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    MERGERS AND ACQUISITIONS PROSPECTSFOR MEDIA, MARKETING SERVICES ANDRELATED TECHNOLOGY FIRMS

    19th ANNUALMARKET

    SURVEY2013

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    Table of Contents

    Executive Summary 3

    Detailed Findings 4

    Methodology 30

    About AdMedia Partners 33

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    Executive Summary

    2013: A Level-Setting Year for An Evolving DigitalMedia Environment

    As we head into 2013, there appears to be a general

    sense of optimism about the advertising, marketing

    services and media industries with expectations for acorresponding healthy M&A environment.

    In late 2012, AdMedia Partners, Inc. conducted its

    nineteenth annual survey of senior executives at leading

    content, marketing services and marketing technology

    companies, for their take on prospects for industrymergers and acquisitions in the coming year. The overall

    outlook is optimistic but sober, signaling strong levels of

    M&A activity during 2012 will continue into 2013, but

    with a moderation of interest in hot areas such as

    mobile, analytics, social and digital media. Nonetheless,mobile in particular remains a driving force in marketing

    and media. Key findings of the AdMedia Partners survey

    include:

    High Level of M&A Activity in 2012 Expected toContinue into 2013

    - Almost two-thirds (63%) of respondents wereapproached by a buyer in 2012, 54% by strategic

    buyers and 26% by financial buyers (e.g. private

    equity).- An overwhelming majority (81%) of respondents

    believe that M&A by strategic buyers will be up in

    2013; 46% of respondents believe M&A driven by

    financial buyers will be up (vs. 36% who believe it willbe flat).

    - Most respondents (88%) at companies with at least$50 million in revenues plan to seek an acquisition

    target in 2013.- To fund these acquisitions, 60% say they would use

    existing cash reserves and 48% would use debt. This

    use of debt is sharply up from last year (27%),

    possibly reflecting the expectation that current low

    interest rates seem unlikely to change for quite a

    while.

    Optimism on 2013 with Sober Expectations

    - The primary rationale that respondents gave for M&Aplans is to develop new services/product offerings

    (59%) - this was the top reason for both services andcontent firms.

    - For services firms, the top areas of interest forexpansion or acquisition remained consistent withlast year: mobile (67% of respondents), analytics

    (66%) and social (64%). However, the percent ofrespondents interested in these sectors declined

    slightly since last year, perhaps reflecting that these

    areas were actively developed during 2012, and/or

    lessons learned. The sector that lost the most interest

    was search marketing - last year 50% of respondentsexpressed interest, this year just 32% - likely a result

    of the maturing sector and the increasing importanceof social media.

    - For content firms, the highest levels of interest werein digital media (69%), custom content (60%), app

    development (56%) and user-generated content(56%). As in the services sectors, there was an overall

    decline in interest in the various content sectors.

    - While private equity remains an important driver ofM&A in the marketing services and content

    industries, the overall number of respondents who

    were approached by financial buyers droppedsignificantly from 2011 (43%) to 2012 (26%); likewise,

    46% of respondents believe that M&A by financial

    buyers will be up in 2013, versus 50% last year. These

    trends perhaps reflect more discernment by private

    equity firms as they gain experience in these sectors.- Overall, the sentiment is that multiples are flat to

    slightly down as compared with the 2012 survey.

    Sectors that are felt to have the strongest multiples

    are mobile, ad tech, social and analytics on the

    marketing side and big data and digital media on thecontent side: for these categories, at least half of

    respondents thought that multiples of 7x EBITDA or

    greater are reasonable. In contrast, almost half (44%)

    of respondents believe that 4x or less is reasonable

    for traditional media firms.

    Mobile Still Hot, But Evolving

    - Mobile remains the area of greatest expectedopportunity. It is the most popular area ofexpansion/acquisition for services firms, is deemed

    to be the greatest industry disruptor, and is expected

    to command among the highest multiples.

    - A number of respondents commented on theimportance of mobile; for example, The Internetcoupled with mobile is the big gorilla, eyeballs

    continue to migrate, and marketers and service firms

    must follow.

    - However, the monetization model for mobile is stillevolving: the number of respondents who said theirmobile phone content was free jumped from 24% last

    year to 40% this year which is a level approximately

    double that of more mature print and web (similar to

    mobile phones, the number of respondents who said

    their tablet content was free jumped from 22% to36%).

    - More ad dollars are expected to migrate towardsmobile. Four out of ten respondents expect mobileadvertising to grow at least 20% in 2013, compared

    to a median expected growth rate for interactiveadvertising of 13% and for advertising as a whole at

    3%.

    2013 Market Survey | www.admediapartners.com

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    Detailed Findings

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    M&A Activities in 2012

    - Almost two-thirds (63%)of respondents have beenapproached by a buyer.

    More than one-half (54%) were

    approached by a strategicbuyer (compared to 58% in

    2012) and 26% were approached

    by a private equity buyer

    (compared to 43% in 2011).

    - Almost one-quarter (22%) ofrespondents received an offer.

    - Over one-quarter (26%) made anacquisition;14% made only oneacquisition, while 12% mademultiple acquisitions.

    - Respondents in content were morelikely than those in other industries

    to report engaging in a processthat didnt go through, making one

    or more acquisitions or being

    acquired.

    Q. For those who have been involved in M&A activities in the past year, which of the followingM&A-related activities has your company been involved in?

    2013 Market Survey | www.admediapartners.com

    Fig. 1 - 2012 vs. 2011 M&A Activities

    54%

    26%

    22%

    14%

    12%

    11%

    11%

    4%

    58%

    43%

    14%

    11%

    4%

    8%

    0%

    Approached by astrategic buyer

    Approached by aprivate equity buyer

    Received an offer*

    Made onlyone acquisition

    Made multipleacquisitions

    Acquired

    Received aminority investment

    Involved ina merger

    2012 2011

    Note: numbers exclude mentions of None

    *Not asked in 2011

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    M&A Expectations for 2013

    - Respondents are optimistic, with57% expecting to seek an acquisition.This is consistent with the 59%

    reported in 2012 and much higher

    than the 40% observed in 2011.

    - Acquisition intent is much morecommon among companies with at

    least $50 Million in annual revenue.

    - Overall, 47% will contemplate thesale of their company and/or a

    subsidiary in 2013, compared to

    48% in 2012. However, only 27% of

    respondents in the content industryexpect to contemplate a sale.

    - More than one-third (35%) plan toseek investment funding in 2013

    a similar level to 2012.

    Q. For those who have M&A expectations for 2013, which of the following M&A-relatedactivities do you expect your company to pursue in 2013?

    2013 Market Survey | www.admediapartners.com

    Note: numbers exclude mentions of None

    Fig. 2 - 2013 vs. 2012 M&A Expectations

    57%

    47%

    35%

    59%

    48%

    38%

    Seek an acquisition target

    Contemplate sale ofcompany/subsidiary

    Seek investment/growthfunding

    2013 2012

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    Acquisition Funding Strategies

    - Six in ten (60%) respondents whohave funding strategies plan to use

    existing cash reserves to fundacquisitionsa five percentage

    point increase over 2012.

    - Nearly one-half (48%) intend to usedebt financing. This represents a

    sharp increase over 2012 when only

    27% of respondents planned to fund

    acquisitions in this way.

    - Despite a decrease from the levelobserved in 2012, raising outside

    equity remains an interesting option

    (37%) for respondents.

    Q. How do you plan to fund acquisitions?

    2013 Market Survey | www.admediapartners.com

    Note: numbers exclude mentions of None

    60%

    48%

    37%

    21%

    4%

    55%

    27%

    43%

    14%

    9%

    Existing cash reserves

    Debt financing

    Outside equityinvestments

    Share issuance

    Disposal of business/assets

    Fig. 3 - 2013 vs. 2012 M&A Funding Strategies

    20122013

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    M&A Drivers

    - Overall, the key reasons forimplementing an M&A strategy areto develop new services/products

    (59%) and acquire new clients/

    verticals (43%). However, both ofthese drivers are less important

    than in 2012.

    - Nearly four in ten (38%)respondents are motivated by the

    possibility of expanding theirgeographic reach while one-third

    (33%) plan to capitalize on the

    favorable buying opportunities in

    the marketplace.

    - For respondents in the servicessector, geographic expansion was

    a relatively more important M&A

    driver (44%); this was of less

    interest to respondents in thecontent sector (17%).

    Q. Which factors will drive your 2013 M&A plans?

    2013 Market Survey | www.admediapartners.com

    59%

    43%

    38%

    33%

    28%

    10%

    2%

    63%

    56%

    31%

    26%

    31%

    10%

    6%

    Develop new services/productofferings

    Develop new clients/verticals

    Expand geographic presence

    Capitalize on attractive buyingopportunities

    Grow staff

    We have no M&A plans for 2013

    Other

    2013 2012

    Fig. 4 - 2013 vs. 2012 M&A Drivers

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    Areas of Expansion Interest - Services

    - The top three areas of interestfor expansion or acquisitionremained consistent with last

    year: mobile (67%), analytics

    (66%) and social (64%).

    - Overall, the percentage ofrespondents interested in the

    various sectors has declined

    since last year.

    - The sectors with the largestdeclines in interest were search

    marketing (by 18 percentage

    points), social marketing and

    marketing/strategic consulting(both by 16 percentage points).

    Q. For services firms, is your company considering expanding or acquiring any of the followingservices businesses?

    2013 Market Survey | www.admediapartners.com

    67%

    66%

    64%

    59%

    51%

    49%

    47%

    42%

    40%

    32%

    32%

    32%

    27%

    22%

    75%

    74%

    80%

    70%

    65%

    49%

    45%

    41%

    50%

    37%

    31%

    33%

    MobileMarketing

    Analytics

    Social Marketing

    Interactive Agencies/Web Development

    User Experiences/Design*

    Marketing/StrategicConsulting

    MarketingTechnology

    CRM/DatabaseMarketing

    Integrated Ad

    Agencies*

    Market Research

    Search Marketing

    ExperientialMarketing

    CorporateCommunications

    Shopper Marketing

    2013 2012

    Fig. 5 2013 vs. 2012 Areas of Expansion Interest - Services

    Note: numbers exclude mentions of Dont know

    *Not asked in 2012

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    Areas of Expansion Interest - Content

    -The highest levels of interest forexpansion or acquisition were

    digital media (69%), custom

    content (60%), app development

    (56%) and user-generatedcontent (56%).

    - As with services sectors, overallinterest in these various content

    sectors has declined since

    last year.

    - Though big data received a greatdeal of media coverage in 2012,

    only 21% of respondents are

    considering expanding oracquiring in that sector.

    Q. For content firms, is your company considering expanding or acquiring any of the followingcontent businesses?

    2013 Market Survey | www.admediapartners.com

    Note: numbers exclude mentions of Dont know

    *Not asked in 2012

    69%

    60%

    56%

    56%

    49%

    49%

    40%

    36%

    24%

    21%

    20%

    2%

    79%

    80%

    64%

    79%

    66%

    59%

    66%

    46%

    39%

    Digital Media*

    Custom Content

    App Development

    User-Generated

    Content

    Online Video

    Marketing Services

    Lead Generation

    Information/Database

    Publishing

    Traditional Media*

    Big Data*

    Ad Networks

    Place-based Media

    2013 2012

    Fig. 6 2013 vs. 2012 Areas of Expansion Interest - Content

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    M&A Expectations for 2013 Strategic vs. Financial Buyers

    - The vast majority (81%) expectthat M&A by strategic buyers will

    be up in 2013. This figure is slightly

    higher than was reported in 2012

    (75% among services respondentsand 69% among content

    respondents).

    - Nearly half (46%) of respondentsanticipate an upward shift in M&A

    by financial buyers.

    Q. Compared to 2012, do you think M&A in your industrydriven by either strategic orfinancial buyerswill be up, flat or down in 2013?

    2013 Market Survey | www.admediapartners.com

    Fig. 7 - M&A Expectations for Strategic or Financial Buyers

    81%

    15%

    4%

    46%

    36%

    18%

    Up

    Flat

    Down

    Note: numbers exclude mentions of Dont know

    Financial BuyersStrategic Buyers

    It seems like thereis more money, and

    a willingness todo deals.

    M&A will continueto increase in digital, social,

    mobile and data.

    2013 will be a soft year fortraditional media, but with

    better prospects for innovativedigital businesses andmarketing services.

    M&A will be very busy in 2013. The election is over. People have been onhold for over 18-24 months. Now that theyknow the basic ground rules for the nextfour years, M&A will pick up. Also, recent

    economic indicators are positive.

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    Valuation Expectations for Key ServicesSectors

    Q. In your view, which multiples of EBITDA are reasonable today in valuing the following servicebusinesses?

    2013 Market Survey | www.admediapartners.com

    For additional services valuation results, please see p. 23

    11%

    14%

    17%

    19%

    17%

    22%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 8 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    MARKETINGTECHNOLOGY

    7 EBITDA or Greater58% of Respondents

    18%

    8%

    14%

    17%

    21%

    22%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 9 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    MOBILEMARKETING

    7 EBITDA or Greater60% of Respondents

    17%

    13%

    21%

    19%

    17%

    14%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 10 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    ANALYTICS

    6 EBITDA or Greater71% of Respondents

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    Valuation Expectations for Key ContentSectors

    Q. In your view, which multiples of EBITDA are reasonable today in valuing the followingcontent businesses?

    2013 Market Survey | www.admediapartners.com

    For additional content valuation results, please see p. 27

    10%

    2%

    27%

    22%

    22%

    17%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 11 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    DIGITAL MEDIA

    7 EBITDA or Greater61% of Respondents

    15%

    24%

    15%

    22%

    12%

    12%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 12 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    INFORMATION/DATABASE

    PUBLISHING

    6 EBITDA or Greater61% of Respondents

    44%

    33%

    14%

    2%

    2%

    5%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 13 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    TRADITIONALMEDIA

    5 EBITDA or Less77% of Respondents

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    Disruptive Industry Trends

    - As mentioned by one-quarter (25%)of respondents, mobile technology

    is seen as a particularly disruptiveindustry issue.

    - Social media (13%) and digital (12%)are also viewed as disruptive

    technologies.

    - Despite big data and analyticsreceiving a lot of press coverage,these were not named by many as

    disruptive technologies.

    Q. What trends and technologies are most disruptive to your industry?

    2013 Market Survey | www.admediapartners.com

    Digital marketing andtechnological services will be the

    most disruptive. If you cannotdeliver these to your client base

    alongside the more traditionalmarketing services, you will have a

    very difficult time competing.Social media marketingremains the flavor of the

    month, which cuts into addollars.

    The most disruptivetrend for my industry is

    that people believethey should get

    information for free onthe web.

    1. Mobile 25%2. Social media 13%3. Digital 12%4. Free information/free content 6%5. Speed of change/ever-changing environment 4%6. Big data 4%7. Analytics 3%8. Automated marketing 3%9. Move from print to digital 3%10. The economy 3%

    The Internet coupled with mobile isthe big gorilla, eyeballs continue tomigrate, and marketers and service

    firms must follow.

    Mobile is in constantdevelopment flux. Other

    technologies are changingfaster than agencies can

    cope with.

    Fig. 14 Most Cited Disruptive Trends and Technologie

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    New Competitors - Services

    - It is notable that 40% ofrespondents in the services sector

    are seeing new competition from

    marketing or media technology

    firms (although this is significantlydown from last years 66%).

    - Likewise, 38% of servicesrespondents are seeing content

    companies as new competitive

    threats.

    Q. For those in services, are you seeing new types of competitors from any of thefollowing sectors outside of your traditional competitive set?

    2013 Market Survey | www.admediapartners.com

    *Not asked in 2012

    60%

    40%

    38%

    25%

    66%

    43%

    Services*

    Marketing or mediatechnology firms

    Content companies

    No new entrants*

    2013 2012

    Fig. 15 2013 vs. 2012 Additions to Competitive Landscape

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    Content Delivery and Monetization

    - The importance of transmedia contentdistribution continues to grow as 62%

    expect to use a full suite of print, web,

    mobile and tablet in 2013, compared

    to 48% in 2012.

    - More than one-half (52%) of thosewho distribute content via print say

    they have a subscription model and

    nearly as many (45%) say their

    content is ad-supported.

    - Consistent with 2012, 47% ofrespondents say their web content

    is ad-supported while the use of

    subscription models increasedslightly, from 22% to 28%.

    - Free content is most often distributedvia mobile devices - 40% for mobile

    phones and 36% for tablets. Both ofthese figures represent notable

    increases over last year.

    - Revenue sharing has decreasedslightly for web and tablet, butincreased to 12% for mobile phones.

    Q. For those who distribute content, what delivery channels do you use? What is yourcurrent monetization model for each media/device?

    2013 Market Survey | www.admediapartners.com

    Note: numbers exclude mentions of Not this Method

    *Not asked in 2012

    62%

    28%

    9%

    2%

    Print, Web, Mobile &Tablet

    Web, Mobile & Tablet

    Print & Web

    Web Only

    Fig. 16 - Content Owner Delivery Channels

    Fig. 17 - Content Monetization Models

    Content Monetization

    Print* Web Mobile Tablet

    2012 2013 2012 2013 2012 2013 2012 2013

    Subscription - 52% 22% 28% 22% 21% 24% 29%

    Ad-supported - 45% 47% 47% 44% 36% 41% 38%

    Free - 18% 18% 23% 24% 40% 22% 36%

    Revenue Share - 6% 11% 6% 9% 12% 10% 7%

    Other - 6% 3% 11% 2% 7% 2% 10%

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    Advice to Prospective Buyers and Sellers

    -Just over half (51%) of respondents would advise sellers to act now, while 70% gave that advice to buyers.

    - The differential between advising buyers and sellers to act now has been narrowing for the last five years, and isalmost at a twelve year low.

    - Respondents in content are significantly more likely than those in services/other respondents to suggest thatprospective sellers act now.

    Q. Given the M&A environment that you foresee for 2013, would you advise prospective buyers toact now or wait? Would you advise prospective sellers to act now or wait?

    2013 Market Survey | www.admediapartners.com

    Fig. 18 - Advice to Prospective Buyers & Sellers Act Now

    51%

    57%

    51%

    32%

    27%

    60%

    52%50%

    31%34%

    23%20%

    70%

    83%

    88%

    92%

    64%

    68%

    85%84%87%

    80%77%

    79%

    201320122011201020092008200720062005200420032002

    SellersBuyers

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    Reasoning Behind Advice to ProspectiveBuyers and Sellers

    - The top explanation given by thoseoffering advice to prospective buyers

    and sellers is that the timing seems

    right (25%).

    - Nearly as many (21%) say thateconomic uncertainty motivated

    their suggestions.

    - Another 15% are concerned overtaxes or tax rate changes and theeffect they may have on future

    transactions.

    Q. Why would you give such advice to prospective buyers and sellers?

    2013 Market Survey | www.admediapartners.com

    With all the uncertainty around theeconomy and the shift from print todigital, now is the time to buy/selland optimize business models.

    The market is evolvingquickly. Sellers should bedriving value by taking

    advantage of that evolution.Buyers should be looking at

    strategic purchases today.

    The market ispoised to moveand it would be

    good to beactive and

    moving with it.

    25

    21%

    15%

    13%

    13%

    6%

    4%

    4%

    4%

    2%

    2%

    2%

    Timing seems right

    Economic uncertainty

    Concerns over taxes/tax rates

    Market will continue to improve

    Depends on specific goals/needs

    Not the right time yet

    Market is quickly evolving/changing

    Multiples are low/buyers market

    Good deals

    Market will get worse

    Shift from print to digital

    Sellers have low expectations

    Fig. 19 - Advice to Buyers and Sellers

    The fog of uncertainty hasbeen lifted. If you want to

    sell, you probably don't wantto wait for another politicalcycle to take your business

    to market. For buyers: hop toit! Opportunity is waiting.

    Given uncertain tax changes better to get cash on hand now

    if you're a seller.

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    Growth Expectations for 2013

    - Nearly one-third (32%) ofrespondents expect increases

    between 5 and 10% in 2013.

    However, this figure increases to

    50% among those in the Contentindustry.

    - Similar to last year, nearly one-fifth(17%) believe their company will

    grow by more than 30% in the

    coming year, although this outlookwas only shared by 5% in the

    content industry.

    - Continuing the trend firstobserved in 2011, the medianexpected growth rate forrespondents own businesses

    remains at 13%.

    - In general, respondents in theservices/other sectors were more

    bullish on their own business

    prospects than respondents in

    the content sector.

    Q. What growth rate do you anticipate in 2013 for your own businesses revenue?

    2013 Market Survey | www.admediapartners.com

    Note: numbers exclude mentions of Dont Know

    16%

    32%

    13%

    12%

    6%

    5%

    17%

    11%

    30%

    11%

    13%

    9%

    4%

    21%

    18%

    50%

    23%

    0%

    0%

    5%

    5%

    22%

    22%

    9%

    19%

    3%

    6%

    19%

    0 - 5%

    5 - 10%

    10 - 15%

    15 - 20%

    20 - 25%

    25 - 30%

    Over 30%

    Fig. 20 - 2013 Business Growth Expectations

    13%13%13%

    10%

    5%

    20%

    15%

    2013201220112010200920082007

    Fig. 21 - Overall Median Business Growth Expectations

    ServicesOverall Multiple/OtherContent

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    Advertising Growth Expectations for 2013

    - Over two-thirds (69%) ofrespondents expect a growth

    rate between 0 to 4% for overalladvertising spending in 2013.

    - Respondents in the servicesindustry are more apt to expect

    a growth rate of 0 to 2%, while

    those in the content industry are

    more likely to anticipate growth in

    the 2 to 4% range.

    - The overall median expectedgrowth rate for ad spending is

    consistent with the past three

    years at 3%.

    - Respondents in the content sectorare generally more bullish on the

    outlook for ad spending than

    those in the services sector (thereverse of expectations for their

    own business growth, as detailed

    on p. 19).

    Q. What growth rate do you anticipate in 2013 for overall advertising spending?

    2013 Market Survey | www.admediapartners.com

    Note: numbers exclude mentions of Dont Know

    5%

    29%

    40%

    10%

    7%

    5%

    3%

    6%

    42%

    35%

    2%

    8%

    4%

    2%

    5%

    11%

    53%

    16%

    11%

    5%

    0%

    4%

    19%

    41%

    19%

    4%

    7%

    7%

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    Advertising Growth Expectations by Category

    - Interactive advertising isexpected to continue its strong

    growth. Nearly one-half (45%) of

    respondents believe this category

    will grow by 10 to 15% in 2013.The median growth rate remains

    consistent with the last two years

    at 13%.

    - Mobile ad spending is expected togrow substantially in the comingyear: four in ten of respondents

    (40%) say they expect to see an

    increase of at least 20% in thiscategory.

    - The majority (53%) expect videoad spending to grow between 10

    and 20%, and over one-half (55%)

    anticipate social ad spending to

    grow between 10 and 20%.

    Q. What growth rate do you anticipate in 2013 for interactive, social, mobile and video adspending?

    2013 Market Survey | www.admediapartners.com

    Note: numbers exclude mentions of Dont Know

    18%

    45%

    24%

    7%

    3%

    1%

    2%

    18%

    34%

    21%

    13%

    6%

    4%

    5%

    13%

    26%

    20%

    16%

    11%

    7%

    6%

    27%

    31%

    22%

    9%

    6%

    1%

    4%

    0 - 10%

    10 - 15%

    15 - 20%

    20 - 25%

    25 - 30%

    30 - 35%

    Over 35%

    Interactive Social Mobile Video

    Fig. 24 - 2013 Advertising Growth Expectations by Category

    13%13%13%

    10%

    5%

    20%

    15%

    2013201220112010200920082007

    Fig. 25 - Median Interactive Advertising Growth Expectations

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    Economic Expectations for 2013

    - More than four in ten (43%)respondents believe the economy

    will be stronger in 2013, up from

    36% in 2012.

    - Over one-third (36%) expect theeconomy to remain the same in

    the coming year, a notable

    decrease from 57% in 2012.

    - Just over one-fifth (21%) believethe economy will be weaker in

    2013, an increase of 14 percentage

    points over what was reported

    last year.

    - Respondents in the content sectorwere more polarized on economic

    expectations, with larger groups in

    both the stronger and weaker

    categories than services/otherrespondents.

    Q. In 2013, do you expect the economy to be stronger, about the same or weaker than in2012?

    2013 Market Survey | www.admediapartners.com

    Note: numbers exclude mentions of Dont Know

    43%

    36%

    21%

    42%

    38%

    19%

    50%

    23%

    27%

    39%

    42%

    19%

    Stronger

    About the same

    Weaker

    Fig. 26 - 2013 Economic Predictions

    Fig. 27 - 2012 vs. 2013 Economic Expectations

    Overall 2012 2013

    Stronger 36% 43%

    About the same 57% 36%

    Weaker 7% 21%

    ServicesOverall Multiple/OtherContent

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    Valuation Expectations for Additional KeyServices Sectors

    Q. In your view, which multiples of EBITDA are reasonable today in valuing the followingservices businesses?

    2013 Market Survey | www.admediapartners.com

    15%

    11%

    20%

    20%

    18%

    15%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 28 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    SOCIALMARKETING

    27%

    24%

    17%

    15%

    8%

    8%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    18%

    19%

    31%

    13%

    8%

    11%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 29 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    USEREXPERIENCE /

    DESIGN

    Fig. 30 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    INTEGRATEDADVERTISING

    AGENCIES

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    Q. In your view, which multiples of EBITDA are reasonable today in valuing the followingservices businesses?

    2013 Market Survey | www.admediapartners.com

    18%

    19%

    24%

    18%

    11%

    10%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 31 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    INTERACTIVEAGENCIES/WEB

    DEVELOPMENT

    21%

    13%

    30%

    21%

    10%

    6%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 32 - Multiple ofEBITDA Reasonablein Valuing Firms in

    CRM/DATABASEMARKETING

    26%

    16%

    24%

    20%

    9%

    6%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 33 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    EXPERIENTIALMARKETING

    Valuation Expectations for Additional KeyServices Sectors, Continued

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    Q. In your view, which multiples of EBITDA are reasonable today in valuing the followingservices businesses?

    2013 Market Survey | www.admediapartners.com

    38%

    13%

    26%

    13%

    6%

    3%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 34 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    MARKETRESEARCH

    41%

    21%

    25%

    4%

    6%

    3%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 36 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    CORPORATECOMMUNICATIONS

    23%

    20%

    23%

    24%

    10%

    1%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 35 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    SEARCHMARKETING

    Valuation Expectations for Additional KeyServices Sectors, Continued

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    Q. In your view, which multiples of EBITDA are reasonable today in valuing the followingservices businesses?

    2013 Market Survey | www.admediapartners.com

    21%

    24%

    31%

    11%

    9%

    3%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 37 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    MARKETING /STRATEGIC

    CONSULTING

    27%

    17%

    27%

    20%

    7%

    1%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 38 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    SHOPPERMARKETING

    Valuation Expectations for Additional KeyServices Sectors, Continued

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    Valuation Expectations for Additional KeyContent Sectors

    Q. In your view, which multiples of EBITDA are reasonable today in valuing the followingcontent businesses?

    2013 Market Survey | www.admediapartners.com

    17%

    10%

    17%

    17%

    20%

    20%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 39 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    BIG DATA

    24%

    24%

    14%

    17%

    12%

    10%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 40 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    USER-GENERATED

    CONTENT

    24%

    12%

    21%

    19%

    17%

    7%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 41 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    APPDEVELOPMENT

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    Q. In your view, which multiples of EBITDA are reasonable today in valuing the followingcontent businesses?

    2013 Market Survey | www.admediapartners.com

    15%

    12%

    34%

    20%

    7%

    12%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 42 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    VIDEO

    29%

    17%

    24%

    10%

    12%

    7%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 43 - Multiple ofEBITDA Reasonablein Valuing Firms in

    LEADGENERATION

    27%

    27%

    24%

    10%

    7%

    5%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 44 - Multiple ofEBITDA Reasonablein Valuing Firms in

    PLACE-BASEDMEDIA

    Valuation Expectations for Additional KeyContent Sectors, Continued

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    Q. In your view, which multiples of EBITDA are reasonable today in valuing the followingcontent businesses?

    2013 Market Survey | www.admediapartners.com

    22%

    34%

    22%

    15%

    5%

    2%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 45 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    MARKETINGSERVICES

    32%

    15%

    27%

    10%

    15%

    2%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 46 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    AD NETWORKS

    21%

    17%

    33%

    14%

    14%

    0%

    Less than 5

    5

    6

    7

    8

    9 or Greater

    Fig. 47 - Multiple ofEBITDA Reasonable

    in Valuing Firms in

    CUSTOMCONTENT

    Valuation Expectations for Additional KeyContent Sectors, Continued

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    METHODOLOGYMethodology

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    - In November 2012, AdMedia Partners conducted its 19th annual survey on the outlook for M&A for media, marketingservices and marketing technology firms in the coming year. Over 7,400 domestic and international executives inadvertising, marketing services, digital marketing, marketing technology, media technology, media or digital media

    were invited to take part in a 5-minute online survey.

    - At the beginning of the survey, respondents were asked to describe the nature of their businesses and wereclassified into one of three groups/industries. Below is a summary of the makeup of the respondents.

    2013 Market Survey | www.admediapartners.com

    Nature of Business % of Total

    Services/Marketing or Media Technology 52%

    Content 16%

    Multiple/Other Business 32%

    Total 100%

    - Throughout this report, results are reported in the aggregate and by group/industry.- Respondents were also segmented into sub-groups based on annual revenue.- Significance testing (t and z tests) at the 95% Confidence Level (+5%) was conducted to detect differences amongrespondent segments. When applicable, these findings are noted.- Data from all respondents was analyzed regardless of whether they completed the survey in its entirety.- Participants were asked several open-ended questions to aid in understanding the "whys" behind the numbers.

    Responses to these questions have been coded and tabulated.

    - Where historical data is available, comparisons between years have been made. When necessary, to matchhistorical data, new answer choices for this years survey were excluded from analysis. In these cases, a note is

    included to indicate which answer choices were suppressed.

    - All percentages were rounded up or down to the nearest whole number. As such, percentages may not addto 100%.

    Background & Methodology

    Analytical Summary

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    2013 Market Survey | www.admediapartners.com

    % of Total Interviews

    Annual Revenue$50 Million or less 78%

    $51 - $500 Million 15%

    Over $500 Million 3%

    Dont know/refused 5%

    Ownership StructureFounder/management 75%

    Private equity-backed 13%

    Public company 6%

    Don't know/refused 6%

    Sample Profile

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    METHODOLOGYAbout AdMedia Partners

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    2013 Market Survey | www.admediapartners.com

    AdMedia Partners is a leading M&A advisor that provides middle-market mergers and acquisition advisory services todigital and traditional media, marketing and information businesses. Founded in 1990 and located in New York City, the

    firm has completed over 210 transactions worth over $8 Billion.

    Founded by former advertising, media, and financial executives, the firm focuses on mergers & acquisitions,

    divestitures, valuations and strategic consulting. AdMedia has provided transactional services and strategic andfinancial advice to the world's leading advertising and media companies. The firm's industry knowledge and strong

    transactional skills provide the best outcomes for both buyers and sellersthe strategic value that AdMedia Partners

    brings to every assignment.

    AdMedia's group of managing directors is among the most experienced financial advisors in the media, marketingservices, and Internet industries. Their diverse backgrounds as former operating and financial executives and

    entrepreneurs provide unique insights into both the strategic and operating issues that surface during mergers,

    acquisitions and divestitures. Management teams and shareholders benefit from the managing directors' keen and

    unique perspectives into the current themes and trends within the sectors that AdMedia covers. Most importantly, the

    managing directors speak the same language and have shared backgrounds with the clients they serve.

    The combination of AdMedia's industry expertise and financial advisory experience provides clients with a unique

    offering of industry-focused deal strategy and strong transactional experience. Unlike other financial advisory firms

    that provide more junior staff as the day-to-day contact, AdMedia assigns two managing directors to every assignmentwith a lead MD as the main point of contact. A team of experienced professionals supports the managing directors,allowing them to dedicate 100% of their time to working on behalf of clients.

    About AdMedia Partners, Inc.

    - Advertising- BPO/KPO- Consulting- Corporate Communications- CRM/Loyalty- Database Marketing/Services- Direct Marketing- Entertainment Marketing- Experiential Marketing- Government Affairs- Healthcare Marketing- Market Research- Media Buying & Planning- Promotional Marketing- Shopper Marketing

    - Analytics- eMarketing- Interactive TV- Mobile Marketing, Content &

    Applications- Online Advertising & Measurement- Online Market Research- Performance Marketing & Lead

    Generation- Search Marketing- Social Media Marketing- Software Development- UX/User Experience Design- Web & Application Development

    - Affiliate & Ad Networks- B2B Publishing- Consumer Magazines- Directories- Information Publishing- Newsletters- Online Communities- Online Media- Out-of-Home- Tradeshows- User-Generated Content

    Marketing & Business Services Digital Marketing & Technology Media & Digital Media

    http://www.admediapartners.com/about_admedia/index.html
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    2013 Market Survey | www.admediapartners.com

    Select AdMedia Partners, Inc. Transactions

    http://www.admediapartners.com/transactions/index.html
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    AdMedia Partners, Inc.Three Park Avenue, 31st Floor

    New York, NY 10016

    t: 212-759-1870

    [email protected]

    Contact

    http://www.admediapartners.com/http://www.admediapartners.com/contact_us/index.html