Peachtree Media Advisors Report on Digital Media Trends
1. 2009
Introduction
to
PEACHTREE MEDIA ADVISORS, INC.
PEACHTREE MEDIA ADVISORS, INC.
2. Discussion
I. About Peachtree Media Advisors, Inc.
II. Digital Media and Out-of-Home Media Market Trends
III. Public Market Company Valuations
IV. M&A Environment
V. Maximizing Value
VI. The Peachtree Sale Process
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4. About Peachtree
Peachtree provides investment banking services on growth and smaller middle
market transactions in the media and information industries
Over 22 completed transactions
Focus on maximizing value at each stage of the process
Substantial insight in core industry markets – 12+ years of media industry focus
Senior level access to leading industry executives, investors and entrepreneurs
In-depth technical and financial skills for value-enhancing deal structuring
Insight
Insight
Service
Service
Focus
Focus
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5. About Peachtree Services
Capital Raise –– Peachtree has aasubstantial amount of experience helping media
Capital Raise Peachtree has substantial amount of experience helping media
companies raise growth and acquisition financing from venture capital and private
companies raise growth and acquisition financing from venture capital and private
equity firms;
equity firms;
Mergers and Acquisitions –– Peachtree maximizes value for sell side clients as well
Mergers and Acquisitions Peachtree maximizes value for sell side clients as well
as strategic and financial buyers seeking add-on or platform acquisitions;
as strategic and financial buyers seeking add-on or platform acquisitions;
Sales and Divestitures –– Peachtree maximizes value on the sale of properties or the
Sales and Divestitures Peachtree maximizes value on the sale of properties or the
divestiture of non-strategic assets through aacontrolled auction process;
divestiture of non-strategic assets through controlled auction process;
Valuations –– Peachtree has the ability to combine operational insight, market trends
Valuations Peachtree has the ability to combine operational insight, market trends
and technical analysis in determining thorough and well-documented valuations; and
and technical analysis in determining thorough and well-documented valuations; and
Strategic Partner/Business Development –– With unprecedented insight into end
Strategic Partner/Business Development With unprecedented insight into end
user needs, an ability to navigate niche markets and analyze revenue models,
user needs, an ability to navigate niche markets and analyze revenue models,
Peachtree is able to assist lower-middle market companies in developing strategic
Peachtree is able to assist lower-middle market companies in developing strategic
relationships in order to drive revenue growth.
relationships in order to drive revenue growth.
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6. Primary Peachtree Sectors
New Media, Out-of-Home & Interactive Marketing Services
Search/
Analytics/ Business
Consumer Ad Serving Services Commerce Out-of-Home
• Social Networking • Search • B2B • Transactions/ • Alternative
Auctions Media
• Photos/Sharing • Ad Serving • Ad Networks
&Technology • Travel/Rental/ • Ambient
• Blogs/User • Agency/SEM/SEO
Housing
Generated Content • Web Analytics/ • Billboards
• Lead
CMS • Jobs/
• Online Publishing Gen/Customer • Digital Signage
Classifieds
• Web Applications Acquisition
• Aggregator • In-store/Point-
• E-commerce/
• Enabling/IT • Interactive of-Purchase
• Ad Supported Comparison
Marketing Services
Shopping • Transit
• Video
• Online Games
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7. Select Transactions
Seller Buyer Client Sector
M&A Advisory Services Publishers Clearing House (PCH.com) Very large player in the sweepstakes and prizes arena
AdSpace Networks The Walnut Group and current investors $20 million equity raise series E; alternative digital out-of-home advertising
The Governance Institute National Research Corp. Best practices research and peer-to-peer benchmarking data
AdSpace Networks Steelpoint Capital and current investors $20 million equity raise series D; alternative digital out-of-home advertising
Spin Magazine McEvoy Group Consumer lifestyle magazine, alternative, youth, music, early adopter
Vibe Magazine The Wicks Group of Companies Consumer lifestyle magazine, urban, youth, music, early adopter
iMedia Communications dmg world media Interactive advertising conference and online content provider
INFORMEX United Business Media/CMP Chemicals industry tradeshow
Blood-Horse Publications Valuation Enthusiast publishing - thoroughbred racing industry
ASI (Advertising Specialty Institute) Valuation Marketing and advertising promotional services
Sundance Publishing Haights Cross Communications Educational publishing
StockVal Automatic Data Processing Fundamental historical stock pricing data
Strategic Legal Resources Staff Mark Professional legal temporary and permanent staffing agency
The Practice Builder Organization Medical World Communications Business information services and medical professional education
i-traffic Agency.com Internet direct marketing/advertising agency
Entertainment Publications (a
The Carlyle Group Marketing and information service (local coupon books)
Cendant subsidiary)
HCIA Datis VSS Communications Partners Benchmarking healthcare clinical information data
*Client in blue.
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9. All Things Considered, Online Advertising Growth is Expected
U.S. online ad spending to reach $24.9
billion in 2008
Reforecast down from $25.9 billion
forecasted in March 2008
17.4% growth is significant relative to
other media sectors (eMarketer 2008)
Search remains the dominant category
Source: eMarketer, 2008.
IDC recently stated its previous forecast
of 10% growth in U.S. online ad spending
in 2009 to be "too optimistic“
The number of dissenting voices and
skeptics is increasing with regard to
positive online advertising growth %
in 2009
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10. Expectations and themes for 2009
IAB 2009 Themes (source Web site)
Interactive continues to grow despite strong economic headwinds
Medium girded by its breadth of options, from above-the-line to below-the-line
Consumers increasingly embracing digital media in all forms
Share shift by marketers from offline to online to tap into the variety, reach,
targetability, and effectiveness of interactive media
Emerging platforms provide new opportunities for marketers to engage and learn
from their customers
Google 2009 Themes (source 10K)
Expect continued growth in the future, but at a declining growth rate
Improve display ad relevance and terminate relationships with network members
who do not meet quality requirements
Acquisitions that enhance expertise in engineering, technology and product offerings
Grow its own sites since profit margins for AdSense are lower because of shared
advertiser fees
Increasing cost of revenues as a result of forecasted increases in traffic acquisition
costs, data center costs and credit card and other transaction fees, as well as
content acquisition costs
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11. Peachtree Media Advisors 2009 Themes
Back to the fundamentals – Media 101:
Media informs and helps people become a better at what they do or want to do
The new “scale” will be specific eyeballs, not just traffic
Continued movement to niche-environments with category-specific advertisers
100K gamers or green enthusiasts are more valuable to marketers than 1mm
entertainment buffs
Social media is an evolving train that cannot be stopped (cut off – the long
tail will reemerge)
Social media will get better, stronger and more meaningful even as brand
advertisers pull back
Recommendations by real or perceived friends are the most powerful forms of
influence
Online video has an identity crises - television viewership is at an all-time
high
Interactive marketing services will be revived by e-commerce companies
Lead gen and performance based offering higher quality traffic will be preferred to
display advertising
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12. What a recovery will look like (in a perfect new media world)
New Debt Issuance – Q1 2009
Paper flowing indicates confidence in expected future cash flows by corporations
Commodities Prices – Q2 2009
Decrease in gold indicates a flight to better returns on investment versus quality
Increase in oil prices indicates more goods being shipped and more commerce
Interest Rates – Q3 2009
Increase in interest rates represents a competitive environment for investment capital
Stabilized home prices – Q4 2009
Housing stabilization will be helped from stimulus package and relatively recession-proof sectors in
the economy (healthcare, government, college, etc.) producing first time buyers
Jobs – Q1 2010
A decrease in the unemployment rate is a lagging indicator that the economy is growing
Public market equity values will begin to increase significantly at this point
Substantial Increase in Advertising – Q2 2010
Marketing and advertising will increase significantly to reach a re-energized consumer
Increased M&A activity – Q3 2010
Buying is typically preferred to building – who has time to build when Christmas is right around the
corner?
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13. Ad Spending Moving to Niche Environments
The effects that cable television had on broadcast TV are the same effects
that niche Web sites are having on the large portals…sites developing niche
content are increasingly attracting loyal and devoted audiences
Brand advertisers have cut
the long-tail out of their
budgets (for the moment)
Social networking and user-
generated content sites are
evolving into niche
environments
“Community” is back, except
this time it is category-
specific
Gamer/Casual Gamer
Green Living
Moms/Pregnancy
Movies
Tech/Gadgets Peachtree Media Advisors, Inc. & InnerVision Labs
Travel/Buddy
Etc.
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14. Social Media Growth – Bloggers & Online Marketers
Social networks are providing blogging
platforms for their constituents
Blogging has become a truly mass media
comScore MediaMetrix (August 2008)
Blogs: 77.7 mil unique visitors in the US
Facebook: 41.0 mil and
MySpace 75.1 mil
Total Internet audience 188.9 million
eMarketer (May 2008)
94.1 million US blog readers in 2007 (50%
of Internet users)
22.6 million US bloggers in 2007 (12%)
Universal McCann (March 2008)
184 million WW have started
a blog and 26.4 US
346 million WW read blogs and 60.3 US
77% of active Internet users read blogs
Ad spending on U.S. social-networking
sites to reach $2.15 billion by 2010
(eMarketer 2008) Source: eMarketer, 2008.
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15. Types of Content Posted on Social Networks
“What do you do with your social networking profile?”
Active Internet Universe
Source: Universal McCann Study 2008.
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16. “Bloggers are influencing the new media landscape” Universal McCann
By 2012, more than 145 million people
– or 67% of the US Internet population
– will be reading blogs at least once Key Social Media Platforms
per month (Univ McCann)
The number of people creating blogs in
the US will also grow
reaching 34.7 million people by 2012—
16% of the Internet population
US blog advertising will reach $746
million in 2012, up from $283 million in
2007 (eMarketer)
All blogs are not created equal though
(Technorati Authority Top 100)
Source: Universal McCann Study 2008.
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17. The newspaper bail‐out could be the blogosphere
Social media is transforming the way people interact
The number of people getting their product & lifestyle information from a blog after a
Web search is exponentially higher than that for newspapers
Blogging receives a disproportionately small share of the advertising spend
The #1 problem with blogging is credibility
Newspapers must radically rethink their business models
Becoming a rating service or journalistic grader for the blogging community is one
way to generate more revenue
Newspapers can become a TRUSTe for journalistic integrity and brand-safe
environment
Bloggers could pass some type of test to become a NY Times, Wall Street Journal
or USA Today Accredited News Source
Newspapers would police the integrity of the content
Penalties for not sourcing facts
Discontinued membership would affect advertising dollars
Newspapers could leverage their ad sales to develop blogger ad networks
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19. Place based media/digital signage
Digital out-of-home companies are at the intersection of several important
“long-term” trends
Shift from traditional to alternative media channels
Shift from static to digital media
Increasing advertiser awareness in the power of the retail environment
Increasing need for mass reach media vehicles with local targeting capabilities
out-of-home represents a substantial roll-up opportunity still
Advertisers “get it,” but do not want to risk it…at least right now
Digital OOH companies are convincing brand marketer first and then the next step
is brand marketer to get advertising agency on board
Sales cycle is unsustainably long
Targeted lifestyle destinations with endemic advertising bases are better
positioned
Consumer leisure destinations
Bars and restaurants
Spas and gyms
Movie theaters, parks and family entertainment centers
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20. New out‐of‐home/narrowcast networks reach “on the go” consumers
Television
Newspaper/
Magazines Theaters
Billboards
Malls/Stores
Generate
Awareness
Drive Interest Impact Sales
Out Out of Home
of Home - $5.1B
Radio - Radio
$17.9B Malls
Cinema - $0.350B
Retail
Malls - $0.200B
Super Markets
Arbitron Study, March 2004
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27. Current M&A Environment ‐
It is a buyer’s market except buyers are not buying
Value is directly tied to expected future cash flows and there is disagreement with
estimates
Few new media targets are profitable
ROI on previous splashy acquisitions and investments is difficult to calculate in
this environment
Seller choices are to be profitable, raise capital in a difficult environment or
lower valuation expectations
Online media valuations across the board have decreased
There is a clear disconnect with valuation expectations today and where they were
at one and two years ago
Sellers refuse to sell at current valuation multiples
Premium will be placed on the fundamentals: Media101
Highly engaged audience – media kit with targeting a specific demographic group
Recurring and entrenched category specific advertising base
Transactions to settle in the 10x to 12x EBITDA range
Valuation gap: Buyers want 6x to 8x EBITDA; sellers want 14x to 16x EBITDA
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28. What this means for New Media/Internet Sellers
Interactive advertising and marketing services valuations have dropped
significantly in the last year
In the near-term, buyers will put a premium on EBITDA, direct relationships with
advertisers and consistent revenue
Technology and application providers will raise money but have few buyers
In the short-term, this is not a good capital raise environment for digital media
companies
VC’s have taken a “picks and shovels” mentality to digital media – they are only
focusing on tools, enabling technology and applications
Unfortunately, the advertising gold for the publisher/miners is fickle and elusive
Follow the money and read what the boss reads
Every VC professional under the age of 40 is reading up on green tech and healthcare
The digital media M&A market will rebound in late 2009 and early 2010
Buyers will expect a one-to-one relationship with highly engaged audiences
Companies relying totally on ad networks for revenue and search for its audience will be
at a slight disadvantage when the acquisition wave starts
Buyers will seek to buy new and social media “brands” first
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29. Pros & Cons (Strategic vs. Private Equity/Venture Capital)
Strategic Acquirer Pros Private Equity/VC Pros
Achieve highest valuation possible Participate in upside (5-7 years)
Ability to structure an earn-out Be a consolidator and not a “consolidatee”
Sell on forward earnings Maintain autonomy and control*
Accept paper as well as cash Answer only to your Board of
consideration at Closing Directors/Investors
Leverage buyer’s sales and operational Take some chips off the table
infrastructures
Strategic Acquirer Cons Private Equity/VC Cons
Having someone to report to Lower valuation
Sticking to a rigid budget May be difficult to change course (PE/VC
Potential personality conflicts between firms do not speak the language of the
employees (“we own you”) landscape as well as Strategic Buyer)
Potential loss of corporate identity Typically unfavorable deal structures when
timeframe is more than 7 years
*Preferred shares that Pay-In-Kind or
interest rate is more shares instead of cash
resulting in loss of control
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31. How do you value a digital or new media company?
Technology Media
Multiples Multiples
Engagement
by a Certain
Demographic
Group
Digital
Technology &
Relevant &
Distribution Media Kit +
Platform Tech Savvy Engaging
Delivery Content
Web
Mobile Platform =
Video Success
Distribution w/o
content cannot
Software & survive
Technology Media World
World
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32. In many cases, the traditional ways of determining value fall short
Comparable private M&A transactions
Public market company valuations
Discounted cash flow analysis
Unfortunately, value is in the eye of the buyer
Most transactions in new media are not
Comparable private M&A transactions comparable, each deal has its own unique
attributes
Public companies are generally larger, more
Public market company valuations established entities that have diversified
revenue streams across several media sectors
Expansion = Capex
Discounted cash flow analysis
Growth = Investment in Staff & Marketing
Both lower cash flow
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33. Driving or maximizing the value of your company in a capital raise
Investors look for long-term expansion contracts (OOH) and repeat
customers (Digital Media)
Money is put to work sooner rather than later
Functional network operating centers (OOH)
Working and scalable infrastructure
Proven and capable management teams
Profitable business model (or soon to be profitable)
Strong exit
Strategic buyers seek profitable businesses with national networks (OOH) or
recurring revenue base (Digital Media)
Ability to take them in a different direction (complementary product offering)
Leverage their existing infrastructure (back-office accounting, sales & marketing)
Pump their products through your existing sales channels
Bring technical capabilities that you posses to their business
Believe that they can do what you do, better and faster, but want your footprint
Are tired of competing with you
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34. Maximizing the value of your company for a financial or strategic buyer
Strategic buyers seek to acquire at least one of the following:
Growing businesses
New technology
Customer base - ability to sell their products to your customers
Product/media channel - leveraging their sales infrastructure to secure more of
their current advertisers’ marketing budgets
The key to maximizing value is to find the potential acquirer that will gain
the most from owning your business
Financial investors seek to manage their risk by investing in companies with
Proven management teams
Existing customers
Clear problem solved or defined need
Large and growing addressable market
Scalable business models
The key to maximizing value is to be in multiple discussions with investors
that specialize/target investment opportunities in your sector
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36. Peachtree Transaction Process
Five primary phases
(4 to 6 month process)
Information memorandum
Marketing/expressions of interest
Management presentations
Due diligence/letter of intent
Final negotiations/close
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37. Information memorandum – Month 1
Initial information request
Develop strategic positioning
Most compelling investment merits
Highlight buyer interests
Create information memorandum
Exec Summary
Investment Merits
Market Served
Products & Services
Operations
Growth Opportunities
Finance
Management & Organization
Buyer target list
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38. Marketing/expressions of interest – Months 2 and 3
Initial contact with senior level
decision makers
Non-disclosure agreement
Dissemination of information
memorandum
Process letter requesting non-
binding expression of interest
Terms
Initial valuation
Preliminary deal structure
Source of capital
Review bids
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39. Management presentations – Month 4
Select/invite prospects to go to the next
round
Management presentation
An informative presentation given by
management to select bidders
Q&A session
Discussion of process and next steps
Second round process letter sent to
management presentation attendees
Request for Letter of Intent (LOI)
Terms of deal structure
Indicate initial terms of purchase and
sale agreement
Bidder proposed capital structure
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40. Due Diligence – Month 5
Due diligence
Continued discussion with
management via conference call
Extensive review of data room,
legal documents, agreements and
operating contracts
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41. Letter of Intent/Final Negotiation/Closing – Month 6
Review of LOIs
Comparison of final bids
Final negotiations with top bidders
Choosing the final bidder
Confirmatory due diligence
Closing
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42. About John Doyle
Established by John Doyle, Peachtree Media Advisors, Inc. serves the interactive
marketing, digital and out-of-home sectors of media. Mr. Doyle has more than twelve
years of media investment banking experience, having worked as a senior level
investment banker at Veronis Suhler Stevenson and JEGI.
After graduating from Dartmouth College In 1995 with a double major of Engineering
and Economics, Mr. Doyle specialized in the business information services and
specialty media and marketing services at Veronis Suhler Stevenson (VSS). While at
VSS, Mr. Doyle performed M&A advisory services to sell-side and buy-side clients, in
addition to developing platform acquisition strategies, performing leveraged buy out
analysis and conducting due diligence for the VSS private equity funds.
In 2000, Mr. Doyle successfully launched a digital production company in Los Angeles, CA,
developing both online and offline digital content. In 2001, the company transitioned to focusing
solely on raising money for offline film and television projects. Mr. Doyle has worked with Conde
Nast, Fox Cable Networks, 20th Century Fox, Writers & Artists Agency and Revolution Studios.
In 2004, Mr. Doyle returned to media investment banking with The Jordan, Edmiston Group, Inc.
His primary responsibilities included developing qualitative and quantitative analytical materials at
each phase of the M&A transaction process. Highly experienced in valuing, analyzing and
positioning media businesses, Mr. Doyle was responsible for closing more than ten media M&A
transactions.
Peachtree Media Advisors, Inc. was established to serve the merger and acquisition advisory
needs of the interactive marketing, digital consumer and out-of-home sectors of media. With a
substantial amount of media operations and investment banking experience, Mr. Doyle is able to
deliver expert advice in valuing new media assets, positioning companies during the sale process,
developing information memoranda to send to potential buyers or investors, coaching management
through presentations, developing bids/deal structure analysis and managing the due diligence
process to closing.
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44. Peachtree Media Advisors, Inc.
February 2009
50 Vanderbilt Ave., #30
New York, NY 10017
T: (212) 570-1009
F: (646) 607-1786
www.PeachtreeMediaAdvisors.com
▪
JohnD@PeachtreeMediaAdvisors.com
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