Determine Inc. Patrick Stakenas, President and CEO...Summary Income Statement 29 GAAP Income Statement $'000s FY2015 FY2016 $'000s Q3'F15 Q4'F15 Q1'F16 Q2'F16 Revenue 5,984 5,929 6,215

Determine Inc. Patrick Stakenas, President and CEO

Forward Looking Statements

Certain statements in this release and elsewhere by Determine are forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. Such statements may include, without limitation, statements about business outlook, assessment of market conditions, anticipated financial and operating results, strategies, future plans, contingencies and contemplated transactions of the Company. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to actual results of Company operations, or the performance or achievements of the Company or industry results, to differ materially from those expressed, or implied by the forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied for the forward-looking statements include, but are not limited to the fluctuations in demand for Determine’s products and services; government policies and regulations, including, but not limited to those affecting the Company’s industry. Determine undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Additional risk factors concerning the Company can be found in the Company’s most recent Form 10-K, filed by the Company with the Securities and Exchange Commission.

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

Investment Highlights: • A Leading provider of SaaS software solutions for

enterprise contract and supply management.

• Validated by large, brand name, Global 2000 customers.

• Management team is driving the business with new business growth and profitability as the goal.

• Recent acquisitions have accelerated growth and improved ability to achieve profitability and scale.

• Market opportunity is large and growing.

• The turn is upon us.


Patrick Stakenas President & CEO

Jeffrey Grosman COO

John Nolan CFO

Julien Nadaud Chief Products Officer

Eric Faulkner CTO

Dave Bush Chief Revenue Officer

Rose Lee SVP Marketing

Experienced Leadership Team:


San Mateo Corp HQ

London, UK Sales/Ops Office

Odessa, UA Development Indianapolis

Sales/Operations

• Determine listed on the NASDAQ: DTRM

• ~$30M revenue

• ~160 people worldwide

• Offices around the world; Headquarters - San Francisco

Our Locations: Combined DNA of technology innovators

Aix-en-Provence Sales/Dev/Ops Office

Hamburg, GER Sales/Ops Office


Atlanta Dev/Operations

Determine’s solutions are Gartner Visionaries: Soon to be Leaders

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


Evolution of the business model:

2013-2016

Focused on Guided Selling,

CLM + CPQ

Stage 3: Add ‘P2P’ (Procure to Pay) to SM and ECLM,

with the b-pack acquisition for full “source to pay”

functionality

August 2013 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 Iasta

Acquisition

Stage 4: Rebranding Rolled out, holistic

product marketing and positioning with new

website + brand – integrating the three former companies +

technologies

Evolved from a CPQ/CLM focus to a full ‘Source to Pay’ solutions provider:

Copyright 2015, all rights reserved, Determine is a registered trademark 7

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)


Solving Real Business Pain Determine Enterprise Contract Lifecycle Management + Supply Management

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

11

We Win With: Vision + Insight + Control

Determine Ariba Emptoris Bravo SciQuest Apttus Coupa

Completeness of Enterprise CLM

Completeness of Procurement Suite

Depth of Analytics and Insights

Configurability of Solution

Exceptional Capability

High Capability

Some Capability

Minor Capability

No Capability

Determine’s deeply integrated analytics are differentiated and our client focus is greater than the integrated goliaths (SAP/Ariba and IBM/Emptoris)


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

*Source: Gartner

$M’s Market Growing 12%-14% per Year*


240+ Enterprise Clients

Our Customers: adding new names every quarter


http://www.prudential.com/index

Determine French Customers


Recent Wins


• Tradeshift Partnership

– Strategic partnership to offer Determine platform to a wide audience.

• Large Financial Institution

– One of the largest financial/credit card firms in the world signed on as a customer in our Q3FY

• Consumer Products Company

– Mega consumer company with known brand names came aboard acquiring CLM and Sourcing

• International Automotive Parts Company

– This international firm signed on for P2P worldwide

GROWTH DRIVERS

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

17

Revenue Revitalization: Growing the business

• Revitalized and expanded sales organization.

– Industry focused + experienced Account Executives

• Focus on growing the customer base.

• Expanding partner network worldwide.

• Market is strong, creating robust pipeline opportunities.

• Added over 35 new top-tier brands to our customer roster in the past fiscal year.


18

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 office footprint to reflect more distributed workforce.

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


19

DETERMINE SUMMARY FINANCIALS


Q2’F16 Bookings Up 34% vs. Year-ago Quarter**

$0.1M$0.1M

$0.5M

$0.8M

$0.9M

$1.0M

$1.2M

$1.0M

$0.0M

$0.2M

$0.4M

$0.6M

$0.8M

$1.0M

$1.2M

$1.4M

Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016

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


Deferred Revenue Trend

$6.9M

$8.1M

$8.4M$8.2M

$8.3M

$3.0M

$4.0M

$5.0M

$6.0M

$7.0M

$8.0M

$9.0M

$10.0M

Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016


Non-GAAP Total Revenue Trend*

$6.2M$6.3M

$6.1M

$6.3M

$6.8M

$3.0M

$3.5M

$4.0M

$4.5M

$5.0M

$5.5M

$6.0M

$6.5M

$7.0M

$7.5M

Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016

*Adjusted for acquisition related deferred revenue write-down.


Non-GAAP Gross Profit Trend*:

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

24

42.5%

55.6% 55.3%

57.5% 57.5%

30%

35%

40%

45%

50%

55%

60%

Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016


Non-GAAP NRR Gross Profit Trend*:

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

25

-57.6%

-27.5%

-42.7%

-27.4%

-2.1%

-70%

-60%

-50%

-40%

-30%

-20%

-10%

0%

10%

Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016


Non-GAAP Operating Expenses*:

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

$6.1M

$5.7M

$5.0M$5.0M

$5.2M

$3.0M

$3.5M

$4.0M

$4.5M

$5.0M

$5.5M

$6.0M

$6.5M

Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016


Non-GAAP Earnings Trend:

($3.5M)

($2.1M)

($1.8M)

($1.5M) ($1.6M)

($4.0M)

($3.5M)

($3.0M)

($2.5M)

($2.0M)

($1.5M)

($1.0M)

($0.5M)

$0.0M

Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016

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


Non-GAAP EPS Trend:


($0.44)

($0.27)

($0.22)

($0.17)

($0.15)

($0.50)

($0.45)

($0.40)

($0.35)

($0.30)

($0.25)

($0.20)

($0.15)

($0.10)

($0.05)

$0.00

Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016

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

Refer to appendix for reconciliation of GAAP to Non-GAAP operating expenses.

Summary Income Statement

29

GAAP Income Statement

$'000s FY2015 FY2016

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

Revenue 5,984 5,929 6,215 6,765

Cost of sales 3,083 2,970 2,907 3,261

Gross profit 2,901 2,959 3,308 3,505

GM% 48% 50% 53% 52%

Research and development 1,130 803 588 894

Sales and marketing 3,354 3,506 3,442 3,475

General and administrative 2,005 1,432 1,835 1,757

Acquisition related costs 320 1,033 237 537

Impairment of software development costs - 340 - -

Total operating expenses 6,810 7,114 6,102 6,663

Loss from operations (3,909) (4,155) (2,794) (3,158)

Interest and other income (expense), net 68 (111) (148) (251)

Net loss before income tax (3,841) (4,266) (2,942) (3,409)

Benefit (provision) for income taxes - - - (20)

Consolidated net loss (3,841) (4,266) (2,942) (3,429)

Benefit (provision) for income taxes - - - 4

Consolidated net loss (3,841) (4,266) (2,942) (3,425)

Reconciliation to non-GAAP net loss* 1,711 2,491 1,423 1,861

Non-GAAP net loss (2,130) (1,775) (1,519) (1,564)

Basic and diluted net loss per share ($0.49) ($0.53) ($0.33) ($0.32)

Non-GAAP basic and diluted net loss per share ($0.27) ($0.22) ($0.17) ($0.15)

Weighted average shares outstanding (millions) 7.9 8.0 8.8 10.6

* Adjustment for stock-based comp, severance, acquisition related, amortization of intangibles,

impairment of development costs, tax benefit, deferred revenue adjustment.

Refer to appendix for reconciliation of GAAP to Non-GAAP net loss.

Balance Sheet ASSETS LIABILITIES

Current assets Current liabilities

Cash and equivalents 7,978 Credit facility 7,100

AR 6,437 AP 1,769

Prepaids 1,513 Accrued payroll 2,489

Total current assets 15,928 Other accrued liabilities 2,069

Deferred revenue 8,300

Property and equipment, net 187 COFACE loan 437

Capitalized software 2,827 Deferred tax liabilities 1,186

Goodwill 14,628 Total current liabilities 23,350

Intangibles, net 9,130

Other 1,003 Long-term deferred revenue 19

Total assets 43,703 Convertible note, net of discount 2,910

Other long-term liabilities 158

Total liabilities 26,437

Stockholder's equity 17,151

Non-controlling interest 115

Total liabilities and equity 43,703 Data as of September 30, 2015


Evolution of Business Strategy is on Track: • Revitalized revenue approach • Management focused on paving a road to profitability • Mergers functionally integrated and platform in market

THANK YOU

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Determine Inc. Patrick Stakenas, President and CEO...Summary Income Statement 29 GAAP Income Statement $'000s FY2015 FY2016 $'000s Q3'F15 Q4'F15 Q1'F16 Q2'F16 Revenue 5,984 5,929 6,215