QUARTERLY SOFTWARE SECTOR REVIEW 1Q 2016 ......Optevia, IRIS Analytics, and Resilient, among others....

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Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. www.harriswilliams.com TECHNOLOGY, MEDIA, & TELECOM QUARTERLY SOFTWARE SECTOR REVIEW 1Q 2016

Transcript of QUARTERLY SOFTWARE SECTOR REVIEW 1Q 2016 ......Optevia, IRIS Analytics, and Resilient, among others....

Page 1: QUARTERLY SOFTWARE SECTOR REVIEW 1Q 2016 ......Optevia, IRIS Analytics, and Resilient, among others. Global strategic software M&A registered 406 transactions in 1Q 2016, which was

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co.is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

www.harriswilliams.com

TECHNOLOGY, MEDIA, & TELECOMQUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

CONTENTS

DEAL SPOTLIGHT

M&A TRANSACTIONS – 1Q 2016

SOFTWARE M&A ACTIVITY

SOFTWARE SECTOR OVERVIEWS

SOFTWARE PRIVATE PLACEMENTSOVERVIEW

SOFTWARE PUBLIC COMPARABLESOVERVIEW

TECHNOLOGY IPO OVERVIEW

DEBT MARKET OVERVIEW

APPENDIX: PUBLIC COMPARABLES DETAIL

TMT CONTACTS

UNITED STATES

Jeff BistrongManaging [email protected]

Sam HendlerManaging [email protected]

Mike WilkinsManaging [email protected]

EUROPE

Thierry MonjauzeManaging [email protected]

TO SUBSCRIBE PLEASE EMAIL:*[email protected]

HARRIS WILLIAMS & CO. OVERVIEW

HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM

SOFTWARE / SAAS

Enterprise Software

Data and Analytics

Infrastructure andSecurity Software

IT and Tech-enabledServices

Data Center andManaged Services

INTERNET & DIGITAL MEDIA

AdTech and MarketingSolutions

Consumer Internet

Digital Media and Content

eCommerce

Mobile

HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS

SELECT 2016 AND 2015 HW&CO. TMT TRANSACTIONS

TMT VERTICAL FOCUS AREAS

25 year history with over 120closed transactions in thelast 2 years

Approximately 250professionals across sevenoffices in the U.S. andEurope

Strategic relationships inIndia and China

10 industry groups

KEY FACTS

1

HW&Co. OfficeNetwork Office

has been acquired byhas been acquired by has been acquired byhas been acquired byhas been acquired byhas been acquired byhas been acquired byhas been acquired byhas been

recapitalized by has been acquired by has been acquired by

Baarsma B2C trades as:

Education

Energy, Power, andInfrastructure

Fintech

Healthcare IT

Public Sector and Non-Profit

Supply Chain, Transportation,and Logistics

Manufacturing

Professional Services

has been acquired by

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

DEAL SPOTLIGHT – CLEARLINK

Clearlink is a leading tech-enabled inbound demand generation and sales conversionplatform serving well-known clients across various industries and subsectors, includingtelecommunications, satellite television, home security, and insurance.

Clearlink leverages proprietary marketing content generation and sales analyticstechnologies to capture potential customers, who are then directed towards thecompany’s sales centers and converted into actual customers for its clients.

Founded in 2003, Clearlink is based in Salt Lake City, Utah and has approximately 1,300employees across two offices.

ABOUT CLEARLINK

This transformative acquisition expands Sykes’s service offerings and total addressablemarket, enabling the company to capture a greater share of the customer contactmanagement value chain.

Combining Clearlink’s digital marketing, demand generation, and sales conversionmodel with Sykes’s post-sales customer care and support capabilities will enable thecombined company to provide the market with a unique and differentiated globalcustomer interaction management platform that more effectively engages digitalconsumers at every touch point in the customer life cycle.

There is a significant opportunity for the combined companies to generate revenuesynergies through cross-selling the full solution suite to existing customers, providing acomprehensive outsourced customer management strategy.

HW&Co.’s TMT Group advised Pamlico Capital and its portfolio company, Clear Link Holdings, LLC(dba Clearlink), on its sale to Sykes Enterprises, Inc. (NASDAQ: SYKE).

2

has been acquired by

April 1, 2016

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

SELECT SOFTWARE M&A TRANSACTIONS – 1Q 2016

GTCR’s pending acquisition of Lytx

Lytx provides video-based driver safety software and telematics to over 1,400 commercial and government clients worldwide.

The company’s flagship DriveCam™ solution enables clients to realize a significant return on investment by lowering operatingand insurance costs, while achieving greater efficiency, safety and compliance.

Post-acquisition, GTCR will support Lytx in enhancing its solution suite and data set to better serve its expanding client base,furthering the company’s video telematics market leadership.

Ent. Value: $500.0m

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

Announced

Summit Partners’ acquisition of Perforce Software

Perforce provides a cloud-based source code management and collaboration platform to over 10,000 clients globally.

The company’s software supports distributed high-change environments, favored by developers, as well as the centralizedcollaborative environment and large file support needed by operations teams.

Summit is partnering with Perforce to capitalize on the rapidly growing collaborative development market opportunity, which isbeing driven by the increasing complexity within enterprise development and deployment environments.

Ent. Value: NA

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

February 2, 2016

Insight Venture Partners’ pending take-private acquisition of Diligent Corporation

Diligent is a leading provider of secure corporate governance and collaboration software for boards and senior executives.

Over 3,500 clients in more than 60 countries across all seven continents rely on Diligent to provide secure, intuitive access to theirmost time-sensitive and confidential information, ultimately helping them make better decisions.

This acquisition, which is expected to close in 2Q 2016, represents Insight’s second take-private transaction in the last 12 months,having completed the acquisition of supply chain software provider, E2open, in March 2015.

Ent. Value: $434.3m

Revenue: $98.7m

EV / Revenue: 4.4x

EV / EBITDA: 26.2x

Announced

The Riverside Company’s acquisition of Guestline

Guestline provides a broad suite of hospitality and hotel management software including property management systems,online bookings, channel distribution, social media, PCI compliance, and POS systems.

The company serves a diverse client base of independent hotels, hotel chains, pub companies, and serviced apartmentsacross four continents and over ten countries.

Riverside plans to leverage its global team to help Guestline grow internationally, deepen its penetration in the UK market, andinvest in new technologies and products to ensure Guestline remains an industry leader.

Ent. Value: NA

Revenue: NA

EV / Revenue: NA

EV / EBITDA: NA

March 31, 2016

ResMed’s acquisition of Brightree

Brightree offers cloud-based business management software solutions to the post-acute care industry.

The acquisition furthers ResMed's position as a leading tech-driven medical device company and provides its customers newtools to help them increase operational efficiency and improve cash-flow while delivering best-in-class patient care.

Building healthcare informatics offerings is central to ResMed's growth strategy and its goal of helping customers improvepatient quality of life, slow the progression of chronic disease, and lower overall healthcare system costs.

April 4, 2016

Ent. Value: $800.0m

Revenue: $113.0m

EV / Revenue: 7.1x

EV / EBITDA: 18.6x

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

SOFTWARE ACQUISITION ACTIVITY – STRATEGIC ACQUIRERS

MOST ACTIVE STRATEGIC ACQUIRERS OF SOFTWARE ASSETS BY VOLUME

GLOBAL STRATEGIC ACQUIRER SOFTWARE M&A ACTIVITY BY VOLUME

The 10 most active strategic software consolidators combined for 29 acquisitions in 1Q 2016, with IBM being the most active.

IBM is actively expanding its presence in higher-margin businesses like cloud, security, and analytics to offset the decline in its perpetual licensing business. The company’s investment in these areas grew 24% to $28.9 billion in constant currency terms in 2015. Notable 1Q 2016 transactions include Truven Health Analytics, Optevia, IRIS Analytics, and Resilient, among others.

Global strategic software M&A registered 406 transactions in 1Q 2016, which was slightly below the last three quarters, but still among the most active quarters in the last four years.

Historically, software M&A has largely been driven by big technology companies; however, in recent years, many large non-traditional technology companies like GE and Schneider, have become more active in the sector as their business models are being disrupted by new technologies seeking to capitalize on secular trends involving data and the internet of things.

379 362412

352 352 333 327 324371

340309

402454 438 435

406

2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16

712

58 10

27 5 3

7

5

9

5

98

92 7 9

5

286

10

4

9

8

55 4

1

12

13

1810

3

3

63 3

6

4

10

5

42

21 1

2016

2015

2014

2013

2012

(# of Transactions)

(# of Transactions)

Note: Includes control investments only.

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

SOFTWARE ACQUISITION ACTIVITY – PRIVATE EQUITY

MOST ACTIVE PRIVATE EQUITY BUYERS OF NEW SOFTWARE PLATFORMS BY VOLUME

GLOBAL NEW PLATFORM PRIVATE EQUITY SOFTWARE M&A ACTIVITY BY VOLUME

The 10 most active software investors completed a combined 18 new platform investments in 1Q 2016, with Insight Venture Partners and Vista Equity leading the way with seven investments, collectively.

Of the 18 platform investments, 13 were SaaS / application software transactions, three were data-oriented transactions, and two were infrastructure software transactions. Four deals involved European and Asian targets while three were take-private transactions.

Globally, private equity registered 50 new software platform acquisitions in 1Q 2016, of which the average reported transaction size was $227 million, down from $910 million in 4Q 2015.

Private equity firms continue to exhibit strong interest in the software sector as they seek to deploy record levels of uninvested capital and capitalize on a lending environment that remains favorable, especially for high quality, middle market software companies.

96

3 24

2 3 2

7

3

35

42

12

33

9

5

3 4 3

44 6 3

3

6

5

73

67 4

53

2

3

2

24

11

21

2

2016

2015

2014

2013

2012

49

4246

4138

47 45 43

32

48 4744

54 55

4650

2Q '12 3Q '12 4Q '12 1Q '13 2Q '13 3Q '13 4Q '13 1Q '14 2Q '14 3Q '14 4Q '14 1Q '15 2Q '15 3Q '15 4Q '15 1Q '16

(# of Platform Transactions)

(# of Platform Transactions)

Note: Includes control investments only.

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

DATE

CLOSED ACQUIRER TARGET DESCRIPTION

ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

APPLICATION SOFTWARE – M&A MARKET SUMMARY

APPLICATION SOFTWARE M&A VOLUME (GLOBAL)

NOTABLE APPLICATION SOFTWARE M&A TRANSACTIONS

Application Software M&A continued at a strong pace with 313 registered transactions, making 1Q 2016 one of the most active quarters over the past four years.

Median reported Application Software M&A revenue multiples remained in line with the prior four quarters, and above historical averages.

MEDIAN M&A REVENUE MULTIPLES (REPORTED)

1.2x

2.1x

2.4x

1.3x

1.4x 1.5x

1.6x

2.5x2.5x

2.1x

2.3x2.3x

1.4x

2.5x

2.3x

2.5x2.4x

Strategic buyers continue to view M&A as a primary growth vehicle, targeting competitors and technology partners to strengthen market positions and bolster service offerings.

Some of the more notable transactions involving direct competitors include CPSI’s acquisition of Healthland and Kronos’s acquisition of Empower. Notable partner acquisitions include Endurance’s purchase of Constant Contact and Siemen's pending purchase of CD-adapco. MEDIAN

255

288

266

298

244 246 252 251

227

282 271

289

272

319 320 316 313

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

1Q '1

5

2Q '1

5

3Q '1

5

4Q '1

5

1Q '1

6

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

1Q '1

5

2Q '1

5

3Q '1

5

4Q '1

5

1Q '1

6

Pending CCL Industries Inc. Checkpoint Systems Inc. Manufacturing, distributing, and marketing solutions to the retail and apparel industries. $433 0.7x

Pending GI Partners, Allscripts Solutions Netsmart Technologies Inc. Medical health record management and analytics software. $950 NA

Pending HgCapital Sovos Compliance, LLC Tax, compliance, and reporting software for businesses. NA NA

Pending Siemens Aktiengesellschaft CD-adapco Group, Inc. Engineering simulation and design exploration solutions. $970 4.9x

Pending GTCR, LLC Lytx, Inc. Video-based driver safety, compliance, and telematics solutions. $500 NA

04/04/16 BasWare Oyj Verian Technologies, Inc. Purchasing and invoice processing software. $36 3.4x

03/22/16 NICE Systems Ltd. Nexidia, Inc. Phonetic-based technology solutions for audio and v ideo search. $135 NA

03/03/16 Vista Equity Partners Solera Holdings Inc. Risk and asset management software to the P&C insurance sector. $6,272 5.5x

02/29/16 TriTech Software Systems Inc. The Omega Group, Inc. Geographic and mapping software for law enforcement, public safety, and education. NA NA

02/24/16 WebQA, Inc. Intelligent Serv ices, Inc. File sharing, request submission, tracking, and payment processing software. NA NA

02/09/16 Endurance International Group Constant Contact, Inc. Marketing software and tools designed for small businesses. $932 2.6x

01/29/16 Learning Technologies Group plc Rustici Software LLC Corporate compliance monitoring and training software. $37 5.5x

01/27/16 Pamplona Capital Management MedAssets, Inc. Revenue performance software for healthcare organizations. $2,775 3.6x

01/14/16 Kronos Incorporated Empower Software Solutions, Inc. HR and workforce management software. NA NA

01/08/16 Computer Programs & Systems Inc. Healthland, Inc. Integrated healthcare information technology solutions to rural health centers. $242 NA

01/08/16 ExamWorks, Inc. EDCO Group Inc. Record retrieval software and serv ices for the legal and insurance professionals. $62 NA

12/31/15 Aptean, Inc. AssetPoint, LLC Maintenance and asset management software solutions. NA NA

$467 3.6x

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

Pending Insight Venture Partners Diligent Corporation SaaS-based shareholder proxy management software. $434 4.4x

Pending Internet Brands, Inc. Demandforce, Inc. Web-based marketing and customer communications software. NA NA

Pending Nasdaq, Inc. BoardVantage, Inc. Information sharing solutions for board and leadership communication to the Fortune 500. $200 NA

Pending Visma AS Fortnox AB SaaS-based solutions for companies, schools, and accounting and auditing firms in Sweden. $163 9.4x

04/04/16 Resmed Corp. Brightree LLC Cloud-based software solutions to the post-acute industry. $800 7.1x

04/01/16 Aconex Limited CONJECT Holding GmbH Web-based construction and infrastructure management software. $74 2.7x

03/31/16 The Riverside Company Guestline Ltd Cloud-based hotel management and hospitality software solutions. NA NA

02/29/16 Decision Resources, Inc. Adaptive Software LLC SaaS-based process management software solutions for the pharmacy management. $25 7.7x

02/22/16 Verint Systems Inc. Contact Solutions, Inc. Web-based message automation solutions. NA NA

02/03/16 PowerSchool Group LLC Interactive Achievement, Inc. SaaS-based educational assessment and grade reporting software for school districts. NA NA

02/02/16 Summit Partners LLP Perforce Software Inc. Cloud-based software configuration and version management solutions. NA NA

01/25/16 JMI Equity CoreHR Limited Cloud-based human resource, recruiting, and payroll software. NA NA

01/20/16 Civ itas Learning, Inc. College Scheduler, LLC Web-based class scheduling system for the higher education market. NA NA

01/20/16 Sparta Systems, Inc. 123Compliance Corporation SaaS-based quality management, compliance, and reporting software. NA NA

01/12/16 Pitney Bowes Inc. Enroute Systems Corporation Cloud-based transportation management software. NA NA

01/12/16 PTC Inc. Kepware, Inc. Communication and interoperability software solutions for the automation industry. $118 5.9x

01/05/16 SPS Commerce Canada, Ltd. ToolBox Solutions Inc. Category management solutions for retailers and manufacturing companies. $30 NA

01/04/16 Quality Systems Inc. HealthFusion Holdings, Inc. SaaS-based technology for physicians, hospitals, and medical billing. $198 7.9x

$163 7.1x

43

38

42

55

38

49 47

45 46

60

54 53

65

68 70

55

52

NOTABLE SAAS M&A TRANSACTIONS

3.4x

5.5x

4.9x

5.8x

4.6x

5.3x

4.4x

5.3x

5.6x 5.7x

4.4x

3.5x

3.9x

4.4x4.2x

4.6x4.9x

SAAS – M&A MARKET SUMMARY

SAAS M&A VOLUME (GLOBAL)

SaaS M&A volume totaled 52 transactions in 1Q 2016 –below record levels achieved in 2015, but still above historical quarterly averages.

Median reported transaction multiples increased to 4.9x revenue in 1Q 2016, representing the highest mark since 2Q 2014.

In 1Q 2016, strategic buyers and private equity invested across a broad set of verticals, with the automotive, healthcare, construction, and education verticals being among the most active areas.

In particular, strategic buyers demonstrated an ability to pay for growth and synergies as evidenced by transactions led by Visma, Resmed, Decision Resources, and Quality Systems, all of which acquired businesses at multiples greater than 7.0x revenue.

MEDIAN M&A REVENUE MULTIPLES (REPORTED)

DATE

CLOSED ACQUIRER TARGET DESCRIPTION

ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

MEDIAN

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

1Q '1

5

2Q '1

5

3Q '1

5

4Q '1

5

1Q '1

6

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

1Q '1

5

2Q '1

5

3Q '1

5

4Q '1

5

1Q '1

6

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

NOTABLE DATA AND ANALYTICS M&A TRANSACTIONS

63

82

73 74

64

71 74

64 67

72 76

99

89

105

112

102

82

DATA AND ANALYTICS – M&A MARKET SUMMARY

DATA AND ANALYTICS M&A VOLUME (GLOBAL)

After a robust 2015, Data and Analytics M&A volume slowed in 1Q 2016 to 82 reported transactions.

Median reported Data and Analytics sector transaction multiples also decreased to 2.2x revenue, but remain in line with historical averages.

Data and Analytics companies continue to garner strong interest from strategic buyers as they seek to establish new capabilities in specific verticals, or with specific data types.

In one of the largest sector deals, IBM announced the acquisition of Truven Health Analytics for $3.6 billion, or 5.8x revenue. IBM plans to integrate Truven’s extensive data set spanning hundreds of different types of cost, claims, quality and outcomes information with its Watson Health data portfolio.

MEDIAN M&A REVENUE MULTIPLES (REPORTED)

3.3x

1.6x

0.9x

1.8x

1.1x

0.9x

1.4x

1.3x

1.9x 1.9x

2.7x

3.3x

2.8x

2.0x

2.6x2.6x

2.2x

DATE

CLOSED ACQUIRER TARGET DESCRIPTION

ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

MEDIAN

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

1Q '1

5

2Q '1

5

3Q '1

5

4Q '1

5

1Q '1

6

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

1Q '1

5

2Q '1

5

3Q '1

5

4Q '1

5

1Q '1

6

Pending Delphi Automotive PLC Control-Tec LLC Telematics and analytics solutions for the transportation industry. $145 NA

Pending Genscape, Inc. Locus Energy, LLC Provider of data monitoring and analytics software for the energy sector. NA NA

Pending IBM Truven Health Analytics Analytics software and serv ices for the healthcare industry. $3,567 5.8x

Pending Oracle Corporation AddThis Social sharing and analytics platform for sharing online content. $175 NA

Pending Telenor ASA Tapad, INC. Marketing technology and data analytics solutions. $379 NA

Pending WNS (Holdings) Ltd. Value Edge Research Serv ices BI and analytics software for the pharmaceutical and medical device industries. $18 NA

Pending Guidewire Software, Inc. EagleEye Analytics, Inc. Predictive analytics software and serv ices for property and casualty insurers. $42 NA

03/10/16 Tableau Software, Inc. HyPer Relational DBMS for online transaction processing and analytical processing workloads. NA NA

02/16/16 SAP SE MeLLmo Inc. Data analytics workflow and sharing platform. NA NA

02/10/16 IHS Global Inc. Oil Price Information Serv ice, LLC Real-time and historical spot, wholesale/rack, and retail fuel prices and analytics. $650 NA

01/28/16 Apple Inc. LearnSprout, Inc. Online platform for data and application management for educational institutions. NA NA

01/27/16 Survey Sampling International, LLC Instantly, Inc. Tools and analytics for market researcher and brand management. NA NA

01/26/16 Tyco International plc ShopperTrak RCT Corporation Business analytics software for the retail industry. $175 2.3x

01/22/16 StatPro Group plc Investor Analytics, LLC Portfolio and risk management analytics and serv ices for investment managers. $16 3.2x

01/21/16 Adobe Systems Software Digital Analytix Business SaaS platform to analyze customer data and report v isitor behavior. $45 NA

01/05/16 Thoma Bravo, LLC Infogix, Inc. Data integrity, analytics, and v isibility solutions for enterprises. NA NA

12/31/15 Geotab Inc. Maps BI Web-based data analytics and dashboards creation software. NA NA

12/14/15 Intercontinental Exchange, Inc. Interactive Data Holdings Corporation Provides financial market data, analytics, and related solutions. $7,450 7.9x

12/09/15 NeuStar, Inc. MarketShare Partners LLC Marketing analytics solutions for businesses, media companies, marketers, and agencies. $450 7.9x

$175 5.8x

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

Pending Blue Coat Systems Inc. Elastica, Inc. Transaction level security software for cloud applications and serv ices. $280 NA

Pending Cisco Systems Holdings Acano Limited Audio conferencing and IVR communications platform. $700 NA

Pending Golden Brick Silk Road Fund Opera Software ASA Develops and sells Web browsers for computer, tablet, and mobile applications. $1,268 2.1x

Pending Insieme Networks, Inc. CliQr Technologies, Inc. Platform for modeling, deploying, and managing applications. $260 NA

Pending Micro Focus International plc Serena Software, Inc. Application lifecycle management and managed IT solutions. $540 3.3x

Pending Oracle Corporation Ravello Systems Inc. Cloud-based v irtualization software solutions. NA NA

04/06/16 IBM Resilient, an IBM Company Cyber-security management and incident response software. NA NA

03/22/16 Cisco Systems, Inc. Jasper Technologies, Inc. Cloud-based platform to launch, manage, and monetize IoT serv ices. $1,400 NA

03/18/16 Microsoft Corporation Xamarin Inc. Software solutions for mobile application development. NA NA

03/17/16 Thales e-Security, Inc. Vormetric, Inc. Data security software for physical, v irtual, and big data cloud environments. $400 7.5x

03/03/16 Interswitch Limited VANSO International Corporation Wireless messaging and software solutions for the banking industry. $75 NA

02/29/16 salesforce.com, inc. TappingStone Inc. Open source machine learning serv ices for software developers. NA NA

02/17/16 keepITsafe Data Solutions, Ltd. VaultLogix, Online Data Backup Business Online data backup and disaster recovery software and solutions. $24 NA

02/08/16 Infoblox Inc. Digital Footprints International LLC IT-security solutions for detecting, diagnosing, and mitigating Internet threats. $45 NA

02/05/16 Silver Lake; Thoma Bravo, LLC SolarWinds, Inc. Enterprise-class IT and infrastructure management software. $4,446 9.2x

02/03/16 Providence Equity Partners LLC Skybox Security, Inc. Cyber-security management solutions. $96 NA

01/29/16 St Ives plc The App Business Ltd. Offers mobile programming, organizational design, and agile delivery serv ices. $78 4.9x

01/29/16 The Carlyle Group Veritas Technologies LLC Data backup, recovery, archiv ing, eDiscovery, storage management solutions. $7,000 NA

01/14/16 FireEye, Inc. iSight Security, Inc. Cyber threat intelligence software. $269 NA

$280 4.9x

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

1Q '1

5

2Q '1

5

3Q '1

5

4Q '1

5

1Q '1

6

1Q '1

2

2Q '1

2

3Q '1

2

4Q '1

2

1Q '1

3

2Q '1

3

3Q '1

3

4Q '1

3

1Q '1

4

2Q '1

4

3Q '1

4

4Q '1

4

1Q '1

5

2Q '1

5

3Q '1

5

4Q '1

5

1Q '1

6

49

58

55

67

38

61

56 55 53

48

56

47 45

50

36

52

44

4.2x

3.8x

3.0x

2.3x

1.9x1.7x

1.2x

2.4x2.5x

2.9x

2.4x

2.7x

3.0x3.2x

3.3x3.1x

2.9x

NOTABLE INFRASTRUCTURE SOFTWARE M&A TRANSACTIONS

INFRASTRUCTURE SOFTWARE – M&A MARKET SUMMARY

INFRASTRUCTURE SOFTWARE M&A VOLUME (GLOBAL)

Infrastructure Software M&A activity decreased slightly with 44 registered transactions in 1Q 2016, but remained in line with historical averages.

1Q 2016 median reported Infrastructure Software M&A revenue multiples remained consistent with recent historical periods.

IT security, mobile app development, and Infrastructure-as-a-Service platforms were among the most prevalent acquisition targets in Infrastructure Software.

Strategic buyers remain the most active acquirers of Infrastructure Software companies. Notable strategic acquisitions include Micro Focus’ pending acquisition of Serena, Oracle’s pending acquisition of Ravello, and Cisco’s acquisition of Jasper Technologies.

MEDIAN M&A REVENUE MULTIPLES (REPORTED)

DATE

CLOSED ACQUIRER TARGET DESCRIPTION

ENTERPRISE

VALUE (MM)

REVENUE

MULTIPLE

MEDIAN

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PAGE | 10

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

7% 4% 5% 6% 4% 6% 5% 6% 4% 2% 4% 2% 4% 4% 2% 4% 2%

31%

23% 26% 21% 28% 31%

19% 29%

17% 14%

24%

7%

22% 28%

16% 22%

17%

21%

20% 18%

31% 31%

30%

22%

19%

33%

26%

26%

24%

33% 26%

17%

32%

26%

20%

28% 32% 15%

17% 13%

34% 15% 26%

20%

16%

11%

22% 17%

29%

14% 39%

21% 26% 20%

27% 21% 21% 21%

31% 20%

37% 30%

55%

18% 25%

36% 28%

15%

1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16

Seed Series A Series B Series C Series D / or later

PRIVATE PLACEMENT CAPITAL RAISED BY ROUND (AS PERCENTAGE OF TOTAL REPORTED PRIVATE PLACEMENT CAPITAL)

In 1Q 2016, private placement activity increased 15% quarter over quarter with total reported capital raised increasing to $10.6 billion.

Although large institutional investors like T. Rowe Price have recently marked down their holdings in various tech startups previously valued in excess of $1 billion, private placement activity increased in both capital raised and volume in 1Q 2016.

PRIVATE PLACEMENT ACTIVITY BY SOFTWARE SECTOR

In 1Q 2016, 54% of reported private capital raised was deployed in late stage rounds (Series C or later), up from 42% in the prior quarter.

With 40 reported Series C of later financings in 1Q 2016 compared to 34 in the prior quarter, later stage deals increased to 15% of total financings in terms of total deal volume.

PRIVATE PLACEMENTS BY SOFTWARE SUB-SECTOR AND NEW CAPITAL RAISED

719 700

902

740

820 829

912

829

940 952

1013 997 1033

960

754

869

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

$16,000

0

100

200

300

400

500

600

700

800

900

1,000

1,100

1,200

2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16

$ i

n M

illio

ns

Vo

lum

e

Application Software SaaS Data & Analytics Infrastructure Software Total New Capital (Reported)

Page 12: QUARTERLY SOFTWARE SECTOR REVIEW 1Q 2016 ......Optevia, IRIS Analytics, and Resilient, among others. Global strategic software M&A registered 406 transactions in 1Q 2016, which was

PAGE | 11

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

SELECT RECENT SOFTWARE PRIVATE PLACEMENTS

ROUND INVESTORS (CURRENT ROUND) DESCRIPTIONCOMPANYDATEROUND

SIZE ($M)SECTOR

TOTAL RAISED

($M)

03/23/16 SaaSLate

Stage$131 $749 Blackrock, Credit Suisse

SaaS-based executiv e management analytics and

tools platform.

03/22/16Data &

Analytics

Late

Stage$40 $50 Bregal Sagemount

Online platform for loan analytics, risk-based pricing,

and automated decision technology for automotiv e

lenders.

03/21/16 SaaS C $22 $56

Adams Street Partners, LLC; Schooner Capital LLC; Tribeca

Venture Partners; Industry Ventures, LLC; The Guardian Life

Insurance Company of America; Sun Life Financial Inc.

SaaS-based online benefits serv ice.

03/15/16 Infrastructure C $30 $60

Google Ventures; Cisco Inv estments; Index Ventures; Intel

Capital; Northgate Capital Group; Sutter Hill Ventures; Thomv est

Ventures

Enterprise security and IT infrastructure software.

02/09/16Data &

Analytics

Late

Stage$70 $222

UPMC Enterprises; CHV Capital, Inc.; Norwest Venture Partners;

Sequoia Capital; EPIC Ventures; Kaiser Permanente Ventures;

MultiCare Health System; Sands Capital Management

Data warehousing, analytics, and outcomes

improv ement solutions to healthcare organizations.

01/28/16 SaaS C $75 $133 Google Capital; Institutional Venture Partners; Felicis Ventures;

Andreessen Horowitz; Citi Ventures

Caller-ID products to detect, report, and mitigate

phone fraud.

01/26/16 SaaS C $40 $62 Accel Partners; SoftTech VC; Costanoa Venture Capital; RSE

Ventures, Inv estment Arm; Vayner/RSECloud-based employee training platform.

01/26/16 Infrastructure A $20 $20 Norwest Venture Partners; Lightspeed Venture Partners; SingTel

Innov 8 Holdings Network cyber-security solutions.

01/24/16Data &

Analytics

Late

Stage$10 $57 Sky plc

Programmatic marketing software and analytics for

brands and agencies.

01/21/16 InfrastructureLate

Stage$30 $77

Goldman Sachs Group, Merchant Banking Div ision; Accel

Partners; Bay Partners, LLC; Hummer Winblad Venture Partners;

Morgenthaler; New Enterprise Associates

Component-based software dev elopment solutions.

01/20/16 SaaS B $150 $164

Susa Ventures; Data Collectiv e; Victory Park Capital Adv isors;

GV; QED Inv estors; SV Angel; Kapor Capital; Bronze Inv estments;

Eagle Cliff Partners

Direct lending platform for non-prime borrowers.

01/12/16 Infrastructure D $95 $147 ICONIQ Capital, Index Ventures; OpenView Venture Partners;

Contour Venture Partners; Amplify PartnersCloud-based application monitoring platform.

Note: Financial information presented above represents reported capital raised only.

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PAGE | 12

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

PUBLIC SOFTWARE VALUATION MULTIPLES BY SECTOR

EBITDA MULTIPLE ANALYSIS 1Q 2016 VS. 1Q 2015

9.4x

8.5x

5.9x

4.6x

6.5x 6.2x

4.3x

6.3x

4.6x

2.9x

6.1x

6.8x

4.2x3.9x

3.5x

2.7x

1.7x

8.1x

6.7x

5.2x 5.0x 4.9x 4.8x 4.7x4.4x 4.4x 4.3x

4.2x 4.1x3.4x

2.9x 2.6x

2.1x

1.3x

1Q 2015 1Q 2016

74.1x

65.2x

17.4x

26.0x

56.4x

37.5x

16.4x

30.1x

14.6x

9.0x

65.5x

15.1x

30.8x

17.5x

29.8x

13.3x 14.2x

34.0x

36.8x

15.6x19.5x

34.6x

15.0x13.8x

20.7x

12.5x9.3x

18.3x

12.8x 12.7x9.7x

13.8x

8.5x

15…

1Q 2015 1Q 2016

REVENUE MULTIPLE ANALYSIS 1Q 2016 VS. 1Q 2015STOCK PERFORMANCE (1- & 3-YEAR)

(3.3%)

10.8%

12.2%

4.6%

10.0%

(8.4%)

3.0%

(13.0%)

6.5%

4.6%

(15.9%)

(6.7%)

(38.3%)

(9.4%)

(27.2%)

(22.6%)

5.5%

45.6%

39.1%

84.5%

113.6%

68.4%

5.2%

35.4%

68.9%

59.8%

26.2%

15.9%

42.6%

14.9%

10.0%

(1.4%)

(12.9%)

(31.4%)

1 Yr Stock 3 Yr Stock

Large-Cap SaaS

HCM

Financial

Public Sector / Non-Profit

Marketing

HCIT

PLM & Engineering

SCM & Logistics

Enterprise

Bellwethers

Small-Cap SaaS

IT Security

Data & Analytics

IT Operations Mgmt.

Communication

Data Storage

Energy

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PAGE | 13

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

`

KEY METRICS BY SECTOR – COMPARABLE PUBLIC SOFTWARE COMPANIES

8.1x

6.7x

5.2x

5.0x

4.9x

4.8x

4.7x

4.4x

4.4x

4.3x

4.2x

4.1x

3.4x

2.9x

2.6x

2.1x

1.3x

Large-Cap SaaS

HCM

Financial

Public Sector / Non-Profit

Marketing

HCIT

PLM & Engineering

SCM & Logistics

Enterprise

Bellwethers

Small-Cap SaaS

IT Security

Data & Analytics

IT Operat ions Mgmt.

Communication

Data Storage

Energy

EV / LTM REVENUE MULTIPLE NTM REVENUE GROWTH LTM EBITDA MARGINNTM EBITDA GROWTH NTM REVENUE GROWTH LTM EBITDA MARGINNTM EBITDA GROWTH

COMPARABLE COMPANY SET MEDIANS CORRELATION WITH EV / REVENUE MULTIPLE

25% 168% 7% 52% 16% (35%)

26% 54% 19% 56% 57% (92%)

6% 32% 34% 33% (16%) 78%

15% 70% 22% 80% (23%) 70%

22% 74% 8% 65% (100%) 57%

14% 63% 12% 82% - 17%

6% 36% 20% 21% (19%) 63%

10% 29% 19% (22%) (60%) 94%

5% 27% 27% 82% 87% 22%

(0%) 14% 27% 82% 75% -

23% 60% 13% 79% (63%) 50%

21% 17% 26% 39% - 63%

14% 49% 14% 67% (61%) 37%

14% 33% 22% 27% 54% 37%

8% 105% 15% 31% 14% 38%

4% 26% 15% - (55%) 48%

6% 25% 20% (13%) 52% 63%

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PAGE | 14

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

SUMMARY OF TECHNOLOGY IPOS

Not a single technology company went public 1Q 2016, representing the fourth quarter since 1993 where technology IPOs have been absent (e.g., 3Q 2002, 1Q 2003, and 1Q 2009).

According to Dealogic, the lack of deals in those three quarters made sense as they were periods of crisis, when stock markets were trading at record lows. However, the lack of activity in 1Q 2016 does not follow any sort of market correction or bubble bursting. In fact, the broader equity markets are trading just shy of their nominal record highs (not adjusted for inflation).

MARKET CAP AT IPO (LTM) REVENUE GROWTH (1YR PRIOR TO IPO)OFFERING SIZE AT IPO (LTM)

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE)

26%

35%

39%

< 25% 25 - 75% > 75%

10%

23%

23%

45%

$0-50M $50-500M $500M-$1B $1B+

13%

26%

32%

29%

$0 - 50M $50 - 100M $100 - 250M $250M +

All tech IPOs over the last 12 months All tech IPOs over the last 12 months All tech IPOs over the last 12 months

12

9

7

9

6

16

13 13

11

18

7

11

5

15

3

8

0

1Q-12 2Q-12 3Q-12 4Q-12 1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16

$0 - 50M $50 - 100M $100 - 250M $250M +

2012 Total: 37 2013 Total: 48 2014 Total: 47 2015 Total: 31

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

98.3%

(23.2%)

32.0%

(1.2%)

53.0%

33.1%

3.3%

(29.7%)

(41.6%)

14.7% 14.7%

(1.2%)

7.4%

17.5%

9.9%

(125.0%)

(100.0%)

(75.0%)

(50.0%)

(25.0%)

0.0%

25.0%

50.0%

75.0%

100.0%

125.0%

3/26/15 4/23/15 5/20/15 6/4/15 6/18/15 6/25/15 6/25/15 6/25/15 6/30/15 7/16/15 10/6/15 11/12/15 11/18/15 11/18/15 12/9/15

$18.0 $17.0 $25.0 $17.0 $14.0 $8.0 $12.0 $14.0 $19.0 $16.0 $17.0 $16.0 $9.0 $10.0 $21.0

$126.0 $87.0 $222.5 $195.5 $100.1 $56.3 $74.4 $98.0 $156.8 $103.2 $425.0 $70.4 $243.0 $77.5 $462.0

39.7% (49.4%) 19.6% (37.2%) (3.1%) (15.6%) 2.2% 65.3% (48.8%) (16.4%) (22.2%) 11.4% 57.3% (2.7%) 16.2%

Circle Size Denotes Revenue ($)

% R

eve

nu

e G

row

th1

Sto

ck

Pe

rfo

rma

nc

e2

KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS

IPO DATE

OFFER PRICE

OFFERING SIZE ($M)

OFFER TO CURRENT

39.7%

(49.4%)

19.6%

(37.2%)

(3.1%)

(15.6%)

2.2%

65.3%

(48.8%)

(16.4%)(22.2%)

11.4%

57.3%

(2.7%)

16.2%

172.5%

43.4% 11.8%

293.0%

57.4% 34.8%

102.3% 26.9%

194.4%

52.6%

540.7%

150.0%

107.0%

45.4% 64.3%

(150.0%)

(50.0%)

50.0%

150.0%

250.0%

350.0%

450.0%

550.0%

650.0%

750.0%

Page 17: QUARTERLY SOFTWARE SECTOR REVIEW 1Q 2016 ......Optevia, IRIS Analytics, and Resilient, among others. Global strategic software M&A registered 406 transactions in 1Q 2016, which was

PAGE | 16

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

17.4%

4.7%

4.8%

7.6%

13.2%

23.1%

29.3%

Other

Retail

Printing & Publishing

Manufacturing &Machinery

Healthcare

Services & Leasing

Technology

LBO LOAN VOLUME BY INDUSTRY MEDIAN LBO DEBT PERCENTAGES

DEBT MARKET OVERVIEW

MIDDLE MARKET LBO LOAN MULTIPLES MIDDLE MARKET LBO VOLUME BY QUARTER

2015 New-Issue LBO Loan Volume: $5.5 billion Percentage of Total Purchase Price

Middle market LBO loan multiples tightened in 1Q 2016.

Middle market LBO loan volumes increased in 1Q 2016, but remained below the average levels experienced during the past few years.

Technology companies were the largest recipients of LBO loans in 2015.

Lenders, however, continue to demand higher equity contributions from sponsors as evidenced by the decline in debt as percentage of total purchase price to a nine-year low of 45%.

63%

60%

50%

57%

55%

60%

66%

60% 58%

45%

2007 2008 2009 2010 2011 2012 2013 2014 2015 1Q 2016

Defined as Issuers with EBITDA of $50 Million or LessDefined as Issuers with EBITDA of $50 Million or Less

4.1x 4.0x

3.4x

3.8x 3.8x

4.3x

4.7x 4.7x

5.6x

4.5x

3.3x

4.2x 4.3x4.5x

4.8x

5.3x 5.3x

4.4x

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1Q'16

FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA

$0.9B

$0.6B$0.7B

$1.0B

$2.0B

$1.2B

$1.6B$1.5B

$1.8B

$1.2B

$1.9B$2.0B

$0.4B

$0.7B

4Q'12 1Q'13 2Q'13 3Q'13 4Q'13 1Q'14 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16

Institutional Pro Rata

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PAGE | 17

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

SELECT HW&CO. TMT TRANSACTIONS

has been acquired by

FINANCIAL

TECHNOLOGY

has been acquired by

MANAGED

SERVICES

has been acquired by

ECOMMERCE

RETAIL

has received an

investment from

APPLICATION

SOFTWARE

has been acquired by

HEALTHCARE

TECHNOLOGY

has received a

majority equity

investment from

PUBLIC SECTOR

SOFTWARE

has been acquired by

INFRASTRUCTURE

SOFTWARE

has been acquired by

DIGITAL

MEDIA

has been acquired by

HEALTHCARE

TECHNOLOGY

has been acquired by

ERP / BUSINESS

MANAGEMENT

has received a

significant investment

from

MARKETING

ANALYTICS

has been acquired by

EDUCATION

TECHNOLOGY

has been acquired by

HEALTHCARE

TECHNOLOGY

has been acquired by

HEALTHCARE

TECHNOLOGY

IT SERVICES

has been acquired by

has been acquired by

TECH-ENABLED

SERVICES

has been acquired by

HEALTHCARE

TECHNOLOGY

has been

recapitalized by

SUPPLY CHAIN

SOFTWARE

has been acquired by

INFRASTRUCTURE

SOFTWARE

ENERGY

TECHNOLOGY

has received a minority

equity investment from

GFI Energy Group

a division of

has been acquired by

HEALTHCARE

TECHNOLOGY

has been acquired by

DATA

ANALYTICS

has been acquired by

ENERGY

TECHNOLOGY

has been acquired by

HEALTHCARE

TECHNOLOGY

has been acquired by

MARKETING

ANALYTICS

has received a minority

investment from

ENERGY

TECHNOLOGY

has been acquired by

ENERGY

TECHNOLOGY

has been acquired by

HEALTHCARE

TECHNOLOGY

has been

recapitalized by

NON-PROFIT

SOFTWARE

HEALTHCARE

TECHNOLOGY

has been acquired by

has received a

majority investment

from

MARKETING

ANALYTICS

has been acquired by

INFRASTRUCTURE

SOFTWARE

has been acquired by

INFRASTRUCTURE

SOFTWARE

has been acquired by

FINANCIAL

TECHNOLOGY

has merged with

DIGITAL

MEDIA

has been acquired by

HCM SOFTWARE

has been acquired by

HEALTHCARE

TECHNOLOGY

has merged with

SUPPLY CHAIN

SOFTWARE

has been acquired by

NON-PROFIT

SOFTWARE

ERP / BUSINESS

MANAGEMENT

has received a

significant equity

investment from

has been acquired by

REAL ESTATE

SOFTWARE

has become a wholly-

owned subsidiary of

ENERGY

TECHNOLOGY

has been

recapitalized by

SUPPLY CHAIN

SOFTWARE

has received a minority

equity investment from

HEALTHCARE

TECHNOLOGY

has been acquired by

HEALTHCARE

TECHNOLOGY

has been acquired by

EDUCATION

TECHNOLOGY

has been acquired by

ERP / BUSINESS

MANAGEMENT

has acquired

HEALTHCARE

TECHNOLOGY

has been acquired by

LEGAL

TECHNOLOGY

has been acquired by

MARKETING

TECHNOLOGY

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PAGE | 18

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY UNIVERSESA

AS

HO

RIZ

ON

TAL

INFR

ASTR

UC

TUR

E

SO

FTW

AR

EV

ER

TIC

ALAP

PLI

CA

TIO

N S

OFT

WA

RE

Software Bellwethers Google Microsoft Oracle Cisco IBM SAP EMC Salesforce HP

Communication Software Nuance NICE Synchronoss BroadSoft MobileIron Tangoe Jiv e

Enterprise Software Oracle IBM SAP Adobe Intuit Sage Constellation Open Text TOTVS

Human Capital Management (HCM) Paychex Workday Ultimate Paycom Cornerstone Paylocity Benefitfocus Xactly Halogen

Marketing Software Salesforce Adobe Criteo HubSpot Demandware Marketo Callidus Bazaarv oice ChannelAdv isor

PLM & Engineering Software Dassault Autodesk Ansys Synopsys Cadence PTC Aspen Mentor Nemetschek AVEVA

Supply Chain & Logistics Software Manhattan Fleetmatics Descartes Kinaxis SPS SciQuest American Park City Amber Road Tecsys

Energy Software AVEVA Silv er Spring OPOWER PSI EnerNOC

Financial Software Fiserv MSCI Jack Henry SS&C FIS Black Knight Bottomline Env estnet Q2 Holdings

Healthcare IT (HCIT) Cerner athenahealth Veev a Inov alon Allscripts Medidata Press Ganey HMS Quality Systems Impriv ata

Public Sector / Non-Profit Software Constellation Tyler Tech Blackbaud NIC 2U Instructure K12

Large-Cap SaaS (≥ $2Bn Mkt Cap) Salesforce Workday Serv iceNow athenahealth NetSuite Ultimate Atlassian Guidewire Veev a Proofpoint

Small-Cap SaaS (≤ $2Bn Mkt Cap) Paycom ZenDesk Cornerstone RealPage HubSpot Fleetmatics Xero Limited. Demandware Ebix LogMeIn

Small-Cap SaaS (cont'd) CyberArk RingCentral Alarm.Com Benefitfocus Cv ent Qualys Q2 Holdings Marketo Callidus SPS

Small-Cap SaaS (cont'd) inContact MINDBODY IntraLinks Workiv a Textura Instructure Fiv e9 AppFolio SciQuest OPOWER

Small-Cap SaaS (cont'd) Castlight Health Model N Bazaarv oice Xactly Amber Road

Data & Analytics Splunk Teradata Tableau Inov alon Qlik Verint MicroStrategy Pegasystems Hortonworks PROS Holdings

IT Operations Management VMware Red Hat CA Citrix Serv iceNow F5 Networks Micro Focus Arista Software AG NetScout

IT Operations Management (cont'd) Pegasystems New Relic Progress Infoblox Radware

Data Storage EMC NetApp Iron Mountain Brocade CommVault Box Barracuda Nimble Storage Carbonite

IT Security Cisco Check Point Palo Alto Symantec VeriSign Gemalto Trend Micro Fortinet FireEye Cheetah Mobile

IT Security (cont'd) Proofpoint Imperv a CyberArk AVG Tech Qualys Rapid7 Mimecast Varonis

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PAGE | 19

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

SOFTWARE BELLWETHERS

Alphabet Inc. GOOGL $454,639 $518,917 94.1% 38.8% 90.4% 13.6% 15.9% 32.6% 6.1x 5.2x 4.6x 12.9x 31.7x

Microsoft Corporation MSFT 379,385 436,831 97.2% 35.6% 93.0% (5.7%) (1.0%) 34.6% 4.3x 4.0x 3.8x 11.1x 38.3x

Oracle Corporation ORCL 159,576 169,771 90.4% (4.7%) 26.2% (4.3%) (3.4%) 40.1% 4.3x 4.3x 4.2x 9.3x 19.2x

Cisco Systems, Inc. CSCO 107,495 143,264 95.2% 4.5% 36.7% 3.1% (0.3%) 28.8% 2.2x 2.2x 2.1x 7.0x 13.9x

IBM Corporation IBM 177,385 145,525 85.9% (4.9%) (28.7%) (11.9%) (4.7%) 24.6% 2.2x 2.3x 2.3x 9.0x 11.0x

SAP SE SAP 103,434 96,846 93.8% 11.5% 0.3% 18.4% 5.9% 27.5% 4.4x 4.1x 3.9x 12.1x 29.1x

EMC Corporation EMC 50,967 51,889 92.6% 4.6% 13.1% 1.1% 0.8% 19.7% 2.1x 2.0x 2.0x 7.5x 26.1x

salesforce.com, inc. CRM 50,248 49,533 89.1% 11.7% 68.4% 24.1% 21.8% 7.0% 7.5x 6.2x 5.2x 30.2x NM

HP Inc. HPQ 24,443 21,399 34.6% (60.6%) (47.1%) 4.7% (53.8%) 10.8% 0.2x 0.5x 0.5x 5.5x 5.7x

Median $107,495 $143,264 92.6% 4.6% 26.2% 3.1% (0.3%) 27.5% 4.3x 4.0x 3.8x 9.3x 22.6x

COMMUNICATION SOFTWARE

Nuance Communications, Inc. NUAN $7,243 $5,690 85.6% 31.3% (7.4%) 0.8% 1.4% 15.3% 3.7x 3.6x 3.4x 11.6x NM

NICE Systems Ltd. NICE 3,459 3,900 93.9% 7.6% 78.2% 6.3% 8.3% 24.1% 3.7x 3.4x 3.2x 13.8x 15.1x

Synchronoss Technologies, Inc. SNCR 1,527 1,436 61.7% (31.6%) 4.6% 26.6% 14.8% 27.2% 2.6x 2.3x 2.0x 7.6x 35.3x

BroadSoft, Inc. BSFT 1,118 1,178 98.2% 22.9% 55.5% 28.6% 20.5% 10.9% 4.0x 3.3x 2.8x 19.1x NM

MobileIron, Inc. MOBL 276 372 34.9% (50.5%) NA 12.9% 15.8% NM 1.8x 1.6x 1.4x NM NM

Tangoe, Inc. TNGO 280 311 52.9% (41.3%) (35.6%) 5.7% 3.7% 4.4% 1.3x 1.2x 1.1x 14.4x NM

Jiv e Software, Inc. JIVE 187 289 63.1% (27.2%) (74.7%) 9.6% 3.9% NM 1.0x 0.9x 0.9x NM NM

Median $1,118 $1,178 63.1% (27.2%) (1.4%) 9.6% 8.3% 15.3% 2.6x 2.3x 2.0x 13.8x 25.2x

ENTERPRISE SOFTWARE

Oracle Corporation ORCL $159,576 $169,771 90.4% (4.7%) 26.2% (4.3%) (3.4%) 40.1% 4.3x 4.3x 4.2x 9.2x 19.2x

IBM Corporation IBM 177,385 145,525 85.9% (4.9%) (28.7%) (11.9%) (4.7%) 24.6% 2.2x 2.3x 2.3x 8.3x 11.0x

SAP SE SAP 103,434 96,846 93.8% 11.5% 0.3% 18.4% 5.9% 27.5% 4.4x 4.1x 3.9x 12.5x 29.1x

Adobe Systems Incorporated ADBE 44,739 46,920 95.7% 25.0% 116.2% 19.1% 21.5% 27.2% 8.8x 7.7x 6.3x 26.1x 58.7x

Intuit Inc. INTU 27,623 26,712 95.2% 6.5% 59.8% 6.4% 9.3% 29.1% 6.2x 5.8x 5.3x 18.4x 52.6x

Sage Group plc SGE 10,270 9,778 99.8% 30.3% 65.0% 6.1% 5.0% 27.1% 5.1x 4.8x 4.5x 16.9x 33.3x

Constellation Software Inc. TSX: CSU 8,879 8,690 88.9% 19.1% 233.4% 10.1% 15.1% 23.2% 4.8x 4.2x 3.6x 19.5x 49.0x

Open Text Corporation OTEX 7,117 6,274 88.7% (4.0%) 78.4% (1.5%) (0.8%) 28.8% 3.9x 3.8x 3.7x 11.5x 28.0x

TOTVS S.A. TOTS3 1,364 1,253 67.7% (32.5%) (62.4%) 7.7% 3.4% 18.6% 2.6x 2.1x 2.1x 11.2x 25.4x

Median $27,623 $9,234 92.1% 12.8% 71.7% 7.0% 7.2% 27.1% 4.9x 4.5x 4.1x 17.7x 41.1x

Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

IT Operations

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM &

Engineering

SCM & Logistics

Energy

Financial

HCIT

Public Sector /

Non-Profit

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

HUMAN CAPITAL MANAGEMENT SOFTWARE

Paychex, Inc. PAYX $19,123 $19,450 98.6% 9.1% 52.9% 7.6% 7.7% 42.7% 6.7x 6.2x 5.8x 15.8x 26.3x

Workday, Inc. WDAY 13,522 14,984 82.1% (7.9%) 25.4% 47.5% 33.2% NM 11.6x 8.7x 6.7x NM NM

The Ultimate Software Group, Inc. ULTI 5,470 5,582 89.5% 15.9% 88.5% 22.2% 24.9% 10.3% 8.9x 7.1x 5.9x 36.8x 245.9x

Paycom Software, Inc. PAYC 2,079 2,103 76.8% 12.4% NA 48.8% 38.4% 18.7% 9.3x 6.7x 5.2x 43.3x 100.4x

Cornerstone OnDemand, Inc. CSOD 1,784 1,796 80.5% 17.8% (2.1%) 28.9% 26.2% NM 5.3x 4.1x 3.4x NM NM

Paylocity Holding Corporation PCTY 1,589 1,668 69.8% 14.4% NA 46.7% 46.9% NM 8.6x 6.3x 5.0x NM NM

Benefitfocus, Inc. BNFT 951 974 70.2% (7.0%) NA 34.7% 26.5% NM 5.1x 4.1x 3.3x NM NM

Xactly Corporation XTLY 170 202 64.2% NA NA 24.3% 24.8% NM 2.2x 1.8x 1.4x NM NM

Halogen Software Inc. HGN 120 159 85.1% (2.8%) NA 15.9% 11.3% NM 1.8x 1.6x 1.5x NM NM

Median $1,784 $1,796 80.5% 10.8% 39.1% 28.9% 26.2% 18.7% 6.7x 6.2x 5.0x 36.8x 100.4x

MARKETING SOFTWARE

salesforce.com, inc. CRM $50,248 $49,533 89.1% 11.7% 68.4% 24.1% 21.8% 7.0% 7.5x 6.2x 5.2x 43.1x NM

Adobe Systems Incorporated ADBE 44,739 46,920 95.7% 25.0% 116.2% 19.1% 21.5% 27.2% 8.8x 7.7x 6.3x 26.1x 58.7x

Criteo SA CRTO 2,250 2,588 72.3% 3.4% NA 33.9% NA 8.6% 1.7x 3.1x 2.5x 16.1x 43.5x

HubSpot, Inc. HUBS 1,410 1,514 72.6% 10.0% NA 57.0% 37.8% NM 7.8x 5.6x 4.3x NM NM

Demandware, Inc. DWRE 1,278 1,475 51.5% (33.3%) 54.4% 47.8% 27.0% NM 5.4x 4.2x 3.3x NM NM

Marketo, Inc. MKTO 769 869 57.6% (22.5%) NA 40.0% 30.0% NM 3.7x 2.8x 2.2x NM NM

Callidus Software Inc. CALD 841 939 77.1% 34.2% 271.5% 26.7% 22.6% 0.2% 4.9x 4.0x 3.3x 46.4x NM

Bazaarv oice, Inc. BV 204 256 48.0% (45.7%) (56.3%) 6.1% 3.6% NM 1.0x 1.0x 0.9x NM NM

ChannelAdv isor Corporation ECOM 230 286 76.4% 18.4% NA 18.5% 11.9% NM 2.3x 2.0x 1.8x NM NM

Median $1,278 $1,475 72.6% 10.0% 68.4% 26.7% 22.2% 7.8% 4.9x 4.0x 3.3x 34.6x 51.1x

PLM & ENGINEERING SOFTWARE

Dassault Systèmes SE DSY $18,627 $20,144 90.6% 19.5% 36.9% 23.8% 6.6% 27.2% 5.7x 5.3x 4.9x 16.8x 46.1x

Autodesk, Inc. ADSK 12,327 13,090 88.6% (0.7%) 46.0% (0.3%) (20.4%) 5.9% 4.9x 6.2x 5.4x 29.8x NM

Ansys, Inc. ANSS 7,081 7,865 90.9% 1.5% 12.5% 0.7% 6.9% 45.8% 7.5x 7.0x 6.5x 14.7x 31.1x

Synopsys Inc. SNPS 6,862 7,340 91.8% 4.6% 36.6% 7.0% 6.0% 17.7% 3.0x 2.9x 2.7x 11.7x 33.2x

Cadence Design Systems Inc. CDNS 6,793 7,156 99.3% 28.2% 73.1% 7.7% 6.8% 24.0% 4.0x 3.7x 3.5x 12.5x 28.3x

PTC Inc. PTC 4,219 3,798 77.6% (8.3%) 34.1% (10.1%) (3.8%) 19.3% 3.5x 3.5x 3.6x 12.7x NM

Aspen Technology, Inc. AZPN 2,812 3,013 77.3% (5.2%) 13.9% 10.7% 8.3% 44.4% 6.0x 5.7x 5.4x 13.0x 22.8x

Mentor Graphics Corp. MENT 2,113 2,174 72.4% (16.5%) 16.8% (5.1%) 2.8% 18.9% 1.8x 1.7x 1.7x 8.2x 22.6x

Nemetschek SE XTRA:NEM 1,860 1,861 89.4% 43.4% 219.6% 30.6% 13.6% 19.4% 5.7x 5.1x 4.5x 23.5x 47.7x

AVEVA Group plc LSE: AVV 1,298 1,450 67.0% 5.5% (38.3%) (4.7%) (1.5%) 21.3% 4.5x 4.4x 4.2x 15.4x 33.8x

Median $5,506 $5,477 89.0% 3.0% 35.4% 3.9% 6.3% 20.4% 4.7x 4.7x 4.4x 13.8x 32.2x

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

IT Operations

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM &

Engineering

SCM & Logistics

Energy

Financial

HCIT

Public Sector /

Non-Profit

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

SUPPLY CHAIN AND LOGISTICS SOFTWARE

Manhattan Associates, Inc. MANH $4,023 $4,151 73.1% 11.9% 209.9% 13.1% 10.1% 30.4% 7.2x 6.6x 6.0x 22.2x 40.1x

Fleetmatics Group PLC FLTX 1,426 1,575 64.8% (8.2%) 70.0% 23.0% 20.9% 24.0% 5.0x 4.1x 3.5x 15.5x 40.6x

The Descartes Systems Group Inc TSX: DSG 1,431 1,477 87.7% 28.3% 108.8% 8.3% 10.1% 32.0% 7.7x 7.0x 6.3x 23.8x 71.8x

Kinaxis Inc. KXS 708 814 82.5% 56.2% NA 30.3% 19.5% 27.8% 7.8x 6.5x 5.3x 24.9x 64.2x

SPS Commerce, Inc. SPSC 594 723 54.8% (35.5%) (1.2%) 23.9% 21.4% 10.5% 3.7x 3.1x 2.6x 27.2x 155.9x

SciQuest, Inc. SQI 244 387 83.8% (14.6%) (42.3%) 3.4% 4.7% 7.7% 2.3x 2.2x 2.0x 12.4x 207.6x

American Software, Inc. AMSW.A 195 260 79.2% (11.3%) 9.0% 11.3% 10.2% 13.5% 1.7x 1.7x 1.6x 9.8x 27.6x

Park City Group Inc. PCYG 165 174 63.4% (35.4%) 145.7% 4.0% NA NM 12.3x NM NM NM NM

Amber Road, Inc. AMBR 148 142 55.8% (40.2%) NA 3.5% 9.5% NM 2.2x 2.0x 1.8x NM NM

Tecsys Inc. TSX: TCS 65 69 71.6% (29.4%) 67.8% 15.3% 10.2% 4.2% 1.4x 1.2x 1.1x 19.1x 76.6x

Median $419 $555 72.4% (13.0%) 68.9% 12.2% 10.2% 18.7% 4.4x 3.1x 2.6x 20.7x 68.0x

ENERGY SOFTWARE

AVEVA Group plc LSE: AVV $1,298 $1,450 67.0% 5.5% (38.3%) (4.7%) (1.5%) 21.3% 4.5x 4.4x 4.2x 15.4x 33.8x

Silv er Spring Networks, Inc. SSNI 626 751 91.2% 63.2% (14.2%) 155.9% 7.4% 20.1% 1.3x 2.1x 1.8x 55.7x 9.4x

OPOWER, Inc. OPWR 302 362 52.5% (33.5%) NA 15.8% 8.3% NM 2.0x 1.9x 1.7x NM NM

PSI Aktiengesellschaft PSAN 199 240 91.2% 18.0% (24.5%) 3.3% 5.7% 7.5% 1.0x 0.9x 0.8x 11.2x 29.6x

EnerNOC, Inc. ENOC 186 213 49.9% (36.4%) (55.8%) (15.3%) (5.0%) NM 0.5x 0.5x 0.5x NM NM

Median $302 $362 67.0% 5.5% (31.4%) 3.3% 5.7% 20.1% 1.3x 1.9x 1.7x 15.4x 29.6x

FINANCIAL SOFTWARE

Fiserv , Inc. FISV $26,887 $22,869 99.7% 28.9% 135.8% 3.7% 5.7% 30.5% 5.1x 4.8x 4.6x 15.0x 32.1x

MSCI Inc. MSCI 8,088 7,286 98.9% 21.4% 122.1% 7.9% 6.2% 44.8% 7.5x 7.1x 6.6x 16.9x 32.6x

Jack Henry & Associates Inc. JKHY 6,715 6,669 98.1% 21.5% 84.5% 6.4% 6.4% 35.0% 5.2x 4.9x 4.6x 14.9x 30.0x

SS&C Technologies Holdings, Inc. SSNC 8,580 6,263 82.2% 2.2% 114.6% 30.3% 50.0% 32.9% 8.6x 5.7x 5.2x 19.0x 146.1x

Oracle Financial Serv ices Software Ltd. 532466 4,136 4,517 79.3% 1.7% 13.4% 4.7% 6.2% 41.9% 6.8x 5.9x 5.2x 16.1x 25.5x

Black Knight Financial Serv ices, Inc. BKFS 4,646 2,144 79.9% NA NA 9.2% 7.1% 34.3% 5.0x 4.6x 4.3x 11.2x 107.2x

Bottomline Technologies (de), Inc. EPAY 1,191 1,156 96.5% 11.4% 12.5% 3.9% 5.1% 12.8% 3.6x 3.3x 3.0x 14.7x NM

Env estnet, Inc. ENV 1,391 1,143 48.2% (51.0%) 57.0% 20.7% 38.0% 12.0% 3.3x 2.4x 2.1x 18.5x NM

Q2 Holdings, Inc. QTWO 826 937 79.0% 13.1% NA 37.6% 34.1% NM 7.6x 5.7x 4.4x NM NM

Median $4,646 $4,517 82.2% 12.2% 84.5% 7.9% 6.4% 33.6% 5.2x 4.9x 4.6x 15.6x 32.3x

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

IT Operations

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM &

Engineering

SCM & Logistics

Energy

Financial

HCIT

Public Sector /

Non-Profit

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

HEALTHCARE IT

Cerner Corporation CERN $18,099 $18,007 69.9% (27.5%) 12.4% 31.4% 12.4% 27.7% 4.2x 3.6x 3.3x 12.4x 33.4x

athenahealth, Inc. ATHN 5,563 5,406 81.4% 16.8% 45.6% 22.9% 19.8% 6.6% 6.0x 5.0x 4.2x 31.1x NM

Veev a Systems Inc. VEEV 3,013 3,359 85.3% 0.2% NA 30.6% 25.1% 21.6% 7.4x 5.9x 4.8x 26.0x 61.7x

Inov alon Holdings, Inc. INOV 2,363 2,810 62.7% (36.2%) NA 20.9% 17.6% 32.1% 5.4x 4.6x 3.9x 15.4x 42.5x

Allscripts Healthcare Solutions, Inc. MDRX 3,021 2,501 83.7% 12.7% (1.9%) 0.6% 4.1% 8.1% 2.2x 2.1x 2.0x 12.3x NM

Medidata Solutions, Inc. MDSO 2,163 2,180 63.1% (20.3%) 37.1% 17.1% 17.3% 10.2% 5.5x 4.7x 3.9x 23.7x 165.6x

Press Ganey Holdings, Inc. PGND 1,742 1,588 83.2% NA NA 13.2% 10.4% 8.9% 5.5x 5.0x 4.6x 15.0x NM

HMS Holdings Corp. HMSY 1,258 1,205 77.2% (8.4%) (47.8%) 7.0% 2.2% 19.0% 2.7x 2.6x 2.4x 11.4x 49.1x

Quality Systems Inc. QSII 823 928 84.9% (4.1%) (17.0%) 3.3% 1.2% 11.6% 1.7x 1.5x 1.4x 11.1x 28.4x

Impriv ata, Inc. IMPR 266 317 58.4% (8.9%) NA 22.8% 16.2% NM 2.2x 1.9x 1.7x NM NM

Median $2,263 $2,340 79.3% (8.4%) 5.2% 19.0% 14.3% 11.6% 4.8x 4.1x 3.6x 15.0x 45.8x

PUBLIC SECTOR / NON-PROFIT SOFTWARE

Constellation Software Inc. TSX: CSU $8,879 $8,690 88.9% 19.1% 233.4% 10.1% 15.1% 23.2% 4.8x 4.2x 3.6x 19.5x 49.0x

Tyler Technologies, Inc. TYL 4,674 4,655 69.9% 6.1% 113.8% 19.9% 30.5% 21.8% 7.9x 6.1x 5.4x 30.3x 71.8x

Blackbaud Inc. BLKB 3,210 2,816 91.8% 32.7% 113.6% 13.0% 15.0% 16.4% 5.0x 4.4x 4.0x 21.2x 109.8x

NIC Inc. EGOV 1,101 1,199 86.3% 3.1% (5.7%) 7.5% 6.9% 25.5% 3.8x 3.5x 3.3x 14.2x 28.6x

2U, Inc. TWOU 855 1,039 56.9% (11.4%) NA 36.2% 33.0% NM 5.7x 4.3x 3.3x NM NM

Instructure, Inc. INST 400 491 75.9% NA NA 65.0% 47.4% NM 5.5x 3.7x 2.6x NM NM

K12, Inc. LRN 248 385 56.1% (37.6%) (58.3%) (2.7%) (10.1%) 5.3% 0.3x 0.3x NM 2.8x NM

Median $1,101 $1,199 75.9% 4.6% 113.6% 13.0% 15.1% 21.8% 5.0x 4.2x 3.5x 19.5x 60.4x

LARGE-CAP SAAS (Market Cap > $2Bn)

salesforce.com, inc. CRM $50,248 $49,533 89.1% 11.7% 68.4% 24.1% 21.8% 7.0% 7.5x 6.2x 5.2x 43.1x NM

Workday, Inc. WDAY $13,522 $14,984 82.1% (7.9%) 25.4% 47.5% 33.2% NM 11.6x 8.7x 6.7x NM NM

Serv iceNow, Inc. NOW $9,510 $9,837 67.0% (19.1%) 73.7% 47.3% 35.3% NM 9.5x 7.0x 5.4x NM NM

athenahealth, Inc. ATHN $5,563 $5,406 81.4% 16.8% 45.6% 22.9% 19.8% 6.6% 6.0x 5.0x 4.2x 31.1x NM

NetSuite Inc. N $5,397 $5,478 66.8% (24.7%) (13.2%) 33.2% 29.8% NM 7.3x 5.6x 4.4x NM NM

The Ultimate Software Group, Inc. ULTI $5,470 $5,582 89.5% 15.9% 88.5% 22.2% 24.9% 10.3% 8.9x 7.1x 5.9x 36.8x 245.9x

Atlassian Corporation Plc TEAM $4,660 $5,342 79.9% NA NA NA NA 4.1% 12.8x 9.2x 7.0x NM NM

Guidewire Software, Inc. GWRE $3,335 $3,926 84.1% 3.8% 44.5% 7.1% 8.8% 5.4% 8.4x 7.7x 6.7x 46.2x NM

Veev a Systems Inc. VEEV $3,013 $3,359 85.3% 0.2% NA 30.6% 25.1% 21.6% 7.4x 5.9x 4.8x 26.0x 61.7x

Proofpoint, Inc. PFPT $2,153 $2,214 71.3% (6.8%) 221.1% 35.7% 31.1% NM 8.1x 6.2x 4.8x NM NM

Medidata Solutions, Inc. MDSO $2,163 $2,180 63.1% (20.3%) 37.1% 17.1% 17.3% 10.2% 5.5x 4.7x 3.9x 23.7x 165.6x

Median $5,397 $5,406 81.4% (3.3%) 45.6% 27.4% 25.0% 7.0% 8.1x 6.2x 5.2x 34.0x 165.6x

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

IT Operations

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM &

Engineering

SCM & Logistics

Energy

Financial

HCIT

Public Sector /

Non-Profit

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TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

SMALL-CAP SAAS (Market Cap < $2Bn)

Paycom Software, Inc. PAYC $2,079 $2,103 76.8% 12.4% NA 48.8% 38.4% 18.7% 9.3x 6.7x 5.2x 43.3x 100.4x

Zendesk, Inc. ZEN $1,649 $1,894 74.2% (7.3%) NA 64.3% 42.4% NM 7.9x 5.5x 4.2x NM NM

Cornerstone OnDemand, Inc. CSOD $1,784 $1,796 80.5% 17.8% (2.1%) 28.9% 26.2% NM 5.3x 4.1x 3.4x NM NM

RealPage, Inc. RP $1,649 $1,640 86.9% 4.7% 2.3% 15.8% 22.3% 11.3% 3.5x 2.9x 2.5x 18.3x NM

HubSpot, Inc. HUBS $1,410 $1,514 72.6% 10.0% NA 57.0% 37.8% NM 7.8x 5.6x 4.3x NM NM

Fleetmatics Group PLC FLTX $1,426 $1,575 64.8% (8.2%) 70.0% 23.0% 20.9% 24.0% 5.0x 4.1x 3.5x 15.5x 40.6x

Xero Limited. XRO $1,294 $1,450 63.0% (39.3%) 15.9% 74.8% 70.5% NM 12.0x 6.4x 4.5x NM NM

Demandware, Inc. DWRE $1,278 $1,475 51.5% (33.3%) 54.4% 47.8% 27.0% NM 5.4x 4.2x 3.3x NM NM

Ebix Inc. EBIX $1,521 $1,372 97.5% 36.6% 154.5% 23.9% 6.0% 36.8% 5.7x 5.4x 4.4x 15.7x 17.3x

LogMeIn, Inc. LOGM $1,118 $1,267 66.9% (9.9%) 172.8% 22.4% 19.7% 12.8% 4.1x 3.4x 3.0x 16.4x 87.0x

CyberArk Software, Ltd. CYBR $1,182 $1,420 55.8% (23.1%) NA 56.1% 28.8% 21.8% 7.3x 5.7x 4.7x 30.5x 55.1x

RingCentral, Inc. RNG $1,016 $1,134 61.4% 2.6% NA 34.7% 19.0% NM 3.4x 2.9x 2.4x NM NM

Alarm.Com Holdings, Inc. ALRM $960 $1,082 97.9% NA NA 24.8% 14.0% 14.4% 4.6x 4.0x 3.5x 34.5x 91.9x

Benefitfocus, Inc. BNFT $951 $974 70.2% (7.0%) NA 34.7% 26.5% NM 5.1x 4.1x 3.3x NM NM

Cv ent, Inc. CVT $754 $900 57.4% (23.0%) NA 32.0% 22.5% 0.5% 4.0x 3.3x 2.7x 32.6x NM

Qualys, Inc. QLYS $693 $871 45.6% (46.2%) 108.1% 23.0% 20.1% 23.8% 4.2x 3.5x 2.9x 12.8x 54.9x

Q2 Holdings, Inc. QTWO $826 $937 79.0% 13.1% NA 37.6% 34.1% NM 7.6x 5.7x 4.4x NM NM

Marketo, Inc. MKTO $769 $869 57.6% (22.5%) NA 40.0% 30.0% NM 3.7x 2.8x 2.2x NM NM

Callidus Software Inc. CALD $841 $939 77.1% 34.2% 271.5% 26.7% 22.6% 0.2% 4.9x 4.0x 3.3x 46.4x NM

SPS Commerce, Inc. SPSC $594 $723 54.8% (35.5%) (1.2%) 23.9% 21.4% 10.5% 3.7x 3.1x 2.6x 27.2x 155.9x

inContact, Inc. SAAS $530 $552 76.9% (19.1%) 14.6% 29.2% 17.4% NM 2.4x 2.0x 1.7x NM NM

MINDBODY, Inc. MB $451 $529 72.5% NA NA 44.8% 33.0% NM 4.5x 3.3x 2.6x NM NM

IntraLinks Holdings, Inc. IL $479 $456 61.6% (23.5%) 27.1% 7.9% 8.6% 3.0% 1.7x 1.6x 1.5x 12.1x NM

Workiv a Inc. WK $424 $477 62.0% (17.2%) NA 28.9% 23.0% NM 2.9x 2.4x 2.0x NM NM

Textura Corporation TXTR $409 $488 59.7% (30.7%) NA 37.7% 24.4% NM 4.7x 3.8x 3.1x NM NM

Instructure, Inc. INST $400 $491 75.9% NA NA 65.0% 47.4% NM 5.5x 3.7x 2.6x NM NM

Fiv e9, Inc. FIVN $444 $456 90.3% 62.5% NA 25.0% 16.5% NM 3.4x 3.0x 2.5x NM NM

AppFolio, Inc. APPF $389 $411 61.4% NA NA 57.3% 36.7% NM 5.2x 3.8x 2.9x NM NM

SciQuest, Inc. SQI $244 $387 83.8% (14.6%) (42.3%) 3.4% 4.7% 7.7% 2.3x 2.2x 2.0x 12.4x 207.6x

OPOWER, Inc. OPWR $302 $362 52.5% (33.5%) NA 15.8% 8.3% NM 2.0x 1.9x 1.7x NM NM

Castlight Health, Inc. CSLT $201 $322 32.1% (55.6%) NA 65.1% 33.5% NM 2.7x 2.0x 1.5x NM NM

Model N, Inc. MODN $221 $291 84.8% (11.2%) (46.4%) 16.8% 14.3% NM 2.3x 2.0x 1.6x NM NM

Bazaarv oice, Inc. BV $204 $256 48.0% (45.7%) (56.3%) 6.1% 3.6% NM 1.0x 1.0x 0.9x NM NM

Xactly Corporation XTLY $170 $202 64.2% NA NA 24.3% 24.8% NM 2.2x 1.8x 1.4x NM NM

Amber Road, Inc. AMBR $148 $142 55.8% (40.2%) NA 3.5% 9.5% NM 2.2x 2.0x 1.8x NM NM

Median $754 $871 64.8% (15.9%) 15.9% 28.9% 22.6% 12.8% 4.2x 3.4x 2.7x 18.3x 87.0x

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

IT Operations

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM &

Engineering

SCM & Logistics

Energy

Financial

HCIT

Public Sector /

Non-Profit

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PAGE | 24

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

DATA & ANALYTICS

Splunk, Inc. SPLK $5,468 $6,477 63.7% (15.4%) 22.3% 48.3% 32.0% NM 8.2x 6.2x 4.8x NM NM

Teradata Corporation TDC 3,324 3,383 56.7% (40.4%) (54.0%) (7.4%) (9.3%) 14.9% 1.3x 1.4x 1.5x 5.7x NM

Tableau Software, Inc. DATA 2,615 3,411 34.9% (49.6%) NA 58.4% 28.5% NM 4.0x 3.1x 2.4x NM NM

Inov alon Holdings, Inc. INOV 2,363 2,810 62.7% (36.2%) NA 20.9% 17.6% 32.1% 5.4x 4.6x 3.9x 15.4x 42.5x

Qlik Technologies, Inc. QLIK 2,390 2,710 67.4% (7.4%) 14.9% 10.0% 14.2% 0.6% 3.9x 3.4x 3.0x 41.0x NM

Verint Systems Inc. VRNT 2,416 2,078 50.2% (46.4%) (7.0%) 0.2% (0.5%) 12.3% 2.1x 2.1x 2.0x 8.5x 117.8x

MicroStrategy Inc. MSTR 1,564 2,050 79.4% 6.2% 74.4% (8.6%) 5.3% 28.0% 3.0x 2.8x 2.6x 10.0x 19.3x

Pegasystems Inc. PEGA 1,717 1,936 84.0% 17.5% 81.4% 15.7% 14.3% 12.9% 2.5x 2.2x 2.0x 15.4x 53.3x

Hortonworks, Inc. HDP 522 617 39.1% (53.2%) NA 164.8% 54.4% NM 4.3x 2.8x 1.9x NM NM

PROS Holdings, Inc. PRO 310 357 43.3% (52.5%) (56.5%) (9.5%) (10.0%) NM 1.8x 2.0x 1.9x NM NM

Median $2,377 $2,394 59.7% (38.3%) 14.9% 12.9% 14.2% 13.9% 3.4x 2.8x 2.2x 12.7x 47.9x

IT OPERATIONS MANAGEMENT

VMware, Inc. VMW $16,153 $22,158 56.0% (36.3%) (33.0%) 10.1% 3.4% 26.7% 2.4x 2.3x 2.2x 6.8x 22.2x

Red Hat, Inc. RHT 13,122 13,607 88.2% (1.2%) 54.2% 14.7% 16.7% 17.7% 6.4x 5.7x 5.0x 25.2x 68.3x

CA, Inc. CA 12,582 12,832 94.5% (4.2%) 23.9% (6.6%) (6.1%) 30.5% 3.1x 3.1x 3.1x 8.3x 16.9x

Citrix Systems, Inc. CTXS 12,553 12,100 93.4% 25.0% 10.0% 4.2% 1.4% 25.9% 3.8x 3.8x 3.7x 12.1x 37.9x

Serv iceNow, Inc. NOW 9,510 9,837 67.0% (19.1%) 73.7% 47.3% 35.3% NM 9.5x 7.0x 5.4x NM NM

F5 Networks, Inc. FFIV 5,630 6,422 78.3% (7.4%) 20.4% 8.8% 4.6% 30.5% 2.9x 2.8x 2.6x 7.3x 17.6x

Micro Focus International plc LSE:MCRO 6,525 5,169 96.8% 31.2% 85.6% 183.7% 47.6% 37.4% 5.3x 5.1x 5.0x 13.3x 37.3x

Arista Networks, Inc. ANET 3,663 4,308 71.3% (9.4%) NA 43.4% 27.4% 19.5% 4.4x 3.4x 2.9x 15.2x 35.6x

Software AG XTRA:SOW 2,794 2,777 98.0% 46.7% 0.9% 1.8% 1.3% 29.8% 2.8x 2.8x 2.7x 9.7x 18.3x

NetScout Systems, Inc. NTCT 2,156 2,264 50.5% (46.9%) (4.4%) 76.6% 118.5% 12.0% 2.7x 1.8x 1.6x 8.4x NM

Pegasystems Inc. PEGA 1,717 1,936 84.0% 17.5% 81.4% 15.7% 14.3% 12.9% 2.5x 2.2x 2.0x 15.4x 53.3x

New Relic, Inc. NEWR 1,101 1,292 65.0% (20.0%) NA 67.5% 62.6% NM 6.8x 4.9x 3.7x NM NM

Progress Software Corporation PRGS 1,104 1,215 78.9% (10.6%) 8.0% 13.6% 0.5% 22.2% 2.9x 2.7x 2.6x 8.3x NM

Infoblox Inc. BLOX 662 989 61.0% (27.6%) (19.4%) 33.0% 22.9% 0.6% 1.9x 1.7x 1.4x 12.9x NM

Radware Ltd. RDWR 405 536 47.5% (42.8%) (36.5%) (2.4%) (0.8%) 12.7% 1.9x 1.9x 1.7x 9.5x 28.9x

Median $3,663 $4,308 78.3% (9.4%) 10.0% 14.7% 14.3% 22.2% 2.9x 2.8x 2.7x 9.7x 32.2x

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

IT Operations

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM &

Engineering

SCM & Logistics

Energy

Financial

HCIT

Public Sector /

Non-Profit

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PAGE | 25

TECHNOLOGY, MEDIA, & TELECOM

QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

APPENDIX: SOFTWARE SECTOR PUBLIC COMPANY METRICS (CONT’D)

DATA STORAGE

Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price /

Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 2016E Rev. 2017E Rev. LTM EBITDA Earnings

EMC Corporation EMC $50,967 $51,889 92.6% 4.6% 13.1% 1.1% 0.8% 19.7% 2.1x 2.0x 2.0x 7.7x 26.1x

NetApp, Inc. NTAP 4,445 7,978 73.6% (22.6%) (19.9%) (8.4%) (9.0%) 10.7% 0.8x 0.8x 0.8x 4.3x 21.5x

Iron Mountain Incorporated IRM 11,909 7,172 88.1% (6.6%) (5.9%) (3.5%) 3.8% 29.7% 6.5x 3.9x 3.8x 13.0x 58.2x

Brocade Communications Systems, Inc. BRCD 3,645 4,239 82.1% (10.0%) 86.9% 1.7% 1.4% 25.0% 1.6x 1.6x 1.6x 5.5x 12.2x

CommVault Systems, Inc. CVLT 1,549 1,950 90.3% (0.7%) (46.6%) (4.5%) (2.5%) 1.4% 2.6x 2.5x 2.3x 23.0x NM

Box, Inc. BOX 1,343 1,484 59.5% (34.3%) NA 39.9% 29.9% NM 4.4x 3.4x 2.7x NM NM

Barracuda Networks, Inc. CUDA 668 818 32.9% (60.1%) NA 16.2% 14.3% 1.1% 2.2x 2.0x 1.8x 9.2x NM

Nimble Storage, Inc. NMBL 399 611 24.4% (65.0%) NA 41.5% 20.5% NM 1.2x 1.0x 0.8x NM NM

Carbonite, Inc. CARB 150 215 62.1% (44.0%) (26.2%) 11.4% 30.5% NM 1.1x 0.8x 0.8x NM NM

Median $1,549 $1,950 73.6% (22.6%) (12.9%) 1.7% 3.8% 15.2% 2.1x 2.0x 1.8x 8.5x 23.8x

IT SECURITY

Cisco Systems, Inc. CSCO $107,495 $143,264 95.2% 4.5% 36.7% 3.1% (0.3%) 28.8% 2.2x 2.2x 2.1x 7.6x 13.9x

Check Point Software Technologies Ltd. CHKP 14,535 15,819 98.8% 6.8% 89.2% 9.0% 8.0% 52.3% 8.9x 8.3x 7.7x 15.6x 23.1x

Palo Alto Networks, Inc. PANW 13,950 14,417 81.3% 15.3% 194.8% 55.6% 46.6% NM 12.1x 8.9x 6.9x NM NM

Symantec Corporation SYMC 11,459 11,988 70.3% (21.2%) (24.9%) 32.0% (29.2%) 31.5% 1.9x 3.2x 3.1x 6.5x 19.4x

VeriSign, Inc. VRSN 9,647 9,692 94.3% 33.0% 87.2% 4.9% 4.6% 63.0% 9.1x 8.5x 8.3x 13.5x 25.8x

Gemalto NV GTO 6,908 6,519 76.1% (9.3%) (15.5%) 26.6% 5.3% 14.9% 1.9x 1.8x 1.7x 11.2x 44.8x

Trend Micro Inc. TSE: 4704 3,708 5,005 75.6% 11.0% 28.5% 7.9% 11.4% 31.6% 3.2x 2.9x 2.7x 9.8x 28.1x

Fortinet Inc. FTNT 4,365 5,256 60.9% (10.1%) 33.3% 31.0% 24.2% 5.5% 4.3x 3.5x 2.9x 26.8x NM

FireEye, Inc. FEYE 2,522 2,985 32.5% (52.8%) NA 46.4% 33.0% NM 4.0x 3.0x 2.4x NM NM

Cheetah Mobile Inc. CMCM 2,085 2,325 44.6% (6.5%) NA 108.9% 59.4% 9.1% 3.7x 2.3x 1.6x 23.7x 85.5x

Proofpoint, Inc. PFPT 2,153 2,214 71.3% (6.8%) 221.1% 35.7% 31.1% NM 8.1x 6.2x 4.8x NM NM

Imperv a Inc. IMPV 1,364 1,629 64.8% 22.0% 32.8% 42.9% 30.3% NM 5.8x 4.5x 3.6x NM NM

CyberArk Software, Ltd. CYBR 1,182 1,420 55.8% (23.1%) NA 56.1% 28.8% 21.8% 7.3x 5.7x 4.7x 30.5x 55.1x

AVG Technologies N.V. AVG 1,202 1,086 71.2% (4.0%) 48.4% 14.5% 4.0% 29.0% 2.8x 2.7x 2.5x 7.8x 22.2x

Qualys, Inc. QLYS 693 871 45.6% (46.2%) 108.1% 23.0% 20.1% 23.8% 4.2x 3.5x 2.9x 12.8x 54.9x

Rapid7, Inc. RPD 457 544 47.6% NA NA 43.8% 35.3% NM 4.1x 3.1x 2.4x NM NM

Mimecast Limited MIME 429 526 87.7% NA NA NA NA 10.1% 3.2x 2.7x 2.2x NM 221.7x

Varonis Systems, Inc. VRNS 371 477 61.0% (26.1%) NA 25.5% 21.7% NM 2.9x 2.4x 2.0x NM NM

Median $2,338 $2,655 70.7% (6.7%) 42.6% 31.0% 21.7% 26.3% 4.1x 3.1x 2.8x 12.8x 28.1x

Large-Cap

SaaS

Small-Cap

SaaS

Data &

Analytics

IT Operations

Data Storage

IT Security

Software

Bellwethers

Communication

Enterprise

HCM

Marketing

PLM &

Engineering

SCM & Logistics

Energy

Financial

HCIT

Public Sector /

Non-Profit

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PAGE | 27

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QUARTERLY SOFTWARE SECTOR REVIEW │ 1Q 2016

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