SOFTWARE SECTOR REPORT Q1 2021 EXECUTIVE SUMMARY Software Q1 2021 » In Q1 2021, M&A deal activity and private financing activity continued to grow whilst software performance in the public markets stagnated – Software sector performed below 2020 trends in Q1, with the IGV tech-software index underperforming the S&P 500 by 9.4% – Sales & Marketing has outperformed the other software segments, achieving 124% LTM growth as of Q1 2021 » Q1 ’21 saw ~$40Bn in financing deal value and ~$86Bn in M&A deal value - 424 financings, 100.9% higher than Q1 ‘20 - 458 M&A transactions, 17.7% higher than Q1 ’20 » Significant M&A activity in Q1 includes acquisitions in the Security sector: Okta’s $6.5Bn acquisition of Auth0 and STG Partners’ $4.0Bn acquisition of McAfee’s enterprise business » Financial software had some of the largest financing deals in Q1 ‘21 led by the $600MM financing of Stripe and $1,290MM financing of Klarna » Overall outlook in software growth remains healthy, particularly in the private markets Select Q1 Active Investors Select Q1 Active Acquirers Notes: Sources: PitchBook, 451 Research, Capital IQ. 2 GCA OVERVIEW The GCA Software Team Sector Coverage GCA US Team VERTICAL SOFTWARE Automotive E-commerce & Retail Josh Wepman Chris Gough Education Food & Agriculture Managing Director Managing Director [email protected] [email protected] Industrial Insurance Media & Communications Real Estate Transportation & Logistics Travel & Hospitality HORIZONTAL SOFTWARE BI & Analytics Collaboration Software Kevin Walsh Glen Kruger Managing Director Managing Director CRM Enterprise Resource Planning [email protected] [email protected] Governance, Risk & Compliance Human Capital Management Marketing Supply Chain Management INFRASTRUCTURE SOFTWARE Cybersecurity Data Management & Analytics Rupert Sadler Saif Malik SaaS / Cloud-Enablement Workflow Automation Managing Director Director [email protected] [email protected] Key GCA Stats GCA Executive Team 25 Offices Globally Software Transactions in 120 the Last Three Years Senior Bankers Todd Carter Geoff Baldwin 35 Covering Software Co-CEO, Co-CEO, Technology-Related Managing Director Managing Director 280+ Deals in the Last 3 Years [email protected] Head of M&A Senior Bankers [email protected] 65+ Covering Technology 3 GCA OVERVIEW Deep Software Sector Expertise with Demonstrated Success Advising Large-cap Public and Private Companies on Complex Assignments sold to Advisor to ShowingTime Notes: The above transactions represent a compilation of past and current deals that GCA entities, including GCA Advisors, LLC, GCA Advisors Corporation and GCA Altium, have advised on. Generally, GCA Advisors Corporation advises Asian-based transactions, while GCA Advisors, LLC advises U.S.-based transactions and GCA Altium advises UK/European-based transactions. At 4 times, multiple GCA entities may be retained to advise on the same transaction. DEAL DASHBOARD Software Q1 2021 $40.2 Billion 424 458 $85.9 Billion 2021 YTD Financing Deal Value (1)(2) 2021 YTD Financing Transactions (1)(2) 2021 YTD M&A Transactions 2021 YTD M&A Deal Value Select Financing Transactions Quarterly Financing Deal Value (1)(2) Quarterly M&A Deal Value Select M&A Transactions (3) $Bn $Bn $86 Company Amount ($MM) $76 Acquirer Target EV ($MM) $1,290 $56 $6,500 $40 $39 $1,200 $30 $28 $4,000 $18 $22 $22 $19 $14 $15 $17 $18 $14 $16 $5 $1,000 $3,600 (5) Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 $750 $2,528 Quarterly Financing Deal Count (1)(2) Quarterly M&A Deal Count $600 424 532 $2,400 469 458 384 389 361 359 349 $525 284 315 $2,277 222 227 234 201 198 211 215 (6) $520 $2,250 $500 $2,000 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 LTM as of Q1 2021 Software Price Performance vs. S&P 500 (4) 100% SPX IGV 80% 70.5% 60% 60.8% Financing Activity by Quarter 40% 20% 0% (20%) Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Notes: Sources: Capital IQ, PitchBook, 451 Research and Dow Jones VentureSource. Market data as of 3/31/2021. 1) Criteria based on software series A and subsequent rounds of global financings greater than or equal to $20MM. 2) Financings include software venture and private equity growth / expansion activity. 3) Software M&A transactions reflect select transactions in Q1 2021. M&A metrics are based on closed and announced transactions. 4) iShares North American Tech-Software ETF (IGV), used as proxy for software landscape. Top holdings in the ETF include ADBE, MSFT, ORCL, CRM and INTU. 5 5) UiPath has since gone public through an IPO in April. 6) Series H financing round occurred in January prior to Roblox IPO in March. RECENT STOCK PERFORMANCE Index Performance Last 12 Months 250.0% 200.0% 150.0% 124.1% 119.2% 100.0% 80.2% 75.9% 75.6% 73.3% 72.0% 62.7% 50.0% 59.7% 57.4% 53.7% 50.2% 44.5% 43.7% 0.0% (50.0%) Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 S&M BI & Analytics SaaS(1) Technical ERP Development Security Infrastructure Content Vertical Platform Financial Nasdaq S&P 500 Low (14.0%) (9.4%) (8.6%) (8.8%) (9.1%) (8.0%) (3.4%) (7.1%) (8.0%) (5.3%) (3.5%) (6.9%) (4.4%) (4.4%) Uptick from 138.1% 129.2% 88.8% 84.7% 84.7% 81.3% 66.1% 66.8% 65.4% 55.5% 48.0% 50.7% 76.5% 58.1% Low Performance 124.1% 119.8% 80.2% 75.9% 75.6% 73.3% 62.7% 59.7% 57.4% 50.2% 44.5% 43.7% 72.0% 53.7% since Jan-20 Notes: Sources: Capital IQ. Market data as of 3/31/21. List of companies in each sector can be found in the public comparable tables. 6 1) SaaS bucket is a subset of the other buckets and includes companies that operate a software-as-a-service platform. SOFTWARE PUBLIC COMPANY LANDSCAPE Subsector Top Players and Key Operating Stats Platform Infrastructure Security Combined Market Cap: $2,567Bn Combined Market Cap: $283Bn Combined Market Cap: $347Bn 21E/20A Rev. Growth: 4.0% 21E/20A Rev. Growth: 18.5% 21E/20A Rev. Growth: 14.6% 21E EBITDA Margin: 30.8% 21E EBITDA Margin: 15.7% 21E EBITDA Margin: 19.0% Content & Storage Management BI & Analytics Financial Applications Combined Market Cap: $331Bn Combined Market Cap: $101Bn Combined Market Cap: $470Bn 21E/20A Rev. Growth: 13.2% 21E/20A Rev. Growth: 16.2% 21E/20A Rev. Growth: 20.0% 21E EBITDA Margin: 19.7% 21E EBITDA Margin: 10.2% 21E EBITDA Margin: 21.0% Notes: Sources: Capital IQ. Market data as of 3/31/21. 7 Logos shown represent largest players in each sub sector by enterprise value. Operating statistics for each sector represent full list of companies shown in public comparable tables. SOFTWARE PUBLIC COMPANY LANDSCAPE Subsector Top Players and Key Operating Stats Technical Applications Vertical ERP & General Business Combined Market Cap: $294Bn Combined Market Cap: $368Bn Combined Market Cap: $582Bn 21E/20A Rev. Growth: 11.5% 21E/20A Rev. Growth: 20.9% 21E/20A Rev. Growth: 15.1% 21E EBITDA Margin: 30.9% 21E EBITDA Margin: 17.0% 21E EBITDA Margin: 17.6% Development & Operations Sales & Marketing SaaS Combined Market Cap: $388Bn Combined Market Cap: $86Bn Combined Market Cap: $1,706Bn 21E/20A Rev. Growth: 23.0% 21E/20A Rev. Growth: 23.5% 21E/20A Rev. Growth: 24.5% 21E EBITDA Margin: 16.4% 21E EBITDA Margin: 12.2% 21E EBITDA Margin: 14.0% Notes: Sources: Capital IQ. Market data as of 3/31/21. 8 Logos shown represent largest players in each sub sector by enterprise value. Operating statistics for each sector represent full list of companies shown in public comparable tables. SOFTWARE STOCKS WINNERS & LOSERS Top and Bottom 20 Stock Price Performers in Q1 2021 Top 20 Performers 216.2% 71.5% 73.3% 74.7% 76.4% 65.4% 66.0% 58.4% 47.4% 36.2% 29.1% 31.4% 23.2% 23.5% 24.2% 24.8% 27.0% 27.2% 27.2% 27.6% Bottom 20 Performers (22.8%) (23.0%) (23.2%) (23.4%) (23.9%) (24.0%) (24.0%) (24.9%) (25.1%) (25.5%) (28.3%) (29.3%) (29.4%) (30.8%) (31.9%) (32.3%) (34.0%) (34.6%) (36.9%) (52.5%) Notes: Sources: Capital IQ as of 3/31/21. 9 TRADING COMPARABLES Valuation and Operational Metrics EV / 2020A Revenue EV / 2021E Revenue 14.5x 17.7x 13.7x 13.0x 15.5x 15.2x Median: 11.9x 11.3x Median: 9.9x 12.6x 12.4x 10.4x 10.0x 11.9x 11.9x 11.8x 9.9x 9.6x 9.2x 8.4x 10.5x 10.0x 7.2x 8.6x 4.1x 4.3x 2020A / 2019A Revenue Growth 2021E / 2020A Revenue Growth 39.1% 24.5% 23.5% 33.2% 23.0% 20.9% 20.0% Median: 17.3% 27.2% 18.5% 16.2% 24.9% 15.1% 20.4% Median: 16.3% 14.6% 13.2% 16.3% 16.3% 16.2% 14.4% 11.5% 12.1% 10.8% 4.0% 1.6% Notes: Sources: Capital IQ.