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Formatting Guide: Colors & Fonts SAAS & CLOUD M&A AND VALUATION UPDATE Q1 2016 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 125 Public Company Universe 19-20 . Recent IPOs 21 . Stock Price Performance 22 . LTM Revenue, EBITDA & P/E Multiples 23-25 . Revenue, EBITDA & EPS Growth 26-28 . Margin Analysis 29-30 . Best / Worst Performers 31-32 Notable Transaction Profiles 34-43 Public Company Trading & Operating Metrics 45-50 Technology & Telecom Team 52 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 continued to increase in Q1’16, representing a very healthy dollar volume of $59.3B, setting a new five-year high » Q1’16 saw $9.6B in M&A dollar volume, representing a 40% growth over the prior year quarter LTM transaction volume of 1,053 deals reached a new five-year high » Q1’16 saw 248 deals as strong deal momentum continues, though slightly below the 250-280 deals per quarter in Q2-Q4’15 LTM transaction volume for private targets reached 1,028 deals, representing an 11% increase over LTM 3/31/15 LTM public transaction volume came in at 25 deals, representing a 56% increase Median LTM revenue multiple paid for private companies dropped to 3.3x, but remains relatively healthy Notable M&A transactions in Q1’16 . IBM / Truven Health Analytics ($2.6B) . GTCR / Lytx ($500M) . Cisco / Jasper Technologies ($1.4B) . Wipro / Health Plan Holdings ($460M) . Resmed / Brightree ($800M) . Microsoft / Xamarin ($400M) . Insight Venture Partners / Diligent ($624M) . FireEye / iSight Security ($275M) . Micro Focus / Serena Software ($540M) . Cisco / CliQr Technologies ($260M) The most active buyers included IBM, Alphabet, J2 Global, Microsoft, Vista Equity Partners, Cisco, Trimble Navigation, Intuit and Oracle (sorted by most active) Capstone expects robust M&A activity and attractive exit valuations to continue in the SaaS & Cloud segment for the remainder of 2016 » In the longer term, there is increasing risk that a market correction could negatively impact activity levels and valuation multiples 4 KEY TAKEAWAYS – PUBLIC COMPANY METRICS 1 recent IPO company was added and 6 were removed from the SaaS & Cloud 125 » Quick Heal’s post IPO performance was subpar Q1’16 stock performance posted losses of (7.6)% and (2.7)% for SaaS & Cloud 125 and NASDAQ, respectively » All sectors aside from Software Conglomerates and Content Creation & Management posted losses in their median share price performance Median LTM revenue multiple continued to decrease in Q1’16, retreating to 4.2x which remains relatively healthy Median LTM EBITDA multiple continued to decrease in Q1’16, currently standing at 16.7x Poor stock performance has led to a decrease in P/E multiples which now stands at 30.6x » Public markets demonstrate a strong preference for companies growing quickly and investing to solidify market leadership status and are willing to bet that future profits will come with scale Median revenue growth has rebounded in Q1’16 and currently stands at 20.9% Median EBITDA growth rates continue to recover back to healthy levels and currently stands at 20.5% Median EPS growth jumped to 21.7% in Q1’16, up from 17.2% in 2015 Median Gross Margins have remained constant for the past five years and currently stand at 67.8% » Content Creation & Management and Cloud & IT Infrastructure segments commanded the highest gross margins as most of their expenses are operational The Median EBITDA margin continued to increase in Q1’16 as companies increased scale or focused more sharply on profitability 5 M&A ACTIVITY & MULTIPLES LTM M&A DOLLAR VOLUME LTM M&A dollar volume continued to increase in Q1’16 reaching $59.3B LTM, setting a new five-year high Q1’16 posted $9.6B in M&A dollar volume, representing a 40% growth over the prior year quarter » However, Q1’16 represents a steep drop from the $15-18B quarterly dollar volume seen in Q2-Q4’15 $70,000 $60,000 $50,000 $25,270 $28,619 $40,000 $20,136 $24,028 $20,849 $30,000 $20,534 Total Transaction Value Transaction Total $20,000 $33,994 $27,907 $26,308 $24,398 $10,000 $21,183 $22,968 $0 2011 2012 2013 2014 2015 LTM Total Private $ Total Public $ 7 LTM M&A TRANSACTION VOLUME BY SEGMENT LTM transaction volume of 1,053 deals reached a new five-year high » Q1’16 saw 248 deals as strong deal momentum continues, though slightly below the 250-280 deals per quarter in Q2-Q4’15 Vertical Market transaction volume represented 40% of the aggregate transaction volume 1200 1000 422 421 800 295 600 232 112 108 257 224 98 40 44 60 24 23 61 Transactions 80 52 14 57 400 75 52 50 23 40 42 50 19 27 36 44 26 40 37 41 21 40 25 58 59 40 37 54 20 31 36 36 200 31 44 17 50 42 25 83 41 32 136 133 98 101 83 117 32 77 84 0 39 52 2011 2012 2013 2014 2015 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 LTM transaction volume for private targets reached 1,028 deals, representing an 11% increase over LTM 3/31/15 Median transaction size for private targets increased slightly to $43M 100% 7 8 3 8 11 2 14 2 1 15 6 10 18 90% 10 7 12 16 28 18 18 80% 23 28 22 36 70% 29 31 14 16 30 60% 30 20 26 23 20 50% 39 28 24 53 40% 33 49 30% 40 37 20% 80 78 46 10% 42 44 42 0% 2011 2012 2013 2014 2015 LTM Total Deals 661 682 642 866 1018 1028 Deals w/ Value 243 213 164 183 201 195 Median ($M) $20 $18 $25 $25 $40 $43 $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 came in at 25 deals, representing a 56% increase LTM public transactions saw an evenly balanced range of transaction values, half of the deals transacted below $250M and half over $250M 100% 90% 7 5 6 7 7 80% 5 3 70% 4 5 1 4 60% 8 4 2 4 1 50% 4 40% 2 3 2 5 5 1 4 1 1 30% 1 2 3 2 2 2 20% 3 4 1 5 5 10% 6 3 2 1 0% 1 1 1 2011 2012 2013 2014 2015 LTM Total Deals 33 26 23 12 27 25 Median ($M) $305 $329 $265 $706 $274 $248 $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 dropped to 3.3x but remains relatively healthy » Median LTM revenue multiple paid for private companies in Q1’16 also came in at 3.3x » The drop in multiples mirrors the recent decline in public SaaS multiples 4.5x 4.0x 3.9x 3.8x 3.6x 3.5x 3.3x 3.1x 3.0x 2.8x 2.5x 2.0x 1.5x Median Revenue Revenue Median Multiple 1.0x 0.5x 0.0x 2011 2012 2013 2014 2015 LTM 25th % 1.7x 1.4x 2.4x 2.2x 1.9x 1.9x 75th % 6.2x 4.3x 6.0x 6.0x 6.0x 6.3x 11 MEDIAN LTM REVENUE MULTIPLES – PUBLIC TARGETS Median LTM revenue multiple paid for public companies remained constant at 2.6x Median LTM Revenue Multiple for $100M+ public deals jumped to 4.3x, though with a relatively small sample set a few deals can cause large movements 4.5x 4.3x 4.0x 3.5x 3.2x 3.2x 3.2x 2.9x 2.9x 3.0x 2.6x 2.6x 2.5x 2.4x 2.5x 2.5x 2.3x 2.0x 1.5x 1.0x Median Revenue Revenue Median Multiple 0.5x 0.0x 2011 2012 2013 2014 2015 LTM 25th % 1.5x 1.0x 1.3x 2.2x 0.8x 0.8x 75th % 4.3x 3.4x 4.6x 5.8x 4.5x 5.0x All Deals $100M+ Deals 12 MEDIAN LTM REVENUE MULTIPLES BY SEGMENT – LAST 5 YEARS Median LTM revenue multiples for SaaS segments ranged from 1.8x to 4.9x » Cloud & IT Infrastructure achieved a median multiple of 4.9x as these companies are often acquired earlier in their revenue curve at strong multiples » More commoditized segments like Cloud Computing/Storage and Communication & Collaboration typically garner lower multiples 6.0x 4.9x 5.0x 4.4x 4.4x 4.0x 3.2x 3.1x 3.0x 3.0x 2.7x 2.7x 2.5x 2.3x 1.8x 2.0x 1.0x Median Revenue Multiple Median Revenue 0.0x 13 HIGHEST REVENUE MULTIPLE TRANSACTIONS FOR LTM LTM Multiple Premium Enterprise Ann.
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