executive series HR OUTSOURCING

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1 executive series CUSTOMIZED INVESTMENT BANKING KNOWLEDGE. VISION. RESULTS. Rapid Growth, Intensifying Competition Despite a depressed economic environment, business process outsourcing (BPO) continues to flourish as the concept gains increasing comfort among corporations seeking greater operational efficiencies. In driving this success, the true benefits of business process outsourcing move beyond pure cost containment to a strategic value proposition based on enhanced service. Thus, as competition intensifies within BPO, providers seeking to establish a leading position in the market must deliver value-added solutions, such as improved customer service, employee care, and accountability, in addition to pure process efficiency. One sector witnessing rapid growth based upon such a value proposition is human resources (HR) and benefits administration. Outsourcing is not a new concept within HR. Functions such as payroll and the administration of retirement benefits were among the first business processes to gain widespread acceptance as outsourced services. However, as companies increasingly look to transfer administrative operations from internal departments to external service providers, the scope of outsourcing services within HR has rapidly expanded beyond a few discrete processes to span nearly the entire HR function. As a result, HR outsourcing has emerged as one of the fastest growing segments of the BPO market. However, in recent years, the cost of providing employee benefits has rapidly increased, with health benefits in particular being the fastest growing expense line item in many businesses. Despite some loosening of the labor market, executives have been reluctant to cut benefits, instead seeking alternative solutions that enable them to provide enhanced services to employees while reigning in costs. Such dynamics have accelerated the adoption of outsourced HR and benefits administration. Looking ahead, underlying changes occurring in health care could have far reaching affects in the on-going provision of health benefits (see our recent Spotlight Report, A Prescription for Health Care for a detailed discussion). Two key themes are the movement toward consumer driven health insurance options and growing interest in chronic care management. Both trends could create significant new opportunities for HR benefits outsourcers, while also posing challenges to existing systems in areas such as claims processing, enrollment, and billing. COMPETITIVE LANDSCAPE WITHIN Consulting Firms Call Centers Brokers HR OUTSOURCING Financial Institutions A SHIFT TO OUTSOURCING In a knowledge-based economy, human capital is arguably a firm s greatest asset. Corporate executives realize there is great value in hiring, training, and retaining quality employees and ensuring their health and well-being. TPAs Transactional BPO IT Platform Outsourcers Payroll Providers, PAGE 1

2 PAGE TWO Benefits administration is central to the HR value chain and at the heart of any broad outsourced HR offering. Competition among outsourcing vendors is accelerating as multiple firms expand upon various core competencies in seeking to build broader HR service offerings. Traditional benefits consulting firms, such as Hewitt and Aon, emerged as early leaders in benefits administration outsourcing, but new vendors with backgrounds in call centers, IT outsourcing, brokerage services, etc. have aggressively moved into the space (see previous chart on competitive landscape). Additionally, transaction-based outsourcers, namely payroll processors, have pushed into benefits administration services seeking growth in an area where they can leverage their existing client bases and back office competencies. As a result, numerous competitive pressure points have led vendors to add additional value enhancing services to their core offerings as a source of differentiation. END-TO-END HR SERVICES Perhaps the greatest testament to the increase in corporate demand for HR outsourcing services lies in the emergence of end-to-end HR BPO. Recently, a number of high profile outsourcing contracts have been announced (see next page for table of End-to-End contracts) that encompass nearly the entire HR department in arrangements that resemble the outsourced IT department model pioneered by EDS. The end-to-end HR model goes beyond benefit administration functions to include more strategic processes such as employee acquisition functions recruiting, pre-employment testing, temporary staffing, etc. as well as optimization functions such as absence management, compensation/incentive planning, and e-learning. While specialized consulting firms and/or software technologies have previously addressed a number of these functions, the provision of such services as part of a larger outsourced model is a significant development in the evolution of HR BPO. While in its early stages, the end-to-end services model has the potential to deliver significant benefits. Responsibility for HR delivery shifts from internal staff to an external provider whose business focus and profits depend upon driving efficiency. In fact, many end-to-end HR outsourcing contracts guarantee a certain level of cost savings. As a result, corporate HR managers are relieved of daily administrative processes, thus freeing up their time to focus on more strategic activities. Corporations employing an end-to-end approach also have the advantage of a single point of contact with services delivered over a common platform avoiding disconnects created by coordinating multiple functions among various vendors. EXTENSION OF THE HR VALUE CHAIN EMPLOYEE ACQUISITION Recruiting Testing & Screening Vendor Management Staffing HR ADMINISTRATION BENEFITS ADMINISTRATION Health Benefits Administration Retirement Plan Administration TRANSACTION PROCESSING Payroll & Tax Filing Claims Processing HR TECHNOLOGY PLATFORM OPTIMIZATION Compensation Planning Absence Management Corporate Learning Mobility, PAGE 2

3 PAGE THREE SAMPLE END-TO-END HR BPO CONTRACTS DATE CLIENT HR PROVIDER CONTRACT SIZE SCOPE OF SERVICES Dec-02 Motorola Affiliated $650 Million over 10 years ACS will acquire HR processing centers and 600 Motorola employees Computer and processes such as payroll, benefits. ACS will administer all HR Services systems, compensation, administration, service centers, learning, relocation, etc. Oct-02 Sony Hewitt No Financial terms available Provide HR portal, compensation planning, service centers, workforce relations, recruiting, relocation, and succession planning services. Aug-02 State of Convergys $280 Million over 7 years Support 189,000 state employees through self-serve e-hr and Florida employee care centers. Services include benefits and payroll administration, recruiting, and training. May-02 AT&T Aon 7 years, no contract value Manage all administrative and transactional human resources available and payroll functions for over 70,000 AT&T employees. Aon to take over HR transaction processing centers and 400 associated employees. As competition has rapidly grown with the delivery of core benefits administration, a move to end-to-end solutions has enlarged the overall HR outsourcing market. By incorporating acquisition and optimization-based services, end-to-end HR services start to comprise an expanded value chain that ultimately touches additional corporate business functions such as financial management (moving from payroll to billing and accounts receivable) as well as healthcare services (absence management and case management of workers compensation). As this proliferates, the competitive landscape for back-office solutions and health administration services will likely continue to expand. MARKET SEGMENTATION Two target markets exist in delivering HR and benefits administration services. While significant public attention has focused on Fortune 500 mega-contracts, a separate market exists targeting small and mid-sized enterprises (SMEs) largely concentrated on clients with 200-5,000 employee lives. The market for HR outsourcing in the small to medium enterprise (SME) market parallels many of the services-based trends of the large company marketplace, yet does so with significantly different selling dynamics and a different set of service providers. Outsourced HR and benefits administration allows smaller employers to offer more robust employee benefit programs and services than would otherwise be attainable with the limited resources of a small company. Full service HR outsourcing actually first materialized in the SME marketplace under the Professional Employer Organization (PEO), or co-employment, model whereby the PEO assumes responsibility for administering HR and employee benefits under fixed-cost arrangements. As benefits and workers compensation costs have risen sharply in recent years, many PEOs have been pinched by the assumption of financial responsibility in providing these services. Unable to pass on the higher costs to employers, many PEOs have failed or been left on shaky financial ground. The shortcomings of the PEO model have led to the emergence of Administrative Service Organizations (ASO) in the HR outsourcing market. ASOs typically offer full service HR administration services similar to PEOs but without the co-employment arrangement and associated financial risk. Many ASOs combine insurance brokerage services with their HR solutions, and are therefore able to facilitate favorable rates on benefit plans and drive efficiency in the sales/acquisition process. Because of lengthy sales cycles tied to smaller average contract sizes, it has been cost prohibitive for vendors targeting Fortune 1000 firms to move downstream into the SME sector. As a result, vendors with multiple client touch points into this sector have a strong competitive, PAGE 3

4 PAGE FOUR advantage in penetrating the SME market and competing against ASOs and other pure-play HR providers. With existing relationships in place, insurance brokerages, commercial banks, accounting services firms, and software providers are among institutions well positioned to extend their existing service offerings into HR, both directly and through partnership offerings. An example includes payroll processors who have teamed with banks to offer co-branded services. The payroll providers gain access to the bank s client base while the bank gains the ability to offer a wider variety of services that deepen their client relationships. Such examples open up strategic opportunities for various niche HR vendors. COMMON PLATFORM OWNED IP Whether targeting Fortune 500 companies or SMEs, integral to delivering effective outsourced business services is the creation and use of proprietary intellectual property (IP). This owned IP may take the form of technology solutions or best practice methodologies. The ability to effectively leverage technology and proprietary methodologies is a critical operational factor for the creation of a scalable and profitable business model. In moving clients to standardized administration platforms, the solution provider is able to drive a higher level of efficiency by leveraging shared resources. Once established, supplemental best-of-breed HR point solutions may then be layered over the common platform to provide additional strategic value. OPPORTUNITIES FOR GROWTH As demand for greater cost efficiencies and enhanced service fuels continued growth within HR and benefits administration outsourcing, private companies that establish strong positions within niche solutions are well positioned to take advantage of market expansion opportunities. As attractive acquisition candidates for larger firms, a number of strategic acquisitions have taken place over the past two years within payroll processing, claims processing, and benefit administration services with SAMPLE M&A TRANSACTIONS DATE BUYER SELLER SELLER DESCRIPTION PRICE P/Rev Dec-02 Ceridian GLS Benefit Services Benefits administration outsourcing. n/a n/a Nov-02 Mellon HR Solutions FranklinCovey Corporate training and e-learning. n/a n/a Pending Automatic Data Processing ProBusiness Services Payroll and HR processing solutions $ x for large employers. Nov-02 Fiserv AVIDYN Serves PPOs, TPAs, health plans, and $ x insurance carriers through 2 units: ppoone-asp providing claims repricing and data management ValueCHECK - outsourced utilization review and case management. Pending SHPS ebenx Streamlines data transactions between $ x employers and carriers. Aug-02 Lincoln Financial Group The Administrative Provider of employee benefits consulting $37.0 n/a Management Group and recordkeeping services. Jul-02 Hewitt Associates Bacon & Woodrow Retirement and financial management $ x consulting firm based in UK. Mar-02 TALX The Frick Company Unemployment cost management and $ x automated employment verification services. Dec-01 Fiserv Trewit, Inc. Third-party administrator of healthcare $ x benefits administration services. Nov-01 Mellon Financial Corporation Unifi Network from PwC HR outsourcing and consulting services $ x Aug-01 Automatic Data Processing Avert Pre-employment applicant screening services $ x, PAGE 4

5 PAGE FIVE such firms as ADP, Fiserv, Ceridian, ACS, Mellon HR, etc. having added scale and extensions to their services offering. Going forward, we see a continuation of consolidation activity occurring as well as a new landscape of strategic acquisition and partnerships emerging. Consolidation within transaction-based services With increasing attention focused on health benefits administration, we believe firms providing transactionbased claims processing and TPA services sit at an important inflection point. Existing providers focused within IT outsourcing and transaction-based BPO, as well as newer off shore entrants, continue to pursue opportunities to gain additional scale within their claims processing businesses as they seek to leverage their current infrastructures and gain access to new clients. Acquisition interest remains robust; however, due to the maturity of transaction processing, valuation is largely a function of financial performance tied to scale and earnings rather than future strategic opportunity. Currently, the claims processing market is divided among large, public companies and a highly fragmented group of smaller independent providers with revenue typically less than $40 MM. As larger vendors continue to consolidate the market or build organically, their future acquisition interest is likely to diminish as their footprint expands within transaction-based processing, thus leaving private firms with fewer options for liquidity. Given the sustainable and recurring revenue models associated with transaction-processing services, the dynamics of continuing consolidation will not eliminate the market for niche private firms, yet the ability to grow and create value will likely be very challenging going forward. solutions and services in benefits administration and extended HR services are largely a function of strategic value. As the competitive landscape within traditional benefits administration services intensifies and expands, vendors are seeking solutions that continue to drive greater efficiencies as well as enhanced services through such technologies and processes as web-based service portals, communication tools, and analytical functions. With the trend to offer end-to-end HR solutions rapidly accelerating, a new landscape of strategic acquisition and partnership opportunities emerges for best of breed providers that address niche solutions within broader end-to-end HR services. Companies currently providing acquisition or optimization solutions whether services-based or software centric become attractive vehicles to serve as platform solutions within a broader HR offering. As companies seek to maximize value and growth through a strategic acquisition, one ultimately needs to assess when is the right time to sell. While the answer varies for each company, first movers within a growing market who have proven the ability to execute typically realize the greatest strategic and monetary value. In such a position, companies may drive a competitive process among various buyers seeking to enter or extend their services. As potential acquirers address strategic needs through acquisition or internal development, the competitive dynamics among interested parties diminishes. Given the financial scale and strength of potential acquirers currently addressing the HR outsourcing market combined with momentum in end-to-end services, we believe now may be a very opportune time for established private firms to consider strategic partnering and sale options that may be available to them today. Growth within administration and end-to-end HR services While the market for transaction-based processing is largely defined by demand for increasing scale, growth opportunities for private companies offering new technology, PAGE 5

6 TRIPLETREE IS A LEADING INVESTMENT BANKING FIRM DEDICATED TO MEETING THE NEEDS OF IT SERVICES, SOFTWARE AND HEALTHCARE COMPANIES. SPECIALIZING IN MERGERS AND ACQUISITIONS, WE FOCUS ON STRATEGIC SALE OPPORTUNITIES THAT DRIVE PREMIUM VALUATIONS. PAGE SIX UNLIKE MOST M&A FIRMS, TRIPLETREE BRINGS A UNIQUE APPROACH TO OUR ADVISORY SERVICES THROUGH OUR STRICT INDUSTRY FOCUS AND EXTENSIVE COMMITMENT TO RESEARCH. SUCH A COMMITMENT HAS ALLOWED US TO BUILD AN INVESTMENT BANK FOCUSED ON IDENTIFYING AND DELIVERING STRATEGIC SOLUTIONS THAT ENABLE SHAREHOLDERS AND BUSINESS EXECUTIVES TO MAXIMIZE THE VALUE OF THEIR FIRM IN A DYNAMIC AND RAPIDLY CHANGING MARKETPLACE. For additional information on TripleTree, visit our website at If you would like to discuss growth opportunities to maximize the value of your HR services business, please contact Peter Erickson, Senior Principal, via at or by phone (952) , PAGE 6

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