B. Riley Software Update: 2011 Year End Review & Outlook

Bradley T. NiiManaging Director+1 310 689 [email protected]

Adam J. LittleSenior Vice President+1 949 250 [email protected]

2011 Year End Review & Outlook

SOFTWARE Industry Update2011 Year End Review & Outlook

In many respects, 2011 was a year of two halves for thesoftware sector. The first half of the year wascharacterized by robust (yet anything but consistent)stock market gains that ticked over 10% for the year bythe April/May timeframe, access to cheap capital in theform of exceedingly low interest rates, healthy M&Aactivity and dotcom-era valuations. Driven further bystrong IT budgets for would be purchasers of softwareproducts, many in the software world held a view early inthe year that the recession that hampered so manycompanies in 2008 and 2009 was now clearly behind usand that 3%+ GDP growth would soon again be derigueur. However, with persistently high U.S.unemployment rates, an increasingly uncertain economicpicture in Europe and a string of downward revisions onU.S. GDP growth, global markets took yet another largedip late summer. As a result, the second half of 2011 sawa decline in fundraising activity, a slew of poorperforming IPOs and declining transaction valuations.

Despite overall U.S. GDP growth in 2011 of less than2%—the mark of 2.8% (annualized) in the fourth quarterdoes give us hope—a significant number of companies inour software universe grew much faster than the overalleconomy, with only a handful posting negative revenuegrowth from December 2010 to December 2011. Positivemomentum within the business models and accessiblecapital markets cultivated an environment of strongtransaction activity, especially during the first half of2011. There were approximately 160 financings for

public companies in 2011, a large number of which werefixed income offerings. Highlighting the public activitywere major bond offerings by the industries largest—andmost cash rich—software players, including Google,Microsoft and Oracle. Equally as dynamic, if not more so,was financing activity for private software companies,with over 340 transactions. Aided in no small part bywhat amounts to over $400 billion in dry powder, VC andprivate equity firms invested over $2.2 billion inprivately-held software companies.

Merger and acquisition activity was relatively flat in 2011as compared to 2010 in terms of number of acquisitions.However, reported deal volume increased significantlyover the period due to a number of large softwareacquisitions by HP, Dell, IBM and SAP. Consolidation alsoplayed out during the year as certain sectors, such ashuman capital management, saw heightened activity asvendors sought to fill holes in their existing productsuites. Strategic acquirers continue to be very disciplinedbuyers. Those acquisitions that were deemed highlystrategic garnered premium valuations, which served toenhance exit multiples in the first part of the year.

In this quarterly Software Report, we touch onperformance of the software sector in 2011 with aparticular emphasis on investor sentiment andtransaction activity in 2011. We hope that you find theinformation on the following pages helpful as younavigate the market in 2012.

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PUBLIC EQUITIES. The

software sector (withboth the S&P 600Software Index, as wellas B. Riley’s SaaS index)generally followed theebbs and flows of thebroader market,especially during themiddle and late parts ofthe year as investorscontinued to seek outfast growing companieswith strong balancesheets. With M&A andcapital raising activityoff to a flurry in the firsthalf of the 2011 andoverall positive investorsentiment, B. Riley’sSaaS index passed the15% mark near thebeginning of July. However, broad stock market declines through the end of summer—brought onexpected U.S. GDP growth and Standard & Poor’s downgrade of its credit rating of the U.S. federalAugust 5th—reduced any gains and resulted in nearly all index trading down over 10% by late Septemafter fears of credit defaults in several European countries subsided, stock markets rebounded, witindices finishing the year with modest gains.

After some profit taking and selling momentum in late November and early December, software vapublic companies in our universe finished the 2011 on a strong note. As of December 31st, our unmedian EnterpriseValue to Revenuemultiple of 2.7x, upfrom 2.5x at the endof Q3. Among thevarious sectors wetrack, the HumanCapital Management(“HCM”) and Securitysegments continuedto lead the waythanks to strong yearover year revenuegrowth and M&Aactivity, especiallywithin HCM, whichalso saw a highprofile IPO during theyear (CornerstoneOnDemand (CSOD).

In addition, much hasbeen made of the riseand acceptance ofsoftware-as-a-service

Major Market Indices Compared to Software and SaaS IndicesJanuary 3, 2011 – December 30, 2011

-20.0%

-15.0%

-10.0%

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11

B. Riley SaaS Index NASDAQ S&P 500 S&P 600 Software

2.3x

3.0x2.7x

2.4x

3.1x

2.8x 2.6x2.8x

1.8x

2.6x

0.7x0.9x

5.

2.6x

3.5x 3.4x

2.5x

3.4x3.1x

2.9x3.2x

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Median Software LTM EV/Revenue Multiples by Sector

As of 12/31/11 As of 2/15/12

Source: CapitalIQ

by slower thangovernment onber. However,h the software

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Source: CapitalIQ

Page 3


or SaaS offerings and the subscription revenue models they typically employ. A large number of companies withtraditional perpetual license models have begun to make the transition from to SaaS models, and in many cases havealready completed this transition. Examples include Callidus Software (CALD), Saba Software ncurTechnologies (CNQR) and Ultimate Software (ULTI). Concur and Ultimate, both of which are now purtrade at over 7x and over 6x, respectively. For at least the near term, we believe pure SaaS companto trade above their peers who rely on a perpetual license revenue model.

GROWTH EFFECT. In addition to valuation trends among the various software sectors, valuation by c

demonstrated an interesting pattern in 2011. Beginning late in 2010, the public markets are ccompanies with strong historical and forecasted growth. We believe this is largely due to the overagrowth/recovery coming out of the recession of 2008/2009. Large public companies (those withbillion) have historically garnered the highest valuations from equity investors based on theirdiversification, scale and liquidity. These companies grew somewhat slower in Q4 (vs Q2), but still pquarter over quarter growth and remain highly profitable.

However, investors are currently rewarding high growth companies with premium valuations, reddiscount for size. Companies that are demonstrating 20% year-over-year bookings growtpremium multiples. A number of emerging public companies with revenues between $100MMgrowing very quickly, increasing profit margins and, accordingly, commanding higher valuations.include LogMeIn (LOGM) (Security), SuccessFactors (SFSF) (HCM), which is being acquired by SAPRealPage (ERP) and QLIK Technologies (QLIK) (Data Management). Companies within this revenueposted a higher EV/Revenue multiple than their larger peers at quarter end (based on compancalendar Q4 results).

The table to the rightshows the five fastest andslowest growing companiesin our software universe asof the trailing twelvemonths (“TTM”) endedDecember 31, 2011. Threeout of the four companiesin the five fasted list fell inthe $100MM-$500MMcategory, with one(ValueClick) just exceedingit. The top three playershave a heavy, if not sole,emphasis on Internet business. These companies all had EV/Revenue multiples above 2.7x. The fivecompanies presented a mixed bag of Internet and application software companies. Some of these agrowth in prior periods (RealD), while others are facing strong headwinds (Yahoo). Not too s

The Growth Effect – Public Market Valuations by Revenue SizeValuations Taken as of Quarter End

(data based only on those companies that have reported calendar Q4 results)

4Q10 1Q11 2Q11 3Q11 4Q11 4Q10 1Q11 2Q11 3Q11 4Q11

Revenue >$1B 3.4x 3.9x 3.7x 2.5x 2.7x 11.9x 11.9x 12.0x 10.4x 11.6x 12.1% 27.8%

Revenue $500MM - $999MM 2.9x 2.9x 2.8x 2.1x 2.3x 14.9x 14.6x 15.1x 10.3x 11.6x 14.1% 29.1%

Revenue $100MM - $499MM 3.4x 3.8x 3.4x 2.3x 2.8x 19.0x 22.5x 23.6x 15.6x 18.8x 19.9% 18.7%

Revenue $15-$100MM 1.6x 1.8x 1.8x 1.2x 1.7x 13.9x 16.0x 16.0x 11.9x 16.5x 4.3% 5.6%

EV/Revenue EV/EBITDA 4Q11/4Q10

Revenue

Growth

Q4 EBITDA

Margin

Top 5 Fastest Growing Software Companies in 2011 (LTM 12/31/11)

Company Sector 2010 2011

ValueClick, Inc. Advertising $506.3 $560.2

Liquidity Services, Inc. Online Retail $327.4 $358.0

eBay Inc. Online Retail $10,767.0 $11,651.7

Aspen Technology, Inc. ERP $206.3 $223.0

Keynote Systems Inc. Application Performance Mgmt $103.0 $111.3

Top 5 Slowest Growing Software Companies in 2011 (LTM 12/31/11)

Company Sector 2010 2011

Limelight Networks, Inc. Content Management $197.4 $171.3

Take-Two Interactive Software Inc. Entertainment $957.9 $860.0

Yahoo! Inc. Search Engine $5,185.2 $4,984.2

RealD Inc. Entertainment $263.8 $255.1

Openwave Systems Inc. Communications $166.4 $162.4

(SABA), Co
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ompany size also

learly rewardingll tepid economicrevenues over $1market presence,osted double digit

ucing the impliedh are garneringand $500MM areThese companiesfor 12x revenue,range as a whole

ies that reported

sreur

9.6% 0.27x

10.2% 0.64x

16.5% 0.22x

11.2% 0.23x

Revenue/

Growth

2 Yr Forward

Growth Rate

Source: CapitalIQ

% C

1

9

8

8

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lowest growingdigesting rapid

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hange EV/ Revenue

0.6% 2.9x

.3% 3.5x

.2% 3.3x

.1% 8.5x

.0% 2.7x

hange EV/ Revenue

3.2% 1.6x

0.2% 1.5x

3.9% 3.4x

3.3% 2.7x

2.4% 0.8x

Page 4


companies (other than Yahoo because of its brand and persistent takeover gossip) all trade at discounts to their peerson an EV/Revenue basis.

Public companies, including some of thelargest players, had a harder timemeeting profitability estimates from theiranalyst community in Q4 than inprevious quarters. However, mostmisses were on the bottom line –providing further proof of theincreased focus on revenue and marketshare growth. Even Google, citing avariety of factors, posted Q4 profitnumbers that were below analystexpectations. Google did, however,increase revenue 25% from the year-agoquarter. Oracle also missed earnings inQ4 and demonstrated an unexpectedslowdown in sales growth (2% growth).Microsoft, still the world’s largestsoftware company, posted 5% revenuegrowth and easily beat Wall Street EPSestimates.

U.S. SOFTWARE IPOS AND FINANCINGS. The IPO market finally began to show signs of life in 2011, lead early on by a slew of

offerings from Chinese software companies floating shares on the Nasdaq and New York Stock Exchanges. 2011finished the year with two December IPOs, including the much anticipated initial offering from social gaming maker,Zynga.

Q4 Earnings ScorecardGAAP EPS: Actual vs. Analyst Estimate ($MMs)

(data based only on those companies that have reported calendar Q4 results)

Company Revenue Actual Estimate Diff.

Microsoft Corporation $72,052.0 $0.78 $0.75 $0.03

Google Inc. $37,905.0 $8.22 $9.14 ($0.92)

Oracle Corporation $36,704.0 $0.43 $0.45 ($0.02)

eBay Inc. $11,651.7 $1.51 $1.51 $0.00

Symantec Corporation $6,722.0 $0.32 $0.27 $0.05

Cadence Design Systems Inc. $1,149.8 $0.04 $0.09 ($0.05)

Monster Worldwide, Inc. $1,040.1 $0.09 $0.12 ($0.03)

Rackspace Hosting, Inc. $1,025.1 $0.18 $0.15 $0.03

Compuware Corporation $993.3 $0.10 $0.12 ($0.02)

Informatica Corporation $783.8 $0.38 $0.34 $0.04

MicroStrategy Inc. $562.2 $0.81 $0.94 ($0.13)

QuinStreet, Inc. $393.6 $0.09 $0.09 $0.00

Concur Technologies, Inc. $369.6 ($0.02) $0.00 ($0.02)

NetSuite Inc. $236.3 ($0.11) ($0.11) $0.00

Aspen Technology, Inc. $223.0 $0.04 ($0.09) $0.13

Saba Software, Inc. $121.3 ($0.16) ($0.17) $0.01

Keynote Systems Inc. $111.3 $0.22 $0.10 $0.12

PROS Holdings, Inc. $96.6 $0.08 $0.05 $0.03

Callidus Software Inc. $83.8 ($0.11) ($0.14) $0.03

Pervasive Software Inc. $49.4 $0.03 $0.02 $0.01

GAAP EPS

Page 5


In all, the U.S. markets have not been particularly kind to new issuances during the year from any continent, asrepresented by the return six months after the initial offering. So far, only Qihoo 360, an Internet and mobile securityplayer, and LinkedIn, the high profile social network for working professionals, have performed above par. LinkedIntraded over $90.00 at the time of this report (early February). Of the more recent IPOs, Zillow, Imperva, Tangoe andJive have posted early gains. Zynga was initially flat and has moved upward in February. Angie’s List also reboundedafter an initial post-IPO dip that had the stock trading below its initial offering price. Carbonite, who provides a solutionfor backing up data online, is currently trading just below its initial offering price and has slid down after a few shortdays of hot trading following itsgoing out date. Tudou, a Chineseonline video company, has notperformed well thus far, currentlytrading around $14.00 and far offits initial price of $29.00. Ourreport does not track results forsuch other software related IPOs indifferent verticals, such as Groupon(GRPN) and Pandora Media (P).

The chart on the right, whichshows total equity and debtfinancings for public U.S. softwarecompanies with marketcapitalizations $25MM-$500MM,shows theheighted activityin the first half of2011, particularlyas companiesraised largeamounts of capitalfrom debtissuances in thesecond quarter.The table belowshows the 25largest financingsby publiccompanies in2011. 20 of the 25largest deals weredebt financings.Each of thesecompanies tookadvantage of lowinterest rates tocollectively sell inexcess of $10billion in bonds orconvertible notes.

$-

$20

$40

$60

$80

$100

$120

$140

$160

-

2

4

6

8

10

12

1Q2010 2Q2010 3Q2010 4Q2010 1Q2011 2Q2011 3Q2011 4Q2011

U.S. Software Public Company Financing ActivityCompanies with Market Capitalization $25m-$500m

Debt Raised Equity Raised Equity Deals Debt Deals

Closed Date Company

Amount Raised

($MMs) Transaction Type Transaction Primary Features

12/12/2011 Oracle Corporation (NasdaqGS:ORCL) $3,250.0 Public Offering Fixed-Income Offering

05/16/2011 Google Inc. (NasdaqGS:GOOG) $999.8 Public Offering Fixed-Income Offering


02/03/2011 Microsoft Corporation (NasdaqGS:MSFT) $991.5 Public Offering Fixed-Income Offering


07/06/2011 Equinix, Inc. (NasdaqGS:EQIX) $750.0 Public Offering Fixed-Income Offering


11/16/2011 LinkedIn Corporation (NYSE:LNKD) $621.3 Public Offering Follow-on Equity Offering

10/18/2011 Nuance Communications, Inc. (NasdaqGS:NUAN) $600.0 Public Offering Fixed-Income Offering


02/18/2011 Zynga, Inc. (NasdaqGS:ZNGA) $490.0 Private Placement Growth Capital/Private Equity

03/14/2011 WebMD Health Corp. (NasdaqGS:WBMD) $395.0 Public Offering Fixed-Income Offering

01/11/2011 WebMD Health Corp. (NasdaqGS:WBMD) $388.0 Public Offering Fixed-Income Offering

09/26/2011 EarthLink Inc. (NasdaqGS:ELNK) $300.0 Public Offering Fixed-Income Offering

05/17/2011 EarthLink Inc. (NasdaqGS:ELNK) $289.7 Public Offering Fixed-Income Offering

04/04/2011 Mentor Graphics Corp. (NasdaqGS:MENT) $253.0 Public Offering Fixed-Income Offering

11/11/2011 Take-Two Interactive Software Inc. (NasdaqGS:TTWO) $220.0 Public Offering Fixed-Income Offering

12/06/2011 Bankrate, Inc. (NYSE:RATE) $218.8 Public Offering Follow-on Equity Offering

07/28/2011 Bankrate, Inc. (NYSE:RATE) $195.0 Public Offering Fixed-Income Offering

02/03/2011 SS&C Technologies Holdings, Inc. (NasdaqGS:SSNC) $193.6 Public Offering Follow-on Equity Offering

04/06/2011 IntraLinks Holdings, Inc. (NYSE:IL) $191.3 Public Offering Follow-on Equity Offering

05/10/2011 Ancestry.com Inc. (NasdaqGS:ACOM) $182.7 Public Offering Follow-on Equity Offering

03/30/2011 TiVo Inc. (NasdaqGS:TIVO) $172.5 Public Offering Fixed-Income Offering

07/22/2011 SS&C Technologies Holdings, Inc. (NasdaqGS:SSNC) $134.4 Public Offering Follow-on Equity Offering

05/10/2011 Dice Holdings, Inc. (NYSE:DHX) $127.0 Public Offering Follow-on Equity Offering

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2011 Year End Review &

MERGER AND ACQUISITION ACTIVITY. Overall, total M&A activity was relatively flat in 2011 (vs 2010) based on number of

transactions. However, there were a number of large acquisitions during the year. Throughout the year we saw anumber of companies making bets on which emerging technologies, solutions and business models will ultimatelyprevail, particularly as it relates to Cloud-based offerings and subscription (SaaS) revenue models. Certain sectors sawheightened activity, such as within the Human Capital Management space, as vendors jockeyed for position and lookedto round out their product suites. The majority of targets were smaller players with point solutions and/or focused oncertain HCM facets (e.g., Plateau Systems, a learning management provider, acquired by SuccessFactors). However, anumber of larger suite players were also in play. SuccessFactors itself is set to be sold to SAP and Oracle recentlyannounced its intent to purchase Taleo (TLEO) for $1.9 billion and 5.7x TTM revenue.

In Q4, activity increased over Q3 in terms of reported dollar value, but declined based on total number of transactions.There were 2 transactions over $1 billion in Q4 (the lowest total since Q1), including the take private of Blackboard byProvidence Equity Partners and HP’s mammoth takeover of U.K.-based Autonomy Corp for $11 billion. After adjustingfor the Autonomy deal, transaction dollar volume was significantly lower in Q4 than the previous three quarters.

Perhaps most pressing forsoftware companies with aneye towards an M&A event isthe data suggested by exitmultiples paid over the lastthree quarters. Since postinga recent high of 4.28x revenuein Q1, the median EV/Revenuemultiple has ticked down to2.04x in Q4. The froth so freshas a couple of quarters ago, aswell as recent public companyexit multiples (SuccessFactors–12x revenue, RightNow-7xrevenue, LoopNet-8x revenue)is no doubt causingmismatches between buyerand seller expectations. In Q4,there were four transactions with EV/Revenue valuations north of 4point out that it appears that 3x is quickly becoming the bench

$12,357

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50

100

150

200

250

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1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10

U.S. Software M&A Activity and Transaction ValueAll Transactions

Total $ Value Total Transactions

2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11

Outlook

x, including two of the three largest deals). We alsomark that all moderately valued private software

Source: CapitalIQ; based on U.S. targets and/or buyers

Page 7

companies seem to believe they should be valued (rightly or wrongly). However, there were eleven transactions withmultiples below 3x during the quarter. We believe it will take several more quarters (at least) of strong M&A activityand visible pricing to understand how this potential buyer/seller mismatch will play out.

It is no surprise that most transactions are below $100MM or undisclosed. However, there have recently been a largernumber of big transactions (over $500MM) completed, mostly by large publics and private equity-backed privates. Forexample, there have been thirteen deals over $1 billion in the last four quarters (including nine in Q2 and Q3) vs. 11total in the previous ten quarters combined.

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Software Buyersions of Software Companies in 20

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Page 8


Private equity activity alsoremained strong in 2011,particularly through thefirst half of the year. TheCarlyle Group and ApaxPartners both made twolarge acquisitions. Apaxcombined its purchase ofActivant with itsacquisition of publicly-held Epicor Software for atotal purchase of over $1.8billion. For the most part, financial buyers employed much more discretion in terms of valuation, with only Carlyle’sacquisition of Syniverse, also a public company, exceeding 4x revenue. However, on an EBITDA basis, which is surelythe focus of the transaction, Carlyle paid a modest 11.5x. Syniverse was/is very profitable (EBITDA marginsapproaching 40%). We expect private equity activity to remain robust in 2012, if for no other reason than the verylarge amounts of dry powder (over $400 billion) to invest. Funds will continue to look for opportunities that candemonstrate consistent profitability and avenues for growth, both organically and via acquisitions. Furthermore, weexpect private equity-backed software companies to be the largest group of acquirers in 2012.

There were over twenty acquisitions of U.S. exchange listed software companies were announced in 2011, along withseveral other completed deals that were announced in 2010. Of those announced in 2011, ten had transactions valuesexceeding $1 billion, including one private equity-backed deal (Golden Gate/Infor’s acquisition of Lawson Software)and two take privates (Providence/Blackboard and Apax/Epicor). A number of plays were made to take in leading SaaSbased companies, including Rightnow (Oracle), Blackboard, SuccessFactors (SAP) and LoopNet (CoStar).

Private Equity Buyers of Software CompaniesU.S. Targets and/or Buyers

Acquisitions of U.S. Exchange Listed Software CompaniesTransactions Announced in 2011

($MMs)

Announced

Date Target Buyer(s) Status

Transaction

Value ($MMs)

LTM

Revenue

LTM

EBITDA

EV/

Revenue

EV/

EBITDA

12/02/2011 SuccessFactors, Inc. (NYSE:SFSF) SAP America, Inc. Announced $3,764.4 $291.8 ($27.2) 12.05x -

04/26/2011 Savvis, Inc. CenturyLink, Inc. (NYSE:CTL) Closed $3,084.3 $973.4 $229.2 3.04x 12.93x

03/11/2011 Lawson Software, Inc. Golden Gate Capital; Infor Global Solutions, Inc. Closed $2,081.5 $755.2 $134.4 2.36x 13.24x

02/22/2011 Mentor Graphics Corp. (NasdaqGS:MENT) Carl Icahn Announced $1,815.1 $914.8 $117.7 2.14x 16.47x

06/30/2011 Blackboard Inc. Providence Equity Partners LLC Closed $1,851.8 $481.4 $79.1 3.67x 22.33x

03/27/2011 GSI Commerce, Inc. eBay Inc. (NasdaqGS:EBAY) Closed $2,381.4 $1,358.0 $103.9 1.58x 20.52x

10/23/2011 Rightnow Technologies Inc. Oracle Corporation (NasdaqGS:ORCL) Closed $1,762.9 $216.2 $23.9 7.04x 63.76x

01/27/2011 Terremark Worldwide, Inc. Verizon Communications Inc. (NYSE:VZ) Closed $1,910.6 $340.7 $82.1 5.41x 22.43x

07/11/2011 Radiant Systems, Inc. NCR Corp. (NYSE:NCR) Closed $1,241.7 $367.2 $55.1 3.10x 20.67x

04/04/2011 Epicor Software Corporation Apax Partners Worldwide LLP Closed $1,041.9 $369.6 $103.4 2.10x 17.51x

04/27/2011 LoopNet, Inc. (NasdaqGS:LOOP) CoStar Group Inc. (NasdaqGS:CSGP) Announced $751.5 $79.9 $21.6 8.19x 30.31x

07/26/2011 S1 Corporation (NasdaqGS:SONE) ACI Worldwide, Inc. (NasdaqGS:ACIW) Announced $510.4 $227.3 $12.3 1.80x 29.76x

11/30/2011 Magma Design Automation Inc. (NasdaqGM:LAVA) Synopsys Inc. (NasdaqGS:SNPS) Announced $549.4 $146.4 $17.5 3.41x 28.40x

08/15/2011 Renaissance Learning Inc. Permira Advisers Ltd. Closed $485.1 $136.1 $39.6 3.50x 12.02x

06/15/2011 MediaMind Technologies Inc. Digital Generation, Inc. (NasdaqGS:DGIT) Closed $523.9 $83.7 $14.8 5.05x 28.50x

12/07/2011 DemandTec, Inc. (NasdaqGS:DMAN) International Business Machines Corp. (NYSE:IBM) Announced $486.4 $146.4 $17.5 4.79x -

09/14/2011 Fundtech Ltd. BServ, Inc. Closed $382.4 $151.4 $19.9 2.04x 15.50x

06/10/2011 Gerber Scientific, Inc. Vector Capital; CITIC Capital Partners Closed $297.8 $462.5 $16.1 0.62x 17.84x

02/01/2011 NaviSite, Inc. Time Warner Cable Inc. (NYSE:TWC) Closed $331.8 $131.0 $24.3 2.49x 12.29x

12/21/2011 InsWeb Corp Bankrate, Inc. (NYSE:RATE) Closed $57.2 $52.2 $2.9 1.07x 19.34x

11/10/2011 Bitstream Inc. (NasdaqCM:BITS) Monotype Imaging Holdings Inc. (NasdaqGS:TYPE) Announced $50.0 $27.5 ($3.7) - -

05/16/2011 5to1 Holding Corp. Yahoo! Inc. (NasdaqGS:YHOO) Closed $28.3 $0.8 ($7.2) 33.76x -

08/01/2011 Vertro, Inc. (NasdaqCM:VTRO) Inuvo, Inc. (AMEX:INUV) Announced $19.4 $35.2 $0.8 0.48x -

09/23/2011 Superclick, Inc. AT&T Corp. Closed $15.0 $11.3 $2.0 1.09x 6.03x

Page 9


Top 50 Largest U.S. Target and/or Buyer Transactions of 2011Transactions Closed in 2011

Closed Date Target Buyer

Transaction

Value ($MMs)

EV/

Revenue EV/ EBITDA

10/13/2011 Autonomy Corp. plc Hewlett-Packard Company (NYSE:HPQ) $11,036.8 11.06x 25.17x

02/28/2011 McAfee, Inc. Intel Corporation (NasdaqGS:INTC) $7,696.1 3.45x 16.06x

07/15/2011 Savvis, Inc. CenturyLink, Inc. (NYSE:CTL) $3,084.3 3.04x 12.93x

01/13/2011 Syniverse Holdings, Inc. The Carlyle Group LP $2,721.5 4.15x 11.49x

06/17/2011 GSI Commerce, Inc. eBay Inc. (NasdaqGS:EBAY) $2,381.4 1.58x 20.52x

04/27/2011 Novell, Inc. Attachmate Corporation $2,144.6 1.25x 8.66x

07/05/2011 Lawson Software, Inc. Golden Gate Capital; Infor Global Solutions, Inc. $2,081.5 2.36x 13.24x

04/07/2011 Terremark Worldwide, Inc. Verizon Communications Inc. (NYSE:VZ) $1,910.6 5.41x 22.43x

10/04/2011 Blackboard Inc. Providence Equity Partners LLC $1,851.8 3.67x 22.33x

08/12/2011 PopCap Games, Inc. Electronic Arts Inc. (NasdaqGS:EA) $1,301.3 - -

08/22/2011 Radiant Systems, Inc. NCR Corp. (NYSE:NCR) $1,241.7 3.10x 20.67x

05/13/2011 Epicor Software Corporation Apax Partners Worldwide LLP $1,041.9 2.10x 17.51x

01/05/2011 Art Technology Group, Inc. Oracle Corporation (NasdaqGS:ORCL) $1,032.7 4.54x 32.10x

11/07/2011 Travelex Global Business Payments, Inc. Western Union Co. (NYSE:WU) $975.3 4.28x 13.59x

05/16/2011 Activant Solutions Apax Partners Worldwide LLP $890.0 - -

01/04/2011 Property Information business of Macdonald Dettwiler including 50% stake in Wertweiser GmbhTPG Capital $849.0 - -

10/27/2011 Network Solutions, LLC Web.com Group, Inc. (NasdaqGS:WWWW) $793.7 - 8.82x

04/12/2011 ITA Software, Inc. Google Inc. (NasdaqGS:GOOG) $700.0 - -

02/11/2011 Sonic Solutions Rovi Corporation (NasdaqGS:ROVI) $698.1 6.22x -

01/21/2011 Aprimo, Incorporated Teradata Corporation (NYSE:TDC) $525.0 - -

07/22/2011 MediaMind Technologies Inc. Digital Generation, Inc. (NasdaqGS:DGIT) $523.9 5.05x 28.50x

06/14/2011 Explore Information Services, L.L.C. Audatex North America, Inc. $520.0 6.61x 16.67x

08/10/2011 Seismic Micro-Technology, Inc. IHS Inc. (NYSE:IHS) $502.0 8.42x 20.16x

10/28/2011 Triple Point Technology, Inc. Welsh, Carson, Anderson & Stowe $500.0 - -

10/19/2011 Renaissance Learning Inc. Permira Advisers Ltd. $485.1 3.50x 12.02x

03/31/2011 EskoArtwork NV Danaher Corp. (NYSE:DHR) $469.8 1.90x -

02/11/2011 BI Incorporated GEO Care, Inc. $415.0 - -

06/24/2011 Clearwell Systems, Inc. Symantec Corporation (NasdaqGS:SYMC) $410.0 - -

02/03/2011 Wireless Generation, Inc. News Corp. (NasdaqGS:NWSA) $390.0 - -

11/30/2011 Fundtech Ltd. BServ, Inc. $382.4 2.04x 15.50x

10/21/2011 Algorithmics, Inc. OpenPages, Inc. $380.2 2.32x 34.88x

06/02/2011 Iron Mountain Inc., Key Assets of Digital Division Autonomy Corp. plc $380.0 - -

04/21/2011 NaviSite, Inc. Time Warner Cable Inc. (NYSE:TWC) $331.8 2.49x 12.29x

08/16/2011 Interactive TKO, Inc. CA Technologies (NasdaqGS:CA) $330.0 8.46x -

03/04/2011 HuffingtonPost.com LLC AOL, Inc. (NYSE:AOL) $315.0 - -

05/31/2011 MKS Inc. Parametric Technology Corporation (NasdaqGS:PMTC) $304.5 4.14x 20.99x

08/22/2011 Gerber Scientific, Inc. Vector Capital; CITIC Capital Partners $297.8 0.62x 17.84x

01/14/2011 webloyalty.com, Inc. Affinion Group, Inc. $296.3 1.38x 6.45x

06/28/2011 Plateau Systems, LTD. SuccessFactors, Inc. (NYSE:SFSF) $290.0 - -

06/03/2011 Cryptography Research, Inc. Rambus Inc. (NasdaqGS:RMBS) $288.3 11.96x 37.47x

04/05/2011 Aster Data Systems, Inc. Teradata Corporation (NYSE:TDC) $288.0 - -

07/13/2011 Global 360, Inc. Open Text Corp. (NasdaqGS:OTEX) $258.7 2.87x -

09/08/2011 Meetic S.A. (ENXTPA:MEET) Match.com, L.L.C. $253.4 1.65x 7.43x

04/12/2011 Mortgagebot LLC Davis + Henderson Corporation (TSX:DH) $231.8 6.15x 11.48x

02/18/2011 Riot Games, Inc. Tencent Holdings Ltd. (SEHK:700) $231.5 - -

07/01/2011 dynaTrace software GmbH Compuware Corporation (NasdaqGS:CPWR) $231.4 8.90x -

05/31/2011 Schoolnet, Inc. Pearson plc (LSE:PSON) $230.0 - -

04/30/2011 CambridgeSoft Corporation PerkinElmer Inc. (NYSE:PKI) $227.4 - -

03/01/2011 PlaySpan, Inc. CyberSource Corporation $220.0 - -

01/03/2011 Heroku, Inc. Salesforce.com (NYSE:CRM) $216.7 - -

Page 10


Notable Acquisitions of U.S. SaaS CompaniesTransactions Announced in 2011

Page 11


In the mid-market, the core focus of B. Riley’s transaction activity, activity declined slightly in Q4 and lagged the thirdand fourth quarter of 2010 entirely—both in terms of total transactions and disclosed dollar volume. After adjustingfor the Autonomy deal in Q4, we believe this trend is similar to what we are seeing in the broader software market. Webelieve the decline is partially due to timing (i.e., transactions slipping into 2012) and partially due to buyers’ desire tofeel positive about their internal plans and growth initiatives before pulling the trigger and the aforementionedmismatch between buyer and seller expectations, some of which could also be contributing to a few deals slipping intoQ1 2012. Lackluster economic conditions tend to have a more profound impact on transaction activity in the mid-market as smaller companies often feel much larger vibrations than their larger peers.

$4,413

$3,419

$3,927

$5,370

$936 $1,018

$2,708

$4,316

$1,907

$3,308

$3,847

$5,473

$3,201

$4,733

$3,446$3,222

0

5

10

15

20

25

30

35

40

45

50

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11

U.S. Software M&A Activity and Transaction ValueTransaction Value $25 - $500 Million

Total $ Value Total Transactions

Page 12


PRIVATE COMPANY DISCUSSION. 2011 was a strong year for privately-held software companies, as large numbers of

companies raised equity and debt capital from a wide variety of VC and private equity funds throughout the year. Intotal, private companies took in over $14 billion in total proceeds in over 1,300 transactions for an average of $10.7million per transaction. Of these transactions, the majority continue to be VC investments in early and late stagesoftware companies in a variety of segments. Again, investors looked to invest large sums in proven businesses withsustained, high growth potential. However, private companies growing at less than 30% per year will have a muchharder time gaining the attention and wallets of private software investors. For the time being at least, the largenumber of emerging growth companies—many of which are Internet driven—are commanding the mindshare ofrelevant VC and private equity investors.

2011 saw investors pour billions into Internet-based business, including social media companies, online storage andInternet retail. Facebook led the charge in January by offering $1 billion worth of class A common shares in atransaction that was marketed only to non-U.S. investors. The largest deal of the year went to The Go Daddy Group,which provides domain name registration and Web site hosting services in the United States. The Internet companyraised $2.25 billion in a combination of equity and debt from new investors Kohlberg Kravis Roberts & Co., Silver LakePartners and Technology Crossover Ventures. Go Daddy raked in sales of roughly $950 million in 2010. Dropbox, theonline storage and file sharing company who was founded in 2007, pulled in $250 million in series B funding from agroup of top VC firms. The young company’s last round was valued at $3.9 billion on a post-money basis. While the IPOmarkets did begin to show signs of opening up in late 2011 and early 2012 (Facebook filed its S-1 on February 1st withthe intention to raise $5 billion), we believe that private software companies will continue to access the private capitalmarkets for equity and debt for the foreseeable future. For now, it appears that going public is not in the cards foreveryone. The bar has been raised for would be public entrants. For example, TrueCar, which provides online new carpricing information in the United States, in September raised $200 million in a round of debt and equity from a group offinancial and strategic investors. TrueCar management has said that with access to cash seemingly readily availablethey have no intentions of accessing the public markets any time soon.

In addition, several buyouts of large public softwarecompanies were followed by fixed income offerings tothe public. Each of Epicor (bought by Apax Partners),Lawson (bought by Golden Gate Capital and Infor) andSyniverse (bought by The Carlyle Group) eachcommenced public offerings in conjunction with theiracquisition, collectively raising nearly $1.5 billioncorporate bonds/notes. The chart below shows totaldebt and equity fund raising for U.S. softwarecompanies in 2010 and 2011.

$1,337

$1,995

$1,547

$3,332

$3,897

$3,405

$4,713

$2,283214

284251

316311

389

348 344

0

50

100

150

200

250

300

350

400

450

$100

$600

$1,100

$1,600

$2,100

$2,600

$3,100

$3,600

$4,100

$4,600

$5,100

1Q2010 2Q2010 3Q2010 4Q2010 1Q2011 2Q2011 3Q2011 4Q2011

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U.S. Private Company Software Financings (Debt & Equity)

176

239209

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42

40

44 53

71

51 56

100

150

200

250

300

350

400

450

1Q2010 2Q2010 3Q2010 4Q2010 1Q2011 2Q2011 3Q2011 4Q2011

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Venture Capital vs. Growth Equity Transactions

Venture Capital Private Equity

Page 13


Top 25 Largest U.S. Private Software Financings of 2011 (Debt & Equity)Transactions Closed in 2011

Closed

Date Company

Amout

Raised

($MMs) Investors/Sponsor

07/01/2011 The Go Daddy Group, Inc. $2,250.0 Kohlberg Kravis Roberts & Co. (NYSE:KKR); Silver Lake Partners; Technology Crossover Ventures

01/21/2011 Facebook, Inc. $1,000.0 NA

09/12/2011 Zfere Holdings Inc. $681.8 Equity Partners Fund SPC

06/30/2011 Lawson Software, Inc. $516.0 Golden Gate Capital

09/26/2011 Syniverse Holdings, Inc. $475.0 The Carlyle Group

05/16/2011 Epicor Software Corporation $465.0 Apax Partners

06/10/2011 Audatex North America, Inc. $450.0 Solera Holdings (NYSE:SLH)

08/01/2011 Twitter, Inc. $400.6 Kleiner, Perkins, Caufield & Byers; T. Rowe Price Group, Inc. (NasdaqGS:TROW); Lowercase Capital;

DST Global

04/04/2011 Aspect Software, Inc. $300.0 -

10/18/2011 Dropbox, Inc. $250.0 Accel Management Co, Inc.; Benchmark Capital; Greylock Partners; Institutional Venture Partners;

Sequoia Capital; Index Ventures; RIT Capital Partners plc (LSE:RCP); Goldman Sachs Group,

Investment Banking and Securities Investments; Valiant Capital Partners

07/01/2011 Westlake Services, Inc. $249.6 Marubeni Corporation (TSE:8002); Marubeni America Corporation; iSigma Capital Co. Ltd.

09/07/2011 TrueCar, Inc. $200.0 GRP Partners; Guthy-Renker LLC; United Services Automobile Association; DealerTrack Holdings,

Inc. (NasdaqGS:TRAK); Capricorn Investment Group LLC; McCombs Partners

06/09/2011 Coupons.com Incorporated $200.0 -

04/07/2011 Terremark Worldwide, Inc. $192.1 Verizon Communications Inc. (NYSE:VZ)

11/10/2011 WhaleShark Media, Inc. $150.0 Institutional Venture Partners; J.P. Morgan Asset Management, Inc.; Russian Venture Company (Open

Joint Stock Company), Investment Arm

07/20/2011 Cvent, Inc. $135.9 Insight Venture Partners; New Enterprise Associates; Greenspring Associates, Inc.

01/05/2011 OSIsoft, Inc. $135.0 Kleiner, Perkins, Caufield & Byers; Technology Crossover Ventures

09/21/2011 Rearden Commerce, Inc. $133.0 JPMP Capital, LLC; American Express Company (NYSE:AXP); Citi Venture Capital International

07/25/2011 Airbnb, Inc. $112.0 General Catalyst Partners; Andreessen Horowitz; DST Global

04/04/2011 IO Data Centers, LLC $105.0 Sterling Partners; J.P. Morgan Asset Management, Inc.

07/18/2011 Zfere Holdings Inc. $100.0 Equity Partners Fund SPC

08/29/2011 Kabam, Inc. $86.3 Canaan Partners; Redpoint Ventures; Intel Capital; Pinnacle Ventures; Performance Equity

Management LLC; Google Ventures; SK Telecom Ventures; Keating Capital, Inc. (NasdaqCM:KIPO)

10/24/2011 Workday, Inc. $85.0 T. Rowe Price Group, Inc. (NasdaqGS:TROW); Janus Capital Group, Inc. (NYSE:JNS); Morgan

Stanley Investment Management Inc.; Bezos Expeditions, LLC

09/26/2011 Tumblr, Inc. $85.0 Greylock Partners; Insight Venture Partners; Menlo Ventures; Sequoia Capital; Union Square

Ventures; Spark Capital; The Chernin Group, LLC

09/14/2011 Opera Solutions, LLC $84.0 Silver Lake Partners; Accel-KKR LLC; JGE Capital Management, LLC; Invus Financial Advisors, LLC;

Tola Capital

Page 14


Page 15


Outlook for 2012

Key themes in 2012 continue to be economic uncertainty on a global level, the health of the IPO markets, continuedM&A and further penetration of emerging cloud-based product and service offerings. While the majority of softwarecompanies grew in 2011, global economic uncertainty will continue to weigh on consumer confidence, ITbudgeting/planning and overall transaction activity. A major focus for B. Riley’s software group in 2012 will becentered on growth – who is growing, how are they doing it and what must other players do to keep up. Throughoutthe past year, we saw a large number of companies spending heavily on sales and marketing as they sought to capturemarket share, even in the face of short run operating losses—the thinking being that handsome profits would beachieved once critical mass was captured. Some of the software companies with the highest forecasted growth rates,such as Cornerstone OnDemand, LogMeIn and Qlik Technologies spent nearly 50% or more of revenue on sales andmarketing. Cornerstone spent approximately 60% of its revenue on sales and marketing in 2011; Qlik spent 55%.Loaded with cash, these and other similar players clearly have the growth engine in place and primed (Qlik stillgenerated 7% EBITDA margins in 2011). Will companies continue to spend aggressively on sales and marketing, evenin spite of short run losses? For how long? (We believe the answers are yes and as long as customer satisfactionremains high). Companies must balance these questions along with their engineering, research and developmentbudgets to ensure they do not fall behind. SaaS companies, in particular, are forced to remain on the cutting edge anddeliver product enhancements to keep their subscription customers happy…switch out costs or not as unbearable asperhaps they once were.

Access to capital for both public and private software companies will be another major focus of ours, especially as itrelates to open IPO windows and the desire (or reluctance) of private companies to float their stock. If the markets donot open or are not as receptive as needed, the large number of private equity funds and VCs seeking liquidity will haveto look elsewhere. While a few IPOs early in 2012 have done well thus far (Guidewire recently traded north of $23.00/share; it went public at $13.00/share on January 24th), a number of companies have yet to recover from the downturnin late summer 2011. Adding fuel to the IPO fire (or lack thereof) is the over $400 billion of dry powder currently heldby the private equity community—money that will eventually have to be invested. Low interest rates continue to makedebt an attractive and low cost form of financing, not only to fuel growth but to provide leverage in M&A transactions,something in high need.

Consolidation within the industry will also obviously be top of mind. We will be looking for the next wave ofconsolidation to hit various sectors, much as it did for the Human Capital Management vendors in 2011. Key segmentswe will be watching are: Mobile, Big Data, Virtualization (especially desktop) and Storage/Data Center. The cloud isnow pervasive and near commonplace. Large and small companies are not hesitating to move to the cloud. We expectthe largest software players to continue spending heavily in 2012. These companies have sophisticated internal M&Aand integration teams that allow them to execute larger transactions that seek to expand customer base, add uniqueproduct features and capture specific vertical market or technology functions. However, regardless of the sector,companies large and small must make appropriate decisions on how to deploy capital and expends its resourcesto generate growth. This means carefully picking your battles. We also believe this means that even the smallerplayers who have held on tightly to their cash must eventually begin to find more strategic uses of their capital. Thisshould happen once executives feel they can grasp a clearer picture of the future economic climate.

Lastly, we will be watching the continued play out of SaaS vs. on-premise license models, as an increasing number ofcompanies adapt their business/revenue models to meet customer demand and expectations. While SaaS has receivethe bright lights and fame, the recognition is due: most SaaS companies are growing quickly. However, we also believestrongly that on-premise will serve a need far out into the future and that more companies will offer both models in thefuture. On-premise license revenue still dwarfs SaaS revenue, but the gap is quickly shrinking. The gradual adoption ofemerging cloud offerings, such as platform as a service (“PAAS”) and infrastructure as a service (“IAAS”) will also growsymbiotically with SaaS. Finally, we will keep watch on smaller market trends, such as increased emphasis on andadoption of emerging software tools within certain industry verticals, such as insurance, education and other nichesectors that have been either slower to adopt next generation solutions or have been severely negatively impacted bythe economic downturn (e.g, construction, mortgage, etc.).

Page 16


B. Riley: A Consistent Voice for Middle Market Companies

Headquartered in Southern California, B. Riley is an independent investment bank focused on institutional research,

trading and corporate finance activities for middle market companies. The firm is supported by 70 investment

professionals with offices in Los Angeles, Newport Beach, San Francisco, New York and Philadelphia

Investment Banking:

B. Riley’s investment bankers specialize in providing diversified corporate finance products and services to

middle-market companies

Completed engagements with an aggregate value in excess of $1.5 billion since January 2010

Research:

B. Riley’s analysts publish research on over 140 publicly traded securities

Focus primarily on misunderstood and/or under-followed middle market companies

Sales and Trading:

B. Riley’s equity and fixed-income traders make markets in over 150 securities

Active trading relationships with substantially all major institutional money managers

B. Riley specializes in providing comprehensive investment banking services to privately-held,emerging, software companies in a variety of industry verticals

M&A

Buy-Side & Sell-Side M&A

Corporate Divestitures

Going Privates

Fairness Opinions

Special Committee Assignments

Defense Advisory

Capital Formation

IPOs / Follow-On Financings

Registered Direct Offerings

Private Placements – Debt and Equity

Recapitalizations

Financial Advisory

Valuations

Regulatory Compliance Opinions

Corporate Governance Advisory

OTCQX Advisory

Undisclosed

FinancialAdvisory

Undisclosed

Sale to

$39,000,000

Fairness opinionrelating to sale of

Numbering Business to

Undisclosed

Sale of assets to

$27,500,000

Divestiture of AVV to

$25,800,000

Series B & DConvertible Preferred

Stock and Senior CreditFacility

Undisclosed

Sale to

$49,390,000

Sale to

Undisclosed

Sale to

Undisclosed

Sale of majority interestto

Undisclosed

Merger with

BPO ManagementServices

Undisclosed

M&A Advisory andFairness Opinion

B. Riley Software Update: 2011 Year End Review & Outlook

Economy & Finance

software index

software valuations

software world

purchasers of software

private software companies

software sector withboth

onour software universe

quarterly software report