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The Software Industry Financial Report Software Equity Group, L.L.C. 12220 El Camino Real Suite 320 San Diego, CA 92130 [email protected] (858) 509-2800 Unmatched Expertise. Extraordinary Results Overview Deal Team Software Equity Group is an investment bank and M&A advisory firm serving the software and technology sectors. Founded in 1992, our firm has guided and advised companies on five continents, including Ken Bender privately-held software and technology companies in the United States, Canada, Europe, Asia Pacific, Managing Director Africa and Israel. We have represented public companies listed on the NASDAQ, NYSE, American, (858) 509-2800 ext. 222 Toronto, London and Euronext exchanges. Software Equity Group also advises several of the world's [email protected] leading private equity firms. We are ranked among the top ten investment banks worldwide for application software mergers and acquisitions. R. Allen Cinzori Managing Director Services (858) 509-2800 ext. 226 [email protected] Our value proposition is unique and compelling. We are skilled and accomplished investment bankers with extraordinary software, internet and technology domain expertise. Our industry knowledge and experience span virtually every software product category, technology, market and delivery model. We Dennis Clerke have profound understanding of software company finances, operations and valuation. We monitor and Executive Vice President analyze every publicly disclosed software M&A transaction, as well as the market, economy and (858) 509-2800 ext. 233 technology trends that impact these deals. We offer a full complement of M&A execution to our clients [email protected] worldwide. Our capabilities include:. Brad Weekes Sell-Side Advisory Services – leveraging our extensive industry contacts, skilled professionals and Vice President proven methodology, our practice is focused, primarily on guiding our client s wisely toward the (858) 509-2800 ext. 239 achievement of their exit objectives. [email protected] Buy-Side Advisory Services – utilizing a proven buy-side methodology, we help our clients acquire strategically, assess insightfully, value intelligently and structure transactions to better assure their desired outcome. Kris Beible Director, Business Development Management Buyouts & Recapitalization – assisting founders and owners of software and (858) 509-2800 ext. 227 technology comp anies to gain full or ppqyygpartial liquidity by facilitating capital investments b ypqyy private equity [email protected] firms and other financial institutions. Private Equity & Debt Placement – facilitating private companies with leading institutional investors for financings that range from $5 million to $500 million. 12220 El Camino Real, Suite 320 Mentoring Program – providing guidance to software companies contemplating an exit to ensure San Diego, CA 92130 (858) 509-2800 (P) they’re doing everything now to better their odds and enhance their future exit valuation ahead. (858) 509-2818 (F) www.softwareequity.com Transactions We’ve enjoyed serving our software clients for 20 years and have highlighted a small subset of companies we’ve assisted: Complimentary Executive Webcast Software Industry Dollars, Deals and Drivers How Public Software/SaaS and Internet Companies Performed in 2011 M&A Deals, Drivers and Trends Knowing When to Leave: Intelligent Exit Timing Please join us Wednesday, February 22nd at 1:00pm Eastern, for an extraordinary executive webcast. Software Equity Group’s 2012 Software Industry Buyers Survey polled corporate development executives of the 200 largest software companies about their M&A plans, priorities, budgets and thinking for the year ahead. Learn what we learned. We’ll also recap the software industry’s financial performance in 2011 and look deeply and insightfully at 2011’s Software, SaaS and Internet M&A exit valuations, deal volumes and trends. We’ll forecast the year ahead. And we’ll share some provocative thinking and convincing data about what really drives exit valuations and how to intelligently prepare for and time an optimum software exit. • Our 2012 Buyer Survey – We polled over 200 corporate development executives at the largest software companies about their M&A plan, budgets and thinking for the year ahead • Mergers & Acquisitions (2011 Explained, 2012 Forecasted) • Software/SaaS/Internet Public Company Performance: The Financial State of the Software Industry • Optimum Exit Timing: We’ve spent three years studying, documenting and analyzing software deal volumes and exit multiples and we have insights to share • Lions and Tigers and Bears: Due Diligence and Software M&A Contract Terms in 2012 Join us on Wednesday, February 22nd at 1:00 p.m.- 2:15 p.m. Eastern Time, as featured speaker Ken Bender, Founder and Managing Director of Software Equity Group, is joined by Eric Wechselblatt, Partner of Holland & Knight, to provide an in-depth look at the software industry’s Dollars, Deals and Drivers in 2011 and what lies ahead in 2012. About Software Equity Group Software Equity Group is an investment bank and M&A advisory serving the software and technology sectors. Founded in 1992, our firm has counseled, represented and guided some 2,000 public private software companies on five continents and has been ranked the #1 boutique investment bank in application software mergers and acquisitions. SEG has advised public companies listed on the NASDAQ, NYSE, American, Toronto, London and Euronext exchanges, and several of the world’s largest private equity firms. SEG’s research reports are distributed to an opt-in list of 47,500 software entrepreneurs, C level execs, private equity investors and venture capital partners in 76 countries around the globe. About Holland & Knight Holland & Knight is a global law firm with more than 1,000 lawyers and other professionals in 17 U.S. offices, as well as Abu Dhabi, Beijing and Mexico City. Our lawyers provide representation in litigation, business, real estate and governmental law. Interdisciplinary practice groups and industry-based teams provide clients with access to attorneys throughout the firm, regardless of location. For additional information, please call 858-509-2800 or e-mail: [email protected]. Software Equity Group, L.L.C. 2012 Software Industry Financial Report Contents U.S. ECONOMY: SOFTWARE INDUSTRY MACROECONOMICS ........................................................................ 2 IT SPENDING ............................................................................................................................................................ 3 INTERNET RETAIL SPENDING AND ADVERTISING ............................................................................................ 4 PUBLIC SOFTWARE/SAAS/INTERNET COMPANY STOCK PERFORMANCE ................................................... 4 PUBLIC SOFTWARE/SAAS/INTERNET COMPANY MARKET VALUATION TOP PERFORMERS .................... 5 PUBLIC SOFTWARE COMPANY MARKET VALUATIONS: OVERALL ................................................................ 6 PUBLIC SOFTWARE COMPANY MARKET VALUATIONS: BY PRODUCT CATEGORY ................................... 7 PUBLIC SOFTWARE AS A SERVICE (SAAS) COMPANY MARKET VALUATIONS ........................................... 9 PUBLIC SOFTWARE AS A SERVICE (SAAS) COMPANY MARKET VALUATIONS: BY PRODUCT CATEGORY ............................................................................................................................................................ 10 PUBLIC INTERNET COMPANY MARKET VALUATIONS .................................................................................... 10 PUBLIC INTERNET COMPANY MARKET VALUATIONS: BY PRODUCT CATEGORY .................................... 12 PUBLIC SOFTWARE COMPANY FINANCIAL PERFORMANCE: OVERALL ..................................................... 12 PUBLIC SOFTWARE COMPANY FINANCIAL PERFORMANCE: BY PRODUCT CATEGORY ........................ 13 PUBLIC SOFTWARE AS A SERVICE (SAAS) FINANCIAL PERFORMANCE .................................................... 13 PUBLIC INTERNET COMPANY FINANCIAL PERFORMANCE ........................................................................... 14 PUBLIC INTERNET COMPANY FINANCIAL PERFORMANCE: BY PRODUCT CATEGORY ........................... 15 PUBLIC SOFTWARE, SAAS AND INTERNET FINANCIAL PERFORMANCE IN 2011: A RECAP .................... 15 INITIAL PUBLIC OFFERINGS ................................................................................................................................ 15 VENTURE CAPITAL INVESTMENT ....................................................................................................................... 18 THE BUYERS SPEAK: SOFTWARE EQUITY GROUP’S 2012 M&A SURVEY ................................................... 21 M&A DEAL VOLUME AND SPENDING: ALL INDUSTRY SECTORS ................................................................. 24 SOFTWARE/SAAS M&A DEAL VOLUME AND SPENDING ............................................................................... 25 IMPORTANT CHANGE IN SOFTWARE AND SAAS M&A DATA ACCOUNTING............................................... 26 SOFTWARE M&A DEAL CURRENCY ................................................................................................................... 26 SOFTWARE M&A VALUATIONS .......................................................................................................................... 27 SOFTWARE M&A VALUATIONS BY EQUITY STRUCTURE..............................................................................
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