SOFTWARE SECTOR REPORT Q2 2021 EXECUTIVE SUMMARY Software Q2 2021 » In Q2 2021, M&A deal activity and private financing activity continued to grow whilst software performance in the public markets grew steadily – IGV tech-software index is up 34.9% over the last 12 months, underperforming the S&P 500 by 3.0% – Business Intelligence & Analytics has outperformed the other software segments, achieving 79.5% LTM growth as of Q2 2021 » Q2 ’21 saw ~$55Bn in financing deal value and ~$96Bn in M&A deal value - 577 financings, 146.6% higher than Q2 ‘20 - 488 M&A transactions, 54.9% higher than Q2 ’20 » Significant M&A activity in Q2 includes acquisitions in the Financial Applications sector: Bill.com’s $2.5Bn acquisition of Divvy and Visa’s $2.1Bn acquisition of Tink » Sales & Marketing software had some of the largest financing deals in Q2 ‘21 led by the $1.0Bn financing of MessageBird, the $775MM financing of Perch, and the $550MM financing of Kajabi » Overall outlook in software growth remains healthy, particularly in the private markets Select Q2 Active Investors Select Q2 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 24 Offices Globally Software Transactions in 140+ the Last Three Years Senior Bankers Todd Carter Geoff Baldwin 33 Covering Software Co-CEO, Co-CEO, Technology-Related Managing Director Managing Director 330+ Deals in the Last 3 Years [email protected] Head of M&A Senior Bankers [email protected] 70+ 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 Q2 2021 $95.2 Billion 1001 946 $182.3 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 $Bn Company Amount ($MM) $96 Acquirer Target EV ($MM) $86 $76 $1,000 $55 $19,700 $56 $40 $1,000 $39 $12,300 $22 $28 $15 $17 $18 $14 $16 $18 $22 $19 $5 $1,000 $5,600 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 $900 $5,300 Quarterly Financing Deal Count (1)(2) Quarterly M&A Deal Count 577 $806 532 $4,000 488 469 458 424 384 389 359 349 $775 315 $2,500 284 227 234 198 222 211 215 $601 $2,220 $550 $2,144 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 LTM as of Q2 2021 Software Price Performance vs. S&P 500 (4) 40% SPX IGV 37.9% 35% 34.9% 30% 25% 20% Financing Activity by Quarter 15% 10% 5% 0% (5%) Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Notes: Sources: Capital IQ, PitchBook, 451 Research and Dow Jones VentureSource. Market data as of 6/30/2021. 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. 5 3) Software M&A transactions reflect select transactions in Q2 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. RECENT STOCK PERFORMANCE Index Performance Last 12 Months 160.0% 140.0% 120.0% 100.0% 80.0% 79.5% 45.4% 44.2% 43.2% 40.4% 60.0% 39.9% 39.1% 38.6% 35.9% 40.0% 35.1% 33.1% 30.4% 23.7% 20.0% 21.2% 0.0% (20.0%) Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 BI & Analytics S&M Security Technical Content SaaS(1) ERP Vertical Development Platform Financial Infrastructure Nasdaq S&P 500 Low (1.1%) (3.3%) 0.0% (0.3%) (0.6%) (1.4%) (1.7%) 0.0% (3.8%) (4.3%) (1.1%) (4.3%) 0.0% 0.0% Uptick from 80.5% 48.7% 43.2% 40.7% 40.5% 40.4% 37.6% 35.1% 36.9% 34.7% 24.9% 25.4% 44.2% 38.6% Low Performance 79.5% 45.4% 43.2% 40.4% 39.9% 39.1% 35.9% 35.1% 33.1% 30.4% 23.7% 21.2% 44.2% 38.6% since Jul-20 Notes: Sources: Capital IQ. Market data as of 6/30/21. 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: $2,891Bn Combined Market Cap: $310Bn Combined Market Cap: $416Bn 21E/20A Rev. Growth: 6.3% 21E/20A Rev. Growth: 18.4% 21E/20A Rev. Growth: 15.9% 21E EBITDA Margin: 30.9% 21E EBITDA Margin: 16.6% 21E EBITDA Margin: 19.6% Content & Storage Management BI & Analytics Financial Applications Combined Market Cap: $405Bn Combined Market Cap: $115Bn Combined Market Cap: $594Bn 21E/20A Rev. Growth: 15.1% 21E/20A Rev. Growth: 21.0% 21E/20A Rev. Growth: 39.6% 21E EBITDA Margin: 20.9% 21E EBITDA Margin: 12.4% 21E EBITDA Margin: 19.0% Notes: Sources: Capital IQ. Market data as of 6/30/21. 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: $318Bn Combined Market Cap: $428Bn Combined Market Cap: $662Bn 21E/20A Rev. Growth: 12.8% 21E/20A Rev. Growth: 24.4% 21E/20A Rev. Growth: 18.4% 21E EBITDA Margin: 30.8% 21E EBITDA Margin: 14.2% 21E EBITDA Margin: 19.3% Development & Operations Sales & Marketing SaaS Combined Market Cap: $497Bn Combined Market Cap: $168Bn Combined Market Cap: $2,100Bn 21E/20A Rev. Growth: 26.8% 21E/20A Rev. Growth: 29.2% 21E/20A Rev. Growth: 29.0% 21E EBITDA Margin: 14.0% 21E EBITDA Margin: 12.2% 21E EBITDA Margin: 14.1% Notes: Sources: Capital IQ. Market data as of 6/30/21. 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 Q2 2021 Top 20 Performers 101.3% 95.4% 80.1% 69.0% 70.8% 53.1% 53.4% 56.8% 44.3% 47.4% 47.6% 40.2% 40.4% 41.7% 42.2% 33.2% 34.4% 35.1% 35.5% 35.8% Bottom 20 Performers (10.5%) (11.1%) (11.2%) (11.6%) (12.5%) (13.4%) (13.6%) (13.8%) (14.3%) (15.2%) (16.0%) (16.4%) (16.9%) (18.2%) (19.6%) (19.6%) (21.6%) (26.7%) (32.6%) (32.6%) Notes: Sources: Capital IQ as of 6/30/21. 9 TRADING COMPARABLES Valuation and Operational Metrics EV / 2020A Revenue EV / 2021E Revenue 18.4x 17.4x 17.0x 17.2x 16.3x 15.1x 15.0x 14.7x 13.9x Median: 12.8x 11.7x Median: 11.3x 12.1x 11.6x 11.5x 11.2x 11.2x 10.4x 10.9x 10.6x 10.4x 10.0x 8.5x 8.4x 4.8x 4.5x 2020A / 2019A Revenue Growth 2021E / 2020A Revenue Growth 39.1% 39.6% 35.7% 30.7% 28.4% 29.2% 29.0% 26.2% 26.8% Median: 19.4% 24.4% Median: 19.7% 19.5% 21.0% 19.2% 18.2% 16.2% 18.4% 18.4% 15.9% 15.1% 12.4% 12.1% 12.8% 6.3% 1.6% Notes: Sources: Capital IQ. Market data as of 6/30/21.