable. However, it
does not guarantee the accuracy or completeness of the information provided within this publication. Any opinions
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We undertake no obligation to update any information in this publication.
The IT Services Performance Index is a hypothetical index, and does not reflect an actual investment portfolio.
Comparisons between the IT Services Index and other indices are for illustrative purposes only. Correlations in
performance information for the IT Services Performance Index and other indices should not be relied upon as
indicative of risks involved in owning or holding a portfolio of securities similar to the IT Performance Services Index.
Past performance should not be relied upon as indicative of future performance.
Contact
Elmer Baldwin, Managing Director
Investment Banking
Cherry Tree & Associates, LLC
ebaldwin@cherrytree.com
(952) 253-6001 direct
https://www.cherrytree.com/