Determine Inc. Patrick Stakenas, President and CEO · full “Source to Pay” and Enterprise Contract Lifecycle Management (ECLM). • Growing, multi billion dollar market opportunity

Determine Inc. Patrick Stakenas, President and CEO

Forward Looking StatementsCertain statements in this release and elsewhere by Determine are forward-lookingstatements within the meaning of the federal securities laws and the Private SecuritiesLitigation Reform Act of 1995. Such statements may include, without limitation,statements about business outlook, assessment of market conditions, anticipatedfinancial and operating results, strategies, future plans, contingencies and contemplatedtransactions of the Company. Such forward-looking statements are not guarantees offuture performance and are subject to known and unknown risks, uncertainties andother factors which may cause or contribute to actual results of Company operations, orthe performance or achievements of the Company or industry results, to differmaterially from those expressed, or implied by the forward-looking statements. Inaddition to any such risks, uncertainties and other factors discussed elsewhere herein,risks, uncertainties and other factors that could cause or contribute to actual resultsdiffering materially from those expressed or implied for the forward-looking statementsinclude, but are not limited to the fluctuations in demand for Determine’s products andservices; government policies and regulations, including, but not limited to thoseaffecting the Company’s industry. Determine undertakes no obligation to publicly updateany forward-looking statements, whether as a result of new information, future eventsor otherwise. Additional risk factors concerning the Company can be found in theCompany’s most recent Form 10-K, filed by the Company with the Securities andExchange Commission.

2 Copyright 2015, all rights reserved, Determine is a registered trademark

Investment Highlights:

• Industry leading provider of SaaS software solutions for full “Source to Pay” and Enterprise Contract Lifecycle Management (ECLM).

• Growing, multi billion dollar market opportunity.

• Global 2000 customer base.

• Management focused on achieving sales growth and significantly improving profitability.

• NEW Determine Cloud Platform provides a “Game Changing” disruptive technology.


Patrick Stakenas President & CEO

Jeffrey Grosman COO

John Nolan CFO

Julien Nadaud Chief Products Officer

Eric Faulkner CTO

Dave Bush Chief Sales Officer

Rose Lee SVP Marketing

Experienced Leadership Team:


San MateoCorp HQ

London, UKSales/Ops Office

Odessa, UADevelopmentIndianapolis

Sales/Operations

• Determine, NASDAQ listed: DTRM• ~$30M annual revenue • ~160 people worldwide • Offices around the world; Headquarters - San Francisco, CA

Our Locations: Combined DNA of technology innovators

Aix-en-ProvenceSales/Dev/Ops Office

Hamburg, GERSales/Ops Office


AtlantaDev/Operations

Determine’s solutions are Gartner Visionaries:

Supply Management: December 2014 Procure-to-Pay: January 2015


Evolution of the Determine business model:

2014-2016

Stage 3: Add ‘P2P’ (Procure to Pay) to SM and ECLM, with the b-pack acquisition for full “source to pay” functionality

January 2014 July 2014 July 2015 October 2015

Stage 1: Developed strategy model: Focus on Enterprise

Contract Lifecycle Management (ECLM)

Stage 2: Add Supply Management (SM) to

ECLM with the IastaAcquisition

Stage 4: RebrandingRolled out, holistic

product marketing and positioning with new

website + brand –integrating the three former companies +

technologies

Road from CPQ/CLM to full ‘Source to Pay’ + ‘ECLM’ solutions provider:

Copyright 2015, all rights reserved, Determine is a registered trademark7

April 2016

Stage 5: New Product

LaunchLaunch of Integrated

Platform for Source to Pay

and ECLM

Cloud Platform

Enterprise Contract Lifecycle Management (ECLM)

• Rationalizing every step of life cycle for all contracts

• Discovery, authoring, approval, negotiation, reporting

• Clients average 10,000+ contracts under management


Supply Management: Upstream Procurement • Onboarding, managing + analyzing spend with suppliers

• Company is particularly well regarded for complete supply management analytics suite


Supply Management: Downstream Procurement • Actually doing the buying against the supplier contracts

• Includes: eCatalogs, order management + invoice management

• Sometimes referred to as P2P (Procure-to-Pay)


Fully Integrated Suite – Determine Cloud PlatformDetermine Enterprise Contract Lifecycle Management + Supply Management

solutions allow enterprises the vision, insight, and control necessary to: Mitigate risk, Reduce cost + Drive revenue

11

Significant Market Opportunity:$7 Billion Total Addressable Market (TAM)*

*Source: Gartner

$M’s Market Growing 12%-14% per Year*


Determine Wins With: Vision + Insight + Control

Determine Ariba Emptoris Bravo SciQuest Apttus Coupa

Completeness of ECLM

Completeness of Source to Pay

Depth of Analytics and Insights

Configurability of Solution and UI

Exceptional Capability

High Capability

Some Capability

Minor Capability

No Capability

• Determine’s deeply integrated cloud technologies are differentiated, and our client focus is greater than the legacy industry goliaths (SAP/Ariba and IBM/Emptoris).

• Mid–Market and Down Market: Want ‘Fortune 50’ functionality… just for less $.


240+ Enterprise Clients

Domestic Customers: Adding new names every quarter


http://www.prudential.com/index

http://www.prudential.com/index

Determine: Select European Customers


Select Recent Wins


• Large Financial Institution:

– One of the largest global financial/credit card firms, signed on as a customer in Q3 FY ‘16.

• Consumer Products Company:

– Mega consumer company with known brand names came aboard –purchasing the CLM and Sourcing suite.

• International Automotive Parts Company:

– International firm signed on for P2P, for 20+ worldwide locations.

• Twenty ‘Most Promising ECLM Solutions Providers’, CIO Review

GROWTH DRIVERS


Revenue Revitalization: Growing the business

• Revitalized and re-focused sales organization.

– Industry focused + experienced Account Executives.

• Focused on growing the customer base.

– Turned the hunters loose on the account base

• Expanding partner network worldwide.

• Market is strong, creating robust pipeline opportunities.

• Platform is a competitive differentiator/disruptor in mid mkt.

– Changes how companies view integrated CLM and S2P

• Added over 45 new top-tier brands to the customer roster in the past fiscal year.


Managing Business Efficiency: Capitalizing on synergies

• Rationalizing R&D, implementation infrastructure / team + sales engineering costs across CLM, Sourcing + P2P development teams (US, France, India, Ukraine).

• Downsizing and re-negotiating real-estate footprint to reflect more distributed workforce.

• Streamlining + consolidating back office infrastructure + business support systems and services.

• Rightsizing the business overall to align, moving swiftly to profitability.


Exceeding Analyst Expectations

Determine 3QFY16 Actuals vs. Analysts


Revenue* Non-GAAP EPS

Determine Actual $7,200 $(0.14)

Lake Street $7,200 $(0.20)

Needham $6,850 $(0.18)

*in thousands

New Coverage March 9th, 2016

DETERMINE, INC. BuyDetermine is on the Road to Recovery, In Our View;Initiate Coverage With a Buy Rating and $4.50 Price Target

DETERMINE SUMMARY FINANCIALS

Copyright 2015, all rights reserved, Determine is a registered trademark

$0.5M

$0.8M$0.9M

$1.0M

$1.2M

$1.0M

$1.4M

$0.0M

$0.2M

$0.4M

$0.6M

$0.8M

$1.0M

$1.2M

$1.4M

$1.6M

Q1'F15 Q2'F15 Q3'F15 Q4'F15 Q1'F16 Q2'F16 Q3'F16

Q3’F16 Bookings Up 64% vs. Year-ago Quarter*

*Bookings are an operating measure not derived from the Company's revenues or any other amounts presented inaccordance with GAAP in the Company's statement of income, balance sheet or statement of cash flows or otherequivalent statements.


$6.9M

$8.1M$8.4M

$8.2M$8.3M

$9.0M

$4M

$5M

$6M

$7M

$8M

$9M

$10M

Q2'F15 Q3'F15 Q4'F15 Q1'F16 Q2'F16 Q3'F16

Deferred Revenue Trend*

*Adjusted for acquisition related deferred revenue write-down.


$6.2M$6.3M

$6.1M

$6.3M

$6.8M

$7.2M

$4M

$5M

$6M

$7M

$8M

Q2'F15 Q3'F15 Q4'F15 Q1'F16 Q2'F16 Q3'F16

Non-GAAP Total Revenue Trend*

*Adjusted for acquisition related deferred revenue write-down.


42.5%

55.6% 55.3%

57.5% 57.5% 57.5%

30%

35%

40%

45%

50%

55%

60%

Q2'F15 Q3'F15 Q4'F15 Q1'F16 Q2'F16 Q3'F16

Non-GAAP Gross Margin Trend*

*Adjusted for stock-based compensation, severance, amortization of intangibles, acquisition related deferred revenue.


-57.6%

-27.5%

-42.7%

-27.3%

-2.1%

15.4%

-70%

-60%

-50%

-40%

-30%

-20%

-10%

0%

10%

20%

Q2'F15 Q3'F15 Q4'F15 Q1'F16 Q2'F16 Q3'F16

Non-GAAP NRR Gross Profit Trend*

*Adjusted for stock-based compensation, severance, acquisition related deferred revenue.


$6.1M

$5.7M

$5.0M$5.0M

$5.2M

$5.5M

$3.0M

$3.5M

$4.0M

$4.5M

$5.0M

$5.5M

$6.0M

$6.5M

Q2'F15 Q3'F15 Q4'F15 Q1'F16 Q2'F16 Q3'F16

Non-GAAP Operating Expenses*

*Adjusted for stock-based compensation, severance, acquisition related costs, amortization of intangibles, impairment of development costs.


($3.5M)

($2.1M)

($1.8M)($1.5M) ($1.6M) ($1.5M)

($4.0M)

($3.5M)

($3.0M)

($2.5M)

($2.0M)

($1.5M)

($1.0M)

($0.5M)

$0.0M

Q2'F15 Q3'F15 Q4'F15 Q1'F16 Q2'F16 Q3'F16

Non-GAAP Earnings Trend*

*Adjusted for acquisition related deferred revenue, stock-based compensation, severance, acquisition related costs, amortization of intangibles, impairment of development costs.


($0.44)

($0.27)

($0.22)

($0.17)

($0.15) ($0.13)

($0.50)

($0.45)

($0.40)

($0.35)

($0.30)

($0.25)

($0.20)

($0.15)

($0.10)

($0.05)

$0.00

Q2'F15 Q3'F15 Q4'F15 Q1'F16 Q2'F16 Q3'F16

Non-GAAP EPS Trend*


*Adjusted for acquisition related deferred revenue, stock-based compensation, severance, acquisition related costs, amortization of intangibles, impairment of development costs.

Summary Income Statement

30

FY2015 FY2016$'000s Q4'F15 Q1'F16 Q2'F16 Q3'F16

Revenue 5,929 6,215 6,765 7,100 Cost of sales 2,970 2,907 3,261 3,418 Gross profit 2,959 3,308 3,505 3,682

GM% 50% 53% 52% 52%

Research and development 803 588 894 1,230 Sales and marketing 3,506 3,441 3,475 3,310 General and administrative 1,432 1,835 1,757 1,933 Acquisition related costs 1,033 237 537 138 Impairment of software development costs 340 - - -

Total operating expenses 7,114 6,101 6,663 6,612 Loss from operations (4,155) (2,794) (3,158) (2,930)

Interest, other and income taxes (111) (148) (267) 85 Consolidated net income (4,266) (2,942) (3,425) (2,845)

Reconciliation to non-GAAP net income* 2,491 1,423 1,862 1,342 Non-GAAP net income (1,775) (1,518) (1,563) (1,502)

Depre & Amort, Interest & Taxes** 161 306 288 58 Non-GAAP EBITDA (1,614) (1,213) (1,275) (1,444)

Non-GAAP basic and diluted earnings per share ($0.22) ($0.17) ($0.15) ($0.13)

* Adjustment for s tock-based comp, severance, acquis i tion related, amortization of intangibles ,impairment of development costs , tax benefi t, deferred revenue adjustment.

** Adjustment for amortization & depreciation, interest, income tax and minori ty shareholderRefer to FY15'Q3 earnings release for reconci l iation of GAAP to Non-GAAP net income.

Balance Sheet:ASSETS LIABILITIES

Current assets Current liabilitiesCash and equivalents 9,840 Credit facility 7,996 AR 6,728 AP 1,938 Prepaids 1,486 Accrued payroll 2,219

Total current assets 18,054 Other accrued liabilities 2,084Deferred revenue 8,870

Property and equipment, net 146 COFACE loan 426Capitalized software 2,974 Deferred tax liabilities 875Goodwill 14,636 Total current liabilities 24,408 Intangibles, net 8,589 Other 948 Long-term deferred revenue 149

Total assets 45,347 Convertible note, net of discount 5,415

Other long-term liabilities 153

Total liabilities 30,125 *As of December 31, 2015

Stockholder's equity 15,222Dollars in thousands Non-controlling interest 114

Total liabilities and equity 45,347

31

Evolution of Business – Strategy is on Track:• Revitalized revenue approach • Management focused on paving a road to profitability• Mergers functionally integrated • Determine Cloud Platform changes the game

THANK YOU

Documents

Determine Inc. Patrick Stakenas, President and CEO · full “Source to Pay” and Enterprise Contract Lifecycle Management (ECLM). • Growing, multi billion dollar market opportunity