## Slide 1

# Meridian Software
## Confidential Information Memorandum

**Project Atlas**
Prepared by Apex Capital Partners

*April 2024*

*This document is strictly confidential and has been prepared solely for informational purposes. It is not to be reproduced or distributed without the prior written consent of Apex Capital Partners.*

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## Slide 2

# Executive Summary

Meridian Software ("Meridian" or the "Company") is a leading provider of enterprise workflow automation solutions, serving over 600 enterprise clients across North America and Europe.

**Key Financial Metrics (FY2023)**

| Metric | Value |
|---|---|
| Revenue | $245M |
| EBITDA | $58M |
| EBITDA Margin | 24% |
| ARR | $231M |
| Net Revenue Retention | 118% |

**Transaction Overview**

Apex Capital Partners is seeking strategic acquirers and financial sponsors for a potential sale of Meridian Software. The Company represents a compelling acquisition opportunity given its durable recurring revenue base, best-in-class retention metrics, and significant cross-sell and upsell potential within its existing customer base.

**Investment Highlights**
- Market-leading position in enterprise workflow automation
- 5-year revenue CAGR of 18%, demonstrating consistent execution
- Highly recurring, subscription-based revenue model (~94% of total revenue)
- Proven management team with deep domain expertise

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## Slide 3

# Company Overview

Meridian Software was founded in 2007 and is headquartered in Austin, Texas. The Company develops and markets cloud-native workflow automation software that enables enterprise clients to design, deploy, and optimize complex business processes without requiring extensive coding expertise.

**Company Snapshot**

| Attribute | Detail |
|---|---|
| Founded | 2007 |
| Headquarters | Austin, Texas |
| Employees | 450 employees |
| Customers | 600+ enterprise clients |
| Geographic Presence | North America, Europe, APAC (emerging) |
| Product Focus | Enterprise workflow automation |

**Core Product Suite**
- **Meridian Flow** – Visual workflow design and execution engine
- **Meridian Insight** – Real-time process analytics and KPI dashboards
- **Meridian Connect** – Pre-built integrations with 200+ enterprise applications (Salesforce, SAP, ServiceNow, Workday, and others)
- **Meridian Govern** – Compliance and audit trail management module

The Company's platform is deployed as a multi-tenant SaaS offering with optional private cloud deployment for regulated industries.

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## Slide 4

# Business Overview

Meridian has established a defensible market position through a combination of deep product functionality, strong network effects within customer organizations, and a high-touch customer success model that drives exceptional retention.

**Revenue Profile (FY2023)**

| Revenue Stream | Amount | % of Total |
|---|---|---|
| Subscription | $230M | 94% |
| Professional Services | $15M | 6% |
| **Total Revenue** | **$245M** | **100%** |

**Historical Growth**

Meridian has delivered consistent top-line growth over the past five years, reflecting strong demand for workflow automation solutions and the Company's ability to land and expand within its customer base. Management highlights a 5-year revenue CAGR of 18%, underpinned by robust net revenue retention and successful new logo acquisition.

**Customer Segments**

| Vertical | % of ARR |
|---|---|
| Financial Services | 32% |
| Healthcare | 24% |
| Manufacturing | 19% |
| Technology | 15% |
| Other | 10% |

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## Slide 5

# Financial Performance

## Historical Revenue ($M)

| Year | Revenue |
|---|---|
| 2019 | $100M |
| 2020 | $120M |
| 2021 | $147M |
| 2022 | $181M |
| 2023 | $245M |

**Key Observations**
- Revenue has grown each year, reflecting consistent execution against the Company's land-and-expand strategy
- Year-over-year growth has been above-market in each of the last four fiscal years
- 2023 revenue growth of 35% reflects both organic expansion and the contribution from the Nexus Analytics bolt-on acquisition completed in Q1 2023

**EBITDA Bridge (FY2023)**

| Item | Amount |
|---|---|
| Revenue | $245M |
| Gross Profit (77% margin) | $189M |
| Sales & Marketing | ($68M) |
| R&D | ($42M) |
| G&A | ($21M) |
| **EBITDA** | **$58M** |

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## Slide 6

# Comparable Companies Analysis

## Selected Public Comparables

| Company | EV | EV/Revenue | EV/EBITDA | NTM Revenue Growth |
|---|---|---|---|---|
| Appian Corp | $3.1B | 8.2x | 42.0x | 14% |
| Nintex (Private) | $1.8B | 7.5x | 38.5x | 11% |
| ServiceNow (Workflow Segment) | N/M | N/M | N/M | N/M |
| K2 Software | $0.9B | 6.1x | 31.2x | 9% |
| Pega Systems | $4.2B | 5.8x | 29.7x | 12% |
| **Median** | — | **7.5x** | **38.5x** | **12%** |

## Meridian Implied Valuation

Based on the median EV/Revenue multiple of 7.5x applied to FY2023 revenue of $245M, the implied enterprise value for Meridian is **$1.2B** (approximately $1,237M before rounding adjustments applied to the final transaction model).

**Commentary:** The implied enterprise value of $1.2B reflects Meridian's above-median revenue growth profile relative to the comparable set, partially offset by its smaller scale and the illiquidity discount typically applied to private company transactions.

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## Slide 7

# Investment Highlights

## Why Meridian Software Is a Compelling Acquisition

**1. Durable, Recurring Revenue Base**
Approximately 94% of total revenue is generated from multi-year subscription agreements, providing high revenue visibility and significant downside protection. Annual contract values range from $250K to $2.5M, with a weighted-average remaining contract term of 3.1 years.

**2. Best-in-Class Retention Metrics**
Net Revenue Retention of 118% demonstrates the Company's ability to expand within existing accounts over time. Gross Revenue Retention stands at 94%, reflecting low involuntary churn and strong customer satisfaction.

**3. Significant Land-and-Expand Opportunity**
The average enterprise customer currently utilizes 2.3 of 4 available product modules. The Company estimates a $180M+ incremental revenue opportunity within its existing customer base from cross-sell of Meridian Govern and deeper penetration of Meridian Insight.

**4. Fragmented Market with Consolidation Tailwinds**
The enterprise workflow automation market is estimated at $14B globally and is projected to grow at 16% annually through 2028. Meridian is well-positioned to benefit from consolidation dynamics, particularly among mid-market competitors that lack enterprise-grade security and compliance capabilities.

**5. Experienced Management Team**
The leadership team averages 18 years of enterprise software industry experience, with prior roles at Salesforce, SAP, and IBM. The CEO and CTO have worked together for over a decade across two prior ventures.

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## Slide 8

# Management Team

## Senior Leadership

**James Hartwell – Chief Executive Officer**
Mr. Hartwell co-founded Meridian Software in 2007 following senior leadership roles at Salesforce and BEA Systems. He holds an MBA from Wharton and a BS in Computer Science from Carnegie Mellon University. Under his leadership, Meridian has grown from a 12-person startup to a team of 420 professionals serving global enterprise clients.

**Sarah Chen – Chief Financial Officer**
Ms. Chen joined Meridian in 2016 from Goldman Sachs, where she served as Vice President in the Technology Investment Banking group. She holds a BA in Economics from Yale University and is a CFA charterholder.

**David Okafor – Chief Technology Officer**
Mr. Okafor co-founded Meridian alongside Mr. Hartwell and serves as the primary architect of the Meridian platform. He holds a PhD in Computer Science from MIT and previously led platform engineering at SAP's workflow division.

**Rebecca Martinez – Chief Revenue Officer**
Ms. Martinez joined Meridian in 2019 following eight years at ServiceNow, where she served as Regional Vice President of Enterprise Sales. She holds a BA from the University of Texas at Austin.

**Leadership Depth**
The Company's management team is supported by a seasoned group of functional leaders, including a VP of Engineering, VP of Customer Success, VP of Product, and General Counsel. Meridian's management team has collectively navigated the Company through two economic downturns and a global pandemic while maintaining double-digit revenue growth.

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## Slide 9

# Financial Highlights Recap

## Summary Financial Performance

Meridian has demonstrated consistent financial performance over its operating history, supported by strong recurring revenue dynamics and disciplined expense management.

**FY2023 Key Metrics**

| Metric | FY2023 |
|---|---|
| **Revenue** | **$250M** |
| ARR | $231M |
| Gross Margin | 77% |
| EBITDA | $58M |
| Free Cash Flow | $41M |
| Net Revenue Retention | 118% |

**Revenue Composition**

Subscription revenue constitutes the substantial majority of total revenue, reflecting the Company's successful transition to a cloud-native SaaS delivery model completed in FY2020.

**Margin Trajectory**
The Company has expanded EBITDA margins from 14% in FY2019 to approximately 24% in FY2023, reflecting operating leverage as the business scales and the increasing mix of high-margin subscription revenue relative to lower-margin professional services engagements.

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## Slide 10

# Transaction Summary

## Proposed Transaction Structure

**Transaction Overview**

Apex Capital Partners is conducting a structured sale process on behalf of Meridian Software's existing shareholders. The process is designed to identify the optimal strategic or financial acquirer capable of supporting Meridian's next phase of growth.

**Indicative Valuation**

| Metric | Value |
|---|---|
| Enterprise Value | $1.25B |
| Implied EV/FY2023 Revenue | 5.1x |
| Implied EV/FY2023 EBITDA | 21.6x |
| Equity Value (Net Debt Adjusted) | $1.18B |

**Transaction Rationale for Acquirers**
- Immediate scale in enterprise workflow automation
- Highly complementary to existing ERP, CRM, and ITSM platforms
- Cross-sell synergies estimated at $45–60M in incremental revenue over 36 months
- Retention of key management under proposed incentive structure

**Process Timeline**

| Milestone | Target Date |
|---|---|
| Process Launch | April 2024 |
| First Round Bids | May 2024 |
| Management Presentations | June 2024 |
| Final Bids | July 2024 |
| Signing | August 2024 |
| Close | Q4 2024 |

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## Slide 11

# Use of Proceeds

## Capital Allocation Framework

The transaction proceeds will be allocated in accordance with Meridian's existing shareholder agreements and management incentive plan. The following framework represents the intended use of proceeds assuming a successful close at the enterprise value range indicated herein.

**Proceeds Waterfall**

| Component | Estimated Amount | % of Proceeds |
|---|---|---|
| Existing Shareholder Distribution | ~$820M | 69% |
| Management Incentive Plan Payouts | ~$95M | 8% |
| Debt Repayment (existing credit facility) | ~$72M | 6% |
| Transaction Costs and Advisory Fees | ~$43M | 4% |
| Rollover Equity (Management) | ~$150M | 13% |
| **Total** | **~$1.18B** | **100%** |

**Management Rollover**
Key members of the senior leadership team are expected to roll a significant portion of their proceeds into equity of the acquiring entity, reflecting strong alignment with long-term value creation objectives.

**Post-Transaction Priorities**
Following close, the Company intends to accelerate investment in three primary areas: (i) international expansion, with particular focus on DACH and Benelux markets; (ii) product development, specifically the AI-native workflow intelligence capabilities currently in beta; and (iii) go-to-market headcount in the enterprise segment.

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## Slide 12

# Appendix

## Additional Supporting Materials

### A. Customer Reference Data

The following summarizes key customer satisfaction and retention metrics from Meridian's annual customer survey conducted in Q4 2023:

| Metric | Result |
|---|---|
| Net Promoter Score | 67 |
| Customer Satisfaction Score | 4.6 / 5.0 |
| % Customers Renewing On-Time | 91% |
| % Customers Expanding (YoY) | 63% |

### B. Technology Architecture Overview

Meridian's platform is built on a cloud-native, microservices architecture leveraging AWS as the primary infrastructure provider, with multi-region deployment across US-East, US-West, EU-West, and AP-Southeast availability zones. The Company maintains SOC 2 Type II, ISO 27001, and HIPAA compliance certifications.

### C. Competitive Positioning

| Capability | Meridian | Appian | Nintex | Pega |
|---|---|---|---|---|
| No-code workflow design | Yes | Yes | Yes | Yes |
| Native AI/ML integration | Yes | Partial | No | Partial |
| Pre-built enterprise connectors (200+) | Yes | Yes | No | No |
| Real-time process analytics | Yes | No | No | Yes |
| HIPAA-certified deployment | Yes | No | No | Yes |
| Private cloud option | Yes | No | Yes | No |

### D. Glossary

- **ARR**: Annual Recurring Revenue
- **NRR**: Net Revenue Retention
- **GRR**: Gross Revenue Retention
- **CAGR**: Compound Annual Growth Rate
- **EBITDA**: Earnings Before Interest, Taxes, Depreciation, and Amortization
- **EV**: Enterprise Value
- **LTM**: Last Twelve Months
- **NTM**: Next Twelve Months
- **SaaS**: Software as a Service
