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2006 Software Industry Equity Report Summary

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2006 Software Industry Equity Report Summary ABOUT OUR FIRM Software Equity Group is an investment bank and M&A advisory serving the software and technology sectors. Founded in 1992, our firm has advised and guided software companies and IT service providers in the United States, Canada, Europe, Asia Pacific, Africa and Israel. We represent successful private companies that seek to be acquired at a highly attractive valuation. We also provide buy-side M&A advisory services to major private equity firms and to public and private companies in search of strategic acquisitions. Our value proposition is unique and compelling. We are skilled and accomplished investment bankers with extraordinary software, internet and technology domain expertise. Our software industry experience spans virtually every technology, market and product category. We have profound understanding of software company finances, operations and valuation. We monitor and analyze every publicly disclosed software M&A transaction, as well as the market, economy and technology trends that impact these deals. We're formidable negotiators and savvy dealmakers who facilitate strategic combinations that enhance shareholder value. Perhaps most important, are the relationships we've built, and the industry reputation we enjoy. Software Equity Group is known and respected by publicly traded and privately owned software and technology companies worldwide, and we speak with them often. Our Quarterly and Annual Software Industry Equity Reports are read and relied upon by more than ten thousand industry executives, entrepreneurs and equity investors in twenty-six countries, and we have been quoted widely in such leading publications as Information Week, The Daily Deal, Barrons, U.S. News & World Report, Reuters, Mergers & Acquisitions, USA Today, Entrepreneur, Softletter, Software Success, Software CEO Online and Software Business Magazine. Software Equity Group’s senior bankers have keynoted and spoken at more than one hundred software industry conferences and seminars, including Software Business, SoftExpo, Culpepper, VAR Conference, and the Arizona, Colorado, Chicago, Southern California, Denver, San Diego, Washington State and Boulder Software Associations. Software Equity Group, LLC 12220 El Camino Real, Suite 320 San Diego, CA 92130 www.softwareequity.com p: (858) 509-2800 f: (858) 509-2818 2006 SOFTWARE INDUSTRY EQUITY REPORT SUMMARY Economy 2006 demonstrated unexpected resiliency in the U.S. economy and showed improved prospects for a soft landing. Gross Domestic Product (GDP), a key economic indicator and broadest measure of economic performance, is projected to grow at an annualized rate of 2.2% when final 2006 numbers are posted. Despite much publicized fears, U.S. technology job outsourcing to developing countries has declined steadily over the past five years. There were 131,181 tech sector job cuts during 2006, the lowest since 2000 according to Challenger, Gray & Christmas, Inc. Public Markets The software sector tracked the NASDAQ closely during most of 2006, but leveling off in 4Q06 for no discernable reason as the NASDAQ continued to climb. The median market value of the SEG Software Index, our composite index of publicly traded software companies, closed 2006 up 5.6% after reaching bottom (-11.8%) in July. Median trailing-twelve-month (TTM) revenue of SEG Software Index companies grew 9.3% from 1Q06 to 4Q06. Measured on a quarter-over-same-quarter basis, 4Q06 Software Index median revenue increased 13.8%, and median TTM EBITDA grew 13.1% over 4Q05. As for earning, from 1Q06 to Q406, the median TTM net income of SEG Software Index companies increased a modest 3.2%. In 4Q06, SaaS providers continued to outperform the balance of the software industry, reporting median revenue growth of 34.6% over the same quarter a year ago, markedly outpacing the overall software industry (+13.8%). Despite generally higher infrastructure costs and more deferred revenue than their perpetual license counterparts, the median EBITDA margin for SaaS Index companies was 4.1% greater than that of the SEG Software Index. Similarly, SaaS providers significantly outperformed the software industry in general on an enterprise value to revenue basis (4.5x vs. 2.2x) and enterprise value to EBITDA basis (29.8x vs. 14.6x). Initial Public Offerings & Venture Capital Thirteen of the year’s IPOs were software and/or internet related companies that together raised an aggregate $1.21 billion, a notable improvement over 2005’s 10 software and internet IPOs that generated a combined $872 million. Perhaps more impressively, these 13 newly public software/internet companies posted a healthy 58% year-end return, with only two posting year-end stock losses (Allot Communications and Corel). Corel posted the only negative first day return of any software IPO in 2006. Of $4.9 billion invested by VCs in the software sector, $175 million, or 4%, went to 61 startup/seed stage entities. While the absolute number is very small, it represents a 146% increase in the funding of start-ups over 2005. Early stage software companies found the going far more difficult, with VC investments declining for the third consecutive year in terms of both dollars invested ($592 million, -35%) and companies funded (169, -32%). Reflecting a continuing VC bias toward established companies with brand identity, customer loyalty and recurring revenue, expansion stage software companies attracted 38% of VC funds invested Copyright © 2006 Software Equity Group, L.L.C. in software ($1.9 billion), while later stage companies garnered $2.3 billion or 46% of the total. Analyzed from the perspective of Series A financings, $1.2 billion or 24% of the $4.9 billion invested in software companies went to entities raising their first round of professional capital. Mergers and Acquisitions 2006 established new benchmarks for domestic M&A activity across all industry sectors, beating the aggregate M&A purchase price and M&A deal volume records set in 1999 and 2000, respectively. 4Q06 chalked up 3,116 transactions, aggregating $471.7 billion, bringing the tally for domestic M&A activity across all industry sectors to a remarkable 11,701 transactions totaling $1.47 trillion. It wasn’t merely a national phenomenon. According to Dealogic, the total value of announced acquisitions worldwide reached $3.46 trillion for the year, beating 2000’s record of $3.33 trillion. Dow Jones estimates technology mergers and acquisitions worldwide were $215 billion in 2006. In North America, there were 1,726 mergers and acquisitions in the software and IT services sector, up slightly from 1,707 transactions in 2005. Although the sector remained a major contributor to overall domestic deal volume, software and IT services comprised a smaller percentage (14%) of total transactions in 2006 than in prior years. However, the modest increase in year-over-year software M&A transactions was overshadowed by an impressive 11% increase in aggregate software M&A spending. Software deals fetched $81.9 billion in 2006, compared to an aggregate of $73.8 billion in 2005. Software industry M&A valuations in 2006 presented few surprises. The median valuation of software industry M&A transactions (based on TTM revenue and the seller’s equity value) in 2006 was 2.5x, on par with 2005 (2.6x) and 2004 (2.4x). However, 4Q06 marked the first time since 3Q04 the median software M&A valuation dipped below 2.0x. Copyright © 2006 Software Equity Group, L.L.C. Software Equity Group, L.L.C. Contents U.S. Economy: Software Industry Macroeconomics.................................................................................2 Public Markets And Public Software & Internet Company Performance ................................................. 3 Public Software Company Performance ...................................................................................................... 3 Public Internet Company Performance ........................................................................................................ 6 Initial Public Offerings .................................................................................................................................. 8 Venture Capital and Private Equity.............................................................................................................. 9 Mergers and Acquisitions: The Numbers ................................................................................................. 12 Mergers and Acquisitions: Buyer Motives................................................................................................ 19 Product Enhancement ............................................................................................................................... 19 Market Expansion ...................................................................................................................................... 20 Vertical Markets ......................................................................................................................................... 20 Product Category Consolidation ................................................................................................................ 20 Investment Acquisitions ............................................................................................................................. 21 Appendix A: 2006 Mergers and Acquisitions, Select Public Seller Valuations...................................... 22 Appendix B: Mergers and Acquisitions, Most Active Buyers ................................................................
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