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Median Ltm Ebitda Multiples – Saas & Cloud 130 SAAS & CLOUD M&A AND VALUATION UPDATE Q3 2017 BOSTON CHICAGO LONDON LOS ANGELES NEW YORK ORANGE COUNTY PHILADELPHIA SAN DIEGO SILICON VALLEY TAMPA CONTENTS Section Page Introduction ▪ Research Coverage: SaaS & Cloud 3 ▪ Key Takeaways 4-5 M&A Activity & Multiples ▪ M&A Dollar Volume 7 ▪ M&A Transaction Volume 8-10 ▪ LTM Revenue Multiples 11-12 ▪ Revenue Multiples by Segment 13 ▪ Highest Revenue Multiple Transaction for LTM 14 ▪ Notable M&A Transactions 15 ▪ Most Active Buyers 16-17 Public Company Valuation & Operating Metrics ▪ SaaS & Cloud 130 Public Company Universe 19-20 ▪ Recent IPOs 21-32 ▪ Stock Price Performance 33 ▪ LTM Revenue, EBITDA & P/E Multiples 34-36 ▪ Revenue, EBITDA & EPS Growth 37-39 ▪ Margin Analysis 40-41 ▪ Best / Worst Performers 42-43 Notable Transaction Profiles 44-53 Public Company Trading & Operating Metrics 54-61 Technology & Telecom Team 62 1 INTRODUCTION RESEARCH COVERAGE: SAAS & CLOUD Capstone’s Technology & Telecom Group focuses its research efforts on the follow market segments: ENTERPRISE SAAS & MOBILE & WIRELESS CONSUMER INTERNET CLOUD • Analytics / Business Intelligence • Cloud & IT Infrastructure • Cloud Computing / Storage • Communication & Collaboration • Content Creation & Management • CRM & Customer Services • ERP, Supply Chain & Commerce CONSUMER IT & E-COMMERCE • Finance & Administration TELECOM HARDWARE • Human Resources • Marketing & Advertising • Software Conglomerates • Vertical Markets 3 KEY TAKEAWAYS – M&A ACTIVITY & MULTIPLES LTM M&A dollar volume decreased significantly to $60.9B despite Private Company M&A dollar volume increasing » 2016 M&A dollar volume was buoyed by the Microsoft/Linkedin ($29B) and Quintiles/IMS Health ($14B) deals » Q2’17 M&A dollar volume of $9.1B represents a 22.7% decrease from Q1 ‘17 LTM transaction volume reached 1,040 deals as strong deal flow continues » Q2’17 saw 269 deals, up from 259 deals in the prior quarter LTM transaction volume for private targets reached 1,012 deals, slightly below the 2015 peak of 1,015 deals LTM public transaction volume increased to 28 deals, its highest level in recent years Median LTM revenue multiple paid for private companies remained consistent with 2016 at 3.8x Median LTM revenue multiple paid for public companies came in at 2.3x, reaching a five-year low Notable M&A transactions in Q2’17 ▪ Siris Capital / Synchronoss Technologies ($986M) ▪ Vista Equity Partners / Xactly ($533M) ▪ TBG Treuland / Telvent DTN ($900M) ▪ Procera / Sandvine ($426M) ▪ Oracle / Moat ($850M(1)) ▪ Sonus / Genband ($412M) ▪ Cisco / Viptela ($610M) ▪ Aurea Software (Wave Systems) / Jive ($344M) ▪ IAC (HomeAdvisor) / Angie’s List ($574M) ▪ Marlin Equity Partners / Tangoe ($305M) The most active buyers included Vista Equity Partners, j2 Global, IBM, Microsoft, Oracle, Alphabet, Salesforce, and Cisco (sorted by most active) Capstone expects robust M&A activity and attractive exit valuations to continue in the SaaS & Cloud segment in the near term » In the longer term, there is increasing risk that a market correction could negatively impact activity levels and valuation multiples (1) Deal value is inclusive of a $250M earn-out 4 KEY TAKEAWAYS – PUBLIC COMPANY METRICS 11 companies went public during Q2’17, 6 of which were added to the SaaS & Cloud 130 » All but one opened above their offer price but post-IPO performance has been mixed with 5 of the six ending the quarter below their opening price Q2’17 SaaS & Cloud 130 saw a median increase of 11.3% while the NASDAQ posted a gain of 3.9% » The Q2’17 SaaS & Cloud 130 continued to perform strongly as companies reported strong results » The SaaS & Cloud 130 gained 25.8% in the LTM period, underperforming against the NASDAQ’s increase of 26.8% Median LTM revenue multiple jumped to 5.7x in Q2’17 from 5.1x in Q1’17, representing a five-year high » Only 2 segments in the SaaS & Cloud 130 traded below a median revenue multiple of 5.0x Median LTM EBITDA multiple came in at 21.8x, reaching a five-year high Strong stock performances in Q2’17 increased the median LTM P/E multiple to 40.1x compared to 35.8x in Q1’17, representing a five-year high Median revenue growth rate decreased to 21.7% after several years of increasing growth » Revenue growth is expected to slow slightly to a median of 20.7% over the next twelve months Median EBITDA growth rate decreased to 20.1% in LTM 6/30/17, however additional growth expected for NTM as many companies reap the benefits of increased scale driving higher profits Median EPS growth rate increased to 27.7%, representing a five-year high as companies continue to post strong earnings Median gross margins have remained relatively constant for the past five years, increasing slightly in LTM 6/30/17 to 68.5%, representing a five-year high » ERP, Supply Chain & Commerce, commanded the highest gross margin at 76.1% as most of their expenses are operational Median EBITDA margin increased to 14.4% in Q2’17, reversing a five-year decline 5 M&A ACTIVITY & MULTIPLES LTM M&A DOLLAR VOLUME LTM M&A dollar volume decreased significantly to $60.9B despite Private Company M&A dollar volume increasing » 2016 M&A dollar volume was driven by the Microsoft/Linkedin ($29B) and Quintiles/IMS Health ($14B) deals » LTM M&A dollar volume dropped due to the lack of megamergers in 2017 Q2’17 M&A dollar volume of $9.1B represents a 22.7% decrease from Q1 ‘17 $120,000 $100,000 $80,000 $81,327 $60,000 $29,763 $40,000 $28,619 TotalTransaction Value $20,136 $24,028 $20,849 $20,000 $27,900 $27,814 $31,095 $26,208 $22,968 $24,298 $0 2012 2013 2014 2015 2016 LTM Total Private $ Total Public $ 7 LTM M&A TRANSACTION VOLUME BY SEGMENT LTM transaction volume reached 1,040 deals as strong deal flow continues » Q2’17 saw 269 deals, up from 259 deals in the prior quarter Vertical Market is by far the largest segment by deal count, representing 40% of LTM transaction volume, though Cloud & IT infrastructure saw over 150 deals LTM 1200 1000 422 420 800 413 295 600 232 112 90 224 98 95 38 57 60 23 62 26 Transactions 400 80 52 14 57 21 66 19 52 59 47 40 42 41 25 27 37 23 40 47 37 55 40 57 43 26 54 55 17 36 55 200 50 37 31 22 32 44 42 25 82 137 125 151 98 101 117 39 77 66 0 52 49 2012 2013 2014 2015 2016 LTM Analytics / Business Intelligence Cloud & IT Infrastructure Cloud Computing / Storage Communication & Collaboration Content Creation & Management CRM & Customer Service ERP, Supply Chain & Commerce Finance & Administration Human Resources Marketing & Advertising Vertical Market 8 LTM M&A TRANSACTION VOLUME BY DEAL SIZE – PRIVATE TARGETS Private Company M&A activity and valuations continue to grow LTM transaction volume for private targets reached 1,012 deals, slightly below the 2015 peak of 1,015 deals Median transaction size for private targets increased slightly to $40M, equaling the five-year high set in 2015 100% 5 2 5 4 6 8 11 14 3 10 13 13 90% 10 12 7 16 17 11 15 80% 23 27 22 36 23 27 70% 14 16 30 60% 20 17 18 26 23 50% 18 39 28 24 40% 19 33 49 24 30% 40 20% 80 52 46 44 10% 42 42 0% 2012 2013 2014 2015 2016 LTM Total Deals 679 642 865 1015 972 1012 Deals w/ Value 212 164 182 199 158 169 Median ($M) $18 $25 $25 $40 $35 $40 $0-10M $10-25M $25-50M $50-100M $100-250M $250-500M $500M-1B $1B+ 9 LTM M&A TRANSACTION VOLUME BY DEAL SIZE – PUBLIC TARGETS LTM public transaction volume increased to 28 deals, its highest level in recent years » LTM Median deal size decreased substantially to $409M as there was only one $1B+ in Q2’17 compared to the 7 $1B+ deals in Q2’16 » Median deal size increased to $144M in Q2’17 compared to $105M in Q1’17 Q2’17 public transaction volume increased to 11 compared to 4 in Q1’17 100% 90% 6 7 7 8 80% 5 14 70% 4 1 4 5 60% 4 4 1 50% 4 2 2 40% 3 2 1 4 1 1 6 7 30% 1 2 2 2 20% 1 4 2 1 5 10% 6 4 2 2 1 1 0% 1 1 1 2012 2013 2014 2015 2016 LTM Total Deals 26 23 12 27 26 28 Median ($M) $329 $265 $706 $274 $1,536 $409 $0-10M $10-25M $25-50M $50-100M $100-250M $250-500M $500M-1B $1B+ 10 MEDIAN LTM REVENUE MULTIPLES – PRIVATE TARGETS Median LTM revenue multiple paid for private companies remained consistent with 2016 at 3.8x Q2’17 private target median revenue multiple decreased to 3.5x compared to 4.9x in Q1’17 The gap between the 25th and 75th percentile median LTM revenue multiple paid for private companies widened from 2.7x and 7.1x in 2016 to 2.2x and 7.3x in the LTM period 4.5x 4.0x 3.9x 3.8x 3.8x 3.8x 3.6x 3.5x 3.0x 2.8x 2.5x 2.0x 1.5x Median Revenue Multiple Median Revenue 1.0x 0.5x 0.0x 2012 2013 2014 2015 2016 LTM 25th % 1.4x 2.4x 2.2x 1.9x 2.7x 2.2x 75th % 4.3x 6.0x 6.0x 6.0x 7.1x 7.3x 11 MEDIAN LTM REVENUE MULTIPLES – PUBLIC TARGETS Median LTM revenue multiple paid for public companies came in at 2.3x, reaching a five-year low Q2’17 revenue multiple paid for public companies of 1.6x is well below the LTM median and the lowest multiple during the LTM period » Q2’17 saw a total of 11 deals, more than the last two quarters combined, however many deals were take-private deals as companies struggled to maintain growth, resulting in a lower median multiple of 1.3x for Q2’17 4.0x 3.5x 3.6x 3.5x 3.2x 3.2x 3.2x 2.9x 2.9x 3.0x 2.8x 2.6x 2.4x 2.5x 2.5x 2.3x 2.0x 1.5x 1.0x Median Revenue Multiple Median Revenue 0.5x 0.0x 2012 2013 2014 2015 2016 LTM 25th % 1.0x 1.3x 2.2x 0.8x 2.5x 1.1x 75th % 3.4x 4.6x 5.8x 4.5x 6.8x 3.6x All Deals $100M+ Deals 12 MEDIAN LTM REVENUE MULTIPLES BY SEGMENT – LAST 5 YEARS Median LTM revenue multiples across SaaS segments for deals in the past five years ranged from 1.7x to 4.9x » Finance & Administration achieved the highest median multiple of 4.9x, led by SAP’s acquisition of Concur Technologies and Oracle’s acquisition of NetSuite, which had revenue multiples of 12.4x and 10.3x, respectively » Cloud & IT Infrastructure achieved a median multiple of 4.7x as these companies are often acquired earlier in their revenue curve at strong multiples » More commoditized segments like Communication & Collaboration typically garner lower multiples 6.0x 4.9x 5.0x 4.7x 4.0x 4.0x 3.4x 3.3x 3.1x 3.0x 2.7x 2.5x 2.3x 2.3x 2.0x 1.7x 1.0x Median Revenue Multiple MedianRevenue 0.0x 13 HIGHEST REVENUE MULTIPLE TRANSACTIONS FOR LTM LTM Multiple Premium Enterprise Ann.
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