1. Strictly Private and Confidential
Software and Systems
Quarterly Market Update
June 2011
2. Macroeconomic Conditions – Effect on Technology Markets
35%
Changes in Real GDP and IT Investment(1)
30%
IT spending remains highly correlated to economic growth
25%
On average from 1989 through 2010, changes in IT
20%
Y/Year Change, by Quarter
spending outpaced changes in GDP growth – and were
generally a leading indicator of economic improvement 15%
U.S. Real GDP is forecasted to grow at an annual rate of 10%
3.0% in 2011 and 3.6% in 2012(2)…but economists remain 5%
skeptical
0%
Record cash balances and access to robust capital markets 1995 2000 2005 2010
should continue to foster growth in productivity-enhancing -5%
corporate IT investments -10%
-15%
-20%
% Change in Real GDP % Change in IT Investment
Unemployment(3)
The severity and duration of the most recent recession left 12%
unemployment higher than either of the two prior downturns
10%
Unemployment hit a high of 10.1% in October 2009 and has
Unemployment Rate
since mildly abated, to 9.1% in May 2011 8%
Recession Length Unemployment Rate
Beginning (months) Beginning End 6%
Jul '90 8 5.5% 7.8%
4%
Mar '01 8 4.3% 6.3%
Dec '07 19 4.9% 9.6% 2%
Recent concerns pertaining to a potential double-dip 0%
recession are centered on the stubbornly high
90
93
96
99
02
05
08
11
19
19
19
19
20
20
20
20
unemployment rate
Recessions
1 (1) US Department of Commerce, Forrester Research, and CapitalIQ
(2) RBC Economic Research, as of 6/2/11
(3) US Bureau of Labor Statistics and National Bureau of Economic Research
3. Debt Capital Markets Conditions
Favorable interest rates will likely lead to record corporate debt issuance in 2011
Debt Market Commentary Historically Low Interest Rates
18%
The investment grade market is off to a robust start in 2011 with over
16%
$400bn in supply priced across the corporate, financial, and SSA
sectors in Q1’2011 14%
12%
Similarly, a strong pace of issuance in the leveraged finance and
10%
Yield
high yield markets has continued from 2010 to 2011 YTD given
strong M&A activity and the refinancing of debt issued before the 8%
crisis 6%
4%
Convertible bond issuance is on track to surpass 2010 levels, as
issuers opportunistically issue equity at premiums to improved stock 2%
market values 0%
Jan-00 Apr-01 Jul-02 Oct-03 Jan-05 Apr-06 Jul-07 Oct-08 Jan-10 Apr-11
In general, historically low interest rates continue to power the debt BBB Index (%) BB Index (%) 3-Month LIBOR (%) 10 Year Treasury Rate
markets
IG Secondary Spread Performance Annual Technology Debt Issuance by Type
($ in millions)
700
IG Technology
$78,053
600 $74,719 $73,476
IG Corporates
$13,963 $7,143
$18,153
500
Spread (bps)
$57,522
$53,040
$2,636 $23,861
400 $3,894
$15,454 $42,544
$40,604
300 $33,397 $5,150 $17,584
$14,132 $5,407 $17,773
200 $8,637 $9,162
$5,920
100 $15,336
$25,300 $23,350 $24,700 $22,400
$17,250
0 $8,150
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
(1)
2006 2007 2008 2009 2010 2011 YTD
Investment Grade High Yield Loans Convertible Notes
2 Source: ML Index System, Bloomberg, S&P Leveraged Commentary & Data, and CapitalIQ
(1) Debt issuance through 4/30/11
4. Recent Technology Stock Price Performance
Since the March 2009 market trough, technology stocks have outperformed the broader market
350
Performance Since: March 2009 YTD
Enterprise Applications 203% 13%
SaaS 182% 11%
Infrastructure / Storage 163% 15%
Performances since March 2009
NASDAQ 106% 7%
S&P 500 Enterprise Applications 7%
83% 172%
300
Large Cap / PlatformInfrastructure 69%
/ Storage 2% 155%
IT Security SaaS 40% 11% 141%
NASDAQ 95%
S&P 500 75%
Large Cap / Platform 71%
250 IT Security 63%
200
150
100
50
Mar-09 May-09 Jul-09 Oct-09 Dec-09 Mar-10 May-10 Jul-10 Oct-10 Dec-10 Mar-11 May-11
3 Source: Factset as of 05/31/2011
Note: Based on RBC’s total universe of 90 public software & systems companies
5. Valuation Matrix: Revenue Growth vs. EBITDA Margin
Revenue Growth CY'10 – CY'11E
<5% 5% - 10% 10% - 20% >20% Median
3 companies 11 companies 21 companies 8 companies
MCRO-GB, SGE-GB, TrendMicro BMC, CA, PRGS, ADBE, SOW-DE, CTXS, NTCT, RHT, TIBX, AU-GB, VMW, SWI, SAP, JCOM, LPSN,
MSFT, SYMC, WBSN, VRNT, SNPS, OTEX, INFA, TDC, INTU, JDAS, AAPL, GOOG, OPEN
>25%
CSCO ORCL, CHKP, ZIXI, VRSN, CNQR, EV/Revenue: 3.7x
LOGM, IL, DSY-FR, ADSK, AVV-GB, EV/EBITDA: 11.1x
EMC
CY' 11E EBITDA Margin
Median EV/Revenue: 2.5x Median EV/Revenue: 2.6x Median EV/Revenue: 5.2x Median EV/Revenue: 4.7x
Median EV/EBITDA: 8.1x Median EV/EBITDA: 8.2x Median EV/EBITDA: 14.8x Median EV/EBITDA: 14.1x
1 companies 4 companies 14 companies 13 companies
BCSI CPWR, MANH, IBM, MENT CVLT, QSFT, BLKB, CSU, MCRS, PRO, PROJ, CRM, FTNT, KNXA,
15% - 25%
RADS, FIRE, ULTI, CKSW, ARBA, TLEO, RP, ATHN, CTCT, TRAK, SQI,
BBBB, VOCS, PMTC, CDNS NTAP, MKTG EV/Revenue: 2.6x
EV/EBITDA: 12.3x
Median EV/Revenue: 2.2x Median EV/Revenue: 2.2x Median EV/Revenue: 3.0x Median EV/Revenue: 4.7x
Median EV/EBITDA: 11.2x Median EV/EBITDA: 9.5x Median EV/EBITDA: 13.4x Median EV/EBITDA: 22.6x
5 companies 5 companies 8 companies 8 companies
PVSW, QTM, CDCS, DELL, HPQ FALC, AMSWA, SAAS, RTLX-IL, GUID, MSTR, AZPN, QADB, CALD, PEGA, QLIK, RNOW, VDSI, CYDE,
<15%
EV/Revenue: 2.0x
SABA N, DMAN, CNVO SFSF, CSOD, SPSC
EV/EBITDA: 27.4x
Median EV/Revenue: 0.7x Median EV/Revenue: 1.7x Median EV/Revenue: 2.4x Median EV/Revenue: 6.8x
Median EV/EBITDA: 4.6x Median EV/EBITDA: 73.3x Median EV/EBITDA: 19.4x Median EV/EBITDA: 35.4x
EV/Revenue: 2.2x EV/Revenue: 2.2x EV/Revenue: 3.0x EV/Revenue: 4.7x
Median EV/EBITDA: 8.1x EV/EBITDA: 9.5x EV/EBITDA: 14.8x EV/EBITDA: 22.6x
Higher growth companies continue to receive richer multiples
4 Source: Company filings, press releases, RBC Capital Markets institutional research and other Wall Street sources. Companies based on consensus estimates from FactSet.
Updated 06/04/2011.
6. Valuation Metrics, by Business Model and by Company Size
By Business Model
EV / ’11E Revenue EV / ’11E EBITDA
The market continues to favor 5.0x 24.6x
high-growth SaaS and recurring
revenue subscription models
2.7x
11.2x
License / Up Front Models SaaS / Subscription Models License / Up Front Models SaaS / Subscription Models
By Company Size (LTM Revenue)
($ in millions)
EV / ’11E Revenue EV / ’11E EBITDA
3.7x
3.3x 21.2x
Larger companies are not 3.0x
2.7x
necessarily rewarded with
13.6x
higher valuation multiples 11.2x
9.8x
< $250 $250 - $500 $500 - $999 $1,000+ < $250 $250 - $500 $500 - $999 $1,000+
5 Source: CapitalIQ and Company filings as of 05/31/2011. Please see Appendix for companies included in the calculations
7. Valuation Metrics, by Sub-Segment
EV / ’11E Revenue
5.0x
3.0x
2.5x 2.5x 2.3x
2011E Median:
2.5x
IT Security Infrastructure / Storage Large-Cap / Platform Enterprise Applications SaaS
EV / ’11E EBITDA
24.6x
19.5x
13.2x
2011E Median: 11.5x
13.2x 8.7x
IT Security Infrastructure / Storage Large-Cap / Platform Enterprise Applications SaaS
Price / ’11E Earnings or Price / ’11E FCF(1)
32.2x
22.3x 20.6x
19.8x
2011E Median:
20.2x 12.8x
(1)
IT Security Infrastructure / Storage Large-Cap / Platform Enterprise Applications SaaS
6 Source: FactSet and Company filings as of 05/31/2011. Please see Appendix for companies included in the calculations
(1) Reflects Price/Free Cash Flow for SaaS companies, where Free Cash Flow is defined as cash flow from operations less capital expenditures
8. Revenue Growth, by Business Model and by Company Size
2010 – 2011E Revenue Growth by Sub-Segment 21.6%
15.2%
13.4%
2011E Median: 12.3%
13.4%
8.0%
Increasing adoption
rates of SaaS-based
solutions, particularly by
IT Security Infrastructure / Storage Large-Cap / Platform Enterprise Applications SaaS
small- and medium-sized
businesses, continue to 2010 – 2011E Revenue Growth by Business Model
drive higher growth 21.6%
estimates for SaaS
companies than other 12.9%
segments
License / Up Front Models SaaS / Subscription Models
2010 – 2011E Revenue Growth by Company Size
As expected, larger 18.2%
15.5%
companies with greater 2011E Median:
12.9%
14.2% 12.0%
scale generally grow at
lower rates
< $250 $250 - $500 $500 - $999 $1,000+
7 Source: FactSet and Company filings as of 05/31/2011. Please see Appendix for companies included in the calculations (1)
9. Historic SaaS Valuation Multiples
(1)
Median EV / FTM Rev. Multiples
4.7x 4.7x
4.4x
4.3x
4.1x
4.0x 3.9x 3.9x
3.4x 3.5x
3.3x
3.2x 3.1x
3.0x 3.1x 3.1x
2.9x 2.9x
SaaS-based models are trading 2.6x
2.7x 2.8x 2.8x 2.8x
2.7x
2.4x
at or near two-year highs
relative to both revenue and
free cash flow
May-09 Aug-09 Nov-09 Feb-10 May-10 Aug-10 Nov-10 Feb-11 May-11
Investors continue to place
premium value on SaaS Market Cap / FCF Multiples
(1)
companies due to higher 33.0x
31.2x
growth, recurring revenue and
28.8x 28.5x 29.2x
strong operating leverage 26.6x 27.0x
27.0x 26.9x 26.8x
26.0x 25.7x
24.4x 24.8x
23.7x 23.8x 23.9x
23.0x 23.4x 23.2x
22.7x 22.7x
21.4x
20.5x
20.0x
Recent SaaS IPOs such as
Responsys and Cornerstone
OnDemand have performed well
May-09 Aug-09 Nov-09 Feb-10 May-10 Aug-10 Nov-10 Feb-11 May-11
8 (1) Based on forward twelve months Wall Street consensus estimates. Free cash flow defined as cash flow from operations less capital expenditures
Source: Company filings, press releases, and other Wall Street research. Please see Appendix for companies included in the calculations
Enterprise Value (EV) = Equity Value + Total Debt + Preferred Stock + Minority Interest – Cash & Cash Equivalents
10. P&L Metrics, by Revenue Size
LTM Operating Margin LTM Research & Development
(% of Revenue)
22.2% 14.3%
13.7%
11.5%
As expected, larger companies
14.5%
enjoy economies of scale,
resulting in operating margins
correlated with company size
4.2%
< $250 million $250 - $999 million $1 billion + < $250 million $250 - $999 million $1 billion +
LTM Sales & Marketing LTM G&A
Economies of scale exist (% of Revenue) (% of Revenue)
throughout the income 31.7% 14.6%
28.1%
statement but are most
10.8%
apparent in sales & marketing 21.5%
and general & administrative
expenses, and less in research
5.2%
and development spend
< $250 million $250 - $999 million $1 billion + < $250 million $250 - $999 million $1 billion +
9 Source: CapitalIQ and company filings as of 05/31/2011. Please see Appendix for companies included in the calculations
11. Technology M&A Trends
Technology M&A – Transactions Since 2006 Key M&A Themes
M&A activity accelerated in 2010
Number of transactions Median deal size ($M) – Technology shifts (sector convergence, cloud /
virtualization, mobility, social media)
– Unprecedented cash balances, need for growth
619
595 – Volatile IPO market for smaller tech companies
– Representative 2010 transactions included:
• Intel entered security software market via
473 472 purchase of McAfee ($7.7B )
404 (1) • HP – Significant M&A activity, including storage
(3PAR), smart phones (Palm), security (ArcSight)
343
• Oracle’s aim for CRM, retail and e-commerce
unity with the purchase of Art Technology ($1.0B)
• SAP’s acquisition of Sybase ($5.8B)
• Carlyle’s acquisition of CommScope ($3.9B)
167 • Consolidation in the marketing analytics sector,
including IBM’s acquisition of Unica ($450M) and
$35 $36 $40 $42
$27 $25 Teradata’s acquisition of Aprimo ($525M)
Trend continues in 2011
2006 2007 2008 2009 2010 2011 YTD
– Tech Top 25 began the year with $530B in cash2
– Firms looking to expand into adjacent segments to
supplement product portfolios
Volume $140.4B $175.5B $76.1B $68.9B $100.6B $50.0B – Rising market valuations: stock valuable as currency,
more expensive for buybacks – but rising valuation
environment also gives smaller tech companies an
Largest Transactions:
exit opportunity through IPO
Buyer Alcatel KKR HP Xerox Intel Microsoft – PE firms have significant capital to deploy
– Recent transactions (announced or closed) include:
• Attachmate’s acquisition of Novell ($2.2B)
Target Lucent First Data EDS ACS McAfee Skype
• Microsoft’s acquisition of Skype ($8.5B)
• Apax Partners’ acquisitions of ERP players
Value $18.9B $28.7B $17.0B $8.8B $7.7B $8.5B Activant and Epicor (combined $2.0B)
10 Source: CapitalIQ
1 2011 YTD is annualized as of 05/31/11
2 Ernst & Young, “Global technology M&A update,” 2011
12. Technology M&A Consolidators
Number of Acquisitions Since 2007 Selected Recent Transactions
Google
Sparkbuy, TalkBin, PushLife, Beatthatquote.com, Next New Networks, BeatThatQuote.com,
Google 14 3 7 30 14 68 Widevine Technologies, ITA Software, Global IP Solutions, AdMob, reCAPTCHA, On2
IBM
IBM 13 11 9 15 1 49 Netezza, Blade Network, Unica, CastIron, Cognos, DataMirror, Exeros, ILOG, Lombardi,
Ounce Labs, OpenPages, Platform Solutions, SPSS, Telelogic, Transitive Corp,
Microsoft
Microsoft 17 17 8 3 3 48 Skype, InterGrid, Canesta, AVIcode, 90 Degree Software, Danger, DATAllegro, FAST,
Greenfield Online, Komoku, Powerset, Zoomix Data Mastering
Oracle 16 12 8 8 1 45 Oracle
Art Technology, Datanomic, BEA, GoldenGate Software, mValent, Primavera, Relsys
International, Skywire, Sun Microsystems, Virtual Iron, Phase Forward, Amberpoint
HP 12 6 6 11 2 37 HP
Printelligence, Vertica, 3Com, 3Par, ArcSight, Colubris, EDS, Exstream Software, IBRIX,
Cisco 14 5 7 7 3 36 LeftHand, Neoware, Opsware, SPI Dynamics, TOWER, Palm, Melodeo
Cisco Systems
Newscale, Arch Rock, Jabber, Latigent, PostPath, Pure Digital, Pure Networks, Richard-Zeta
EMC 11 5 5 4 7 32 Building Intelligence, Securent, Starent Networks, Tandberg, Tidal
EMC
Event Robot, Shavlik Tech, SlideRocket, Isilon Systems, Art Technology Group, Archer,
Intel 3 2 7 9 4 25
Conchango, Configuresoft, Data Domain, Document Sciences, FastScale Technology,
Intel
Sungard 10 6 1 5 3 25 SySDSoft, Infineon (Wireless Solutions Business), McAfee, Wind River Systems, Freescale
Semiconductor (French Division), Virtutech, RapidMind
Sungard
Dell 7 23 7 3 22 Stratix Consulting, Valuelink, PredictiveMetrics, GL TRADE, Fox River Execution Technology,
Inmatrix Technology, Genix Systems, Delphi Technologies, Advanced Portfolio Technologies
SAP 8 3 5 3 2 21 Dell
Comepellent Technologies, ASAP, EqualLogic, Everdream, MessageOne, Silverback
Technologies, Zing Systems, Perot, KACE Networks, Exanet
VMWare 4 6 1 7 3 21 SAP
Analysis and Forecasting AG, Business Objects, Outlooksoft, SAF Simulation, Sybase,
Symantec 3 5 2 4 1 15 Triversity, TechniDATA
VMWare
Propero, B-Hive, Blue Lane, Trango Virtual Processors, Tungsten Graphics, SpringSource,
CA 3 3 6 2 14 Zimbra, RTO, IT Management of EMC
Symantec
McAfee 2 3 3 21 11 Clearwell Systems,Altiris, Vontu, AppStream, SwapDrive, nSuite, MessageLabs, Mi5,
GuardianEdge, PGP, VeriSign
CA
0 20 40 60 80 Base Technologies, Optinuity, ID Focus, Eurekify, Orchestria, Cassatt, NetQoS, Oblicore,
2007 2008 2009 2010 2011 3tera, Nimsoft, 4Base Technology, Arcot Systems
McAfee
Sentrigo, tenCube, TD Securities, MX Logic, Solidcore Systems, Endeavor Security, Secure
Computing, Lockdown Networks, Reconnex
The desire for forward growth continues to be a key driver of M&A activity
11 Source: Capital IQ, current as of 5/31/11
13. Technology IPO Market
Key Trends YTD 2011 Technology IPO Volume
($ in millions)
The technology sector is leading a rebounding IPO market, with 2011
issuance outpacing 2010 Momentum in the equity capital markets has continued in 2011, with twenty-one
IPOs raising more than $3.6 billion YTD through May
Median company size and profitability levels remain high relative to 57
historical levels
45
IPO activity continued to rebound in 2010 as investors deployed
previously-sidelined capital – and the momentum has continued in 36
2011 33
28
12
SaaS and social median / internet businesses dominate the IPO $10,139 21
backlog $7,570
14
$5,946
$4,703 $5,074
$3,952 $3,655
4
$1,834
$797
2003 2004 2005 2006 2007 2008 2009 2010 2011(1)
Deal Value # of Deals
YTD 2011 Median LTM Revenue & EBITDA at Time of IPO Technology IPO Filings & Withdrawals
($ in millions) $209
$189 2
3
$153
2 4
5 10
2
$94 22
$82 $79 19
$73 4 1 16 15
$56 7 12 1 11
10 3
$38 8 7
6 4 5
$26 2 3
$13 $18 1
$7 $10 $7 $5
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 (1)
(1) 2008 2008 2008 2008 2009 2009 2009 2009 2010 2010 2010 2010 2011 2011
2004 2005 2006 2007 2008 2009 2010 2011
Median LTM Revenue ($M) Median LTM EBITDA ($M) Filed Deals Withdrawn Deals
12 Source: Dealogic
Excluding IPOs less than $15.0 million
(1) YTD figure, through May 2011