Media Technology – Strategic Industry Analysis
Transcription
Media Technology – Strategic Industry Analysis
Investment Bankers Media Technology – Strategic Industry Analysis April 8, 2015 Jonathan Hodson-Walker 508.651.2194 [email protected] Nicolas McCoy 508.651.2441 [email protected] Timothy Sousa 508.545.1380 x154 [email protected] Gregory Ucich 508.545.1380 x152 [email protected] 32 Pleasant Street Sherborn, MA 01770 www.silverwoodpartners.com Member FINRA and SIPC Key Strategic Topics 1 Strategic Perspectives & Industry Model 2 Silverwood Top 10 Trends in Video 3 Current Deal Environment – Valuation Analysis Copyright Silverwood Partners 2001 - 2015 2014 Page 1 Leading Media Technology Investment Bank Selected Media Technology Engagements Silverwood is highly active in media technology transaction flow Firm has worked with many leading media technology companies – advising or selling businesses to some of the premier companies in the industry September 2013 A functional beverage company has received an investment from: Has acquired Has been acquired by Has been acquired by Has been acquired by Strategic Financial Advisory The undersigned acted as financial advisor to Genstar Capital, LLC. The undersigned initiated this transaction and acted as exclusive financial advisor to Autocue Limited. The undersigned initiated this transaction and acted as financial advisor to eyeon Software, Inc. The undersigned initiated this transaction and acted as exclusive financial advisor to Manzanita, Inc. The undersigned acted as exclusive strategic financial advisor to ViewCast Corporation. Copyright Silverwood Partners 2001 - 2015 2014 Page 2 Silverwood – Deep Experience, Expertise Dedicated Team – Significant Presence at NAB Strategic Thought Leadership and Industry Perspectives … A Very Substan al Amount of Ac vity Outsourced R&D Source: Silverwood Es mates, last 18 months Representa ve Public Processes The Broadcast Opportunity Representa ve Trade Sales $5B Representa ve smaller vendor transac ons November 29, 2012 Jonathan Hodson-Walker Managing Partner 508-651-2194 [email protected] $3.5B Joshua Stinehour Senior Vice President 508-651-8134 [email protected] Representa ve, Private Equity Transac ons Industry Revenue 32 Pleasant Street Sherborn, MA 01770 www.silverwoodpartners.com (As Percentage of Revenue) “…[David] Ross currently fields ‘between one and three calls every week’ from companies who want to be bought. ‘That’s been going on for a shockingly long period of me.’” ‐ David Ross, CEO Ross Video Source: TVNewsCheck Immediate ra onaliza on of opera ng expenses (trade shows) Geographic Expansion Immediate incremental pipeline of business in target region Accelerates lengthy, expensive process of organic expansion S&M 30% ‐ 40% R&D 10% ‐ 20% Strategic Industry Analysis Global Business, High‐Touch Customers Gain local sales exper se, market knowledge April 2012 Jonathan Hodson-Walker 508.651.2194 [email protected] Nick McCoy 508.651.2441 [email protected] Joshua Stinehour 508.651.8134 [email protected] Brian Zapf 508.651.8135 [email protected] Copyright Silverwood Partners 2012 Apr 10 Apr 11 Apr 12 Apr 13 ? Credit Market Equity Markets Media Tech Industry Factors M&A Market Indicators Followed by Silverwood 32 Pleasant Street Sherborn, MA 01770 www.silverwoodpartners.com Page 30 Apr 09 Economic Ac vity G&A 10% Member FINRA and SIPC Copyright Silverwood Partners 2012 Apr 08 Confidence Level Investment Bankers Mi gate development and market introduc on risks Substan al number of smaller companies quietly for sale Apr 07 Typical Income Statement Metrics Accelerate me to market A number of ongoing or recently completed public evalua ons of alterna ves Representa ve IPOs What Happens in 2013 – M&A Market? M&A Straigh orward Ra onale Over Half of Industry Revenue Involved with M&A A number of high‐ profile transac ons Investment Bankers Member FINRA and SIPC Copyright Silverwood Partners 2012 Page 12 Page 22 Regularly Host, Attend, and Speak at Industry Events Ongoing Dialogue With Industry Leaders and Investors Call +1 (508) 651‐2194 to schedule a meeting at NAB Copyright Silverwood Partners 2001 - 2015 Page 3 Media Finance & Investor Conference Investment Bankers Panel Moderator: Jonathan Hodson‐Walker, Managing Partner, Silverwood Partners For Session Access Contact Kathy Foster at [email protected] or 508‐545‐1380 x 153 Copyright Silverwood Partners 2001 - 2015 Page 4 Market Size by Segment Broadcast and Media Market Size – $39B In Billions of USD 49% Services % Total Industry Revenue % of Product Revenue 0% 1.2 Acquisition and Production 23% 10% 2.4 Content and Communication Infrastructure 6% 20% 1.5 12% 30% 40% 1.9 Audio Storage 8% 10% 50% 6.4 1.0 Playout and Delivery Systems Automation and Control 33% 60% 70% 5% 80% 90% 0.7 Test, Quality Control, Monitoring 4.6 Post Production Products $ Revenue (B) Services, $19.1 4% 100% The Global Broadcast Market to Reach $44.3B by 2017 Services (49% of total) represented the largest portion of market revenue – size and share of total expected to increase with strategic trends of SaaS, outsourcing Acquisition and Production, Playout and Delivery total over 55% of product sales – both expected to gain with more devices for video production, consumption Content & Communications Infrastructure – segment expected to decrease in size with shift to IP video transmission in production operations Storage – requirements increasing but decline in storage costs offsetting growth Post Production – price sensitive market under significant margin pressure Audio, System Automation & Control, Test & Measurement – relatively stable Source: IABM and IABM DC Market Sizing research. Copyright Silverwood Partners 2001 - 2015 2014 Page 5 Silverwood Strategic Heat Index Strategic Buyer M&A Perspective by Sector Red Hot: High Strategic Interest Acquisition & Production Post Production Moderate: Average Strategic Interest Content & Communications Infrastructure Audio Storage Cold: Less Strategic Interest System Automation & Control Playout & Delivery Platforms Test, QC & Monitoring Cameras Graphics/ Branding Hardware Based Links Consoles Near-line/ Offline Storage Business Management Systems Integrated Playout Multiviewers Camera Lenses Transcoding Routing Switchers Processing/ Monitoring Playout Servers Library and Storage Management Offline/ Streaming Video Test Measurement Mobile Video Transport Video Editing Software Modular Interfacing Intercom/ Talkback Production Servers Playout Automation Encoders IP Video Transport Microphones Workflow Automation Transmitters Monitors Digital Asset Management Content Recognition, Second Screen Drones Switchers Content Security SaaS, Software, Technology Enabled Services Copyright Silverwood Partners 2001 - 2015 2014 Page 6 Click to editVideo Master title style Silverwood Industry Model Acquisition & Production Cameras - ENG Post Production Graphics & Branding Content & Communications Infrastructure Communication Links Audio Consoles Storage Near-line/Off-line and Archival Storage System Automation & Control Broadcast Business Management Systems Playout & Delivery Platforms Integrated Playout (Channel in a Box) Test, QC & Monitoring Multiviewers Routing Switchers Processing/ Monitoring Cameras - Studio Ingest/ Transcoding/ Streaming Playout/ Transmission Servers Signal Processing/ Interfacing/ Modular Test & Measurement Library & Storage Management [Atempo] Off-line / Streaming Video Delivery Platforms Playout Automation Intercom/ Talkback Camera Lenses Transmission Encoders Production Servers Microphones Production Switchers Video Editing Workflow/ Asset Management Video Transport Transmitters Monitors (speakers) [Screen Service] Page 7 Silverwood Top 10 Video Industry Trends Strategic Trends Driving the Video Industry – Social, Mobile, Advertising New media ecosystem growing in parallel and merging with traditional media ecosystem Principal intersection points – mobile, OTT, multiscreen, ad tech 1. Continued fragmentation of channels and content 2. Unraveling of the cable bundle 3. Growing importance of online TV consumption 4. Video – the killer app for mobile 5. Social media: virtual video “word of mouth” 6. Content discovery in a fragmenting media environment 7. Programmatic advertising 8. Security in the connected video ecosystem 9. Growth of video in the enterprise 10. Collapse in pricing for specialized video equipment Copyright Silverwood Partners 2001 - 2015 2014 Page 8 Fragmentation – Content, Channels, Audience Exponential Increase in the Number of TV Channels Over Time; More Content on More Platforms to More Users – Audience Fragmentation Traditional cable companies have seen their overall subscribership drop by ~3% per quarter from the first quarter of 2012 to the second quarter of 20141 More companies targeting OTT/virtual MSO offerings with and without STBs – Amazon, Apple, Google, Hulu, Netflix, Roku, Sling, Sony (PS), Tivo, many others Content providers experimenting with direct-to-consumer Impact of explosion in Internet media channels and new media platforms TBD 1. MoffettNathanson 1950 1960 Broadcast (4) 1970 1980 1990 Cable Networks (500+) 2000 2010 Digital (1,000,000+) Source: LUMA Partners Copyright Silverwood Partners 2001 - 2015 2014 Page 9 Cable Packages Starting to Unravel The Future of Bundled Cable in Question The average American TV household receives 189 channels, but tunes into just 17 channels1 Average cable bill growing at 5.8% per year, outpacing inflation – up 30% over past 5 years2 Increasing programming costs, particularly for sports, driving cost escalation – cost passed on to consumers; non-sports viewers effectively subsidizing sports viewers Increasing incentive for viewers to try alternatives and reduce cost, combined with proliferation of OTT alternatives driving change Net neutrality, new business models, new technology, new market entrants all in the mix Beginning in March 2016, Canadian regulatory authorities will require cable TV providers to let their customers pick and pay for channels after a $35/mo. basic package 1. Time Magazine “The Cable-TV Bundle Is Finally Starting to Unravel 1. Time Magazine 2. ABC News “Average Cable Rates on the Rise” Copyright Silverwood Partners 2001 - 2015 2014 Page 10 Growing Importance of Online TV Younger Generations Watch the Most Online TV and Make Up the Largest Percentage of the Total Online Adult Audience Online TV viewership increasingly important for content and service providers Younger generations watch more television online, through OTT platforms across a suite of devices US Monthly Online TV Program Viewers, by Age Group 170 150 OTT Devices Monthly Viewers Indexed to Online Adult Average (100) 145 141 130 108 110 Read as: (2014) Among online adults, those in the 18-24 bracket are 45% more likely than average to watch TV programs online in a typical month 90 80 70 61 50 30 18‐24 Read as: (2014) Among online adults, 21.5% of monthly online TV program viewers are aged 18-24 ??? 35‐44 45‐54 55‐64 40 65+ 29.0% 30% % Share of Total Online Adult Audience 25‐34 21.5% 20.5% 20% 14.9% 10% 9.4% 4.7% 0% Source: Experian Marketing Services’ Winter 2014 Simmons National Consumer Study Copyright Silverwood Partners 2001 - 2015 2014 Page 11 Video – The Killer App for Mobile Time Spent Watching Video on Mobile Devices Doubled in 2014 Mobile video ad spending in the US more than doubled from 2013 ($720MM) to 2014 ($1.5B) and is anticipated to reach $6B by 2018 – television advertising still outpaces digital video 6:11 Mobile focused new media companies experimenting with, optimizing video experience for massive customer base – Facebook has 1.35 billion active users Parallel ecosystem to traditional media with real-time, user level personalization 20 percent of all online video consumption happens on mobile devices Billions of USD Advertising by Type 100 90 80 70 60 50 40 30 20 10 0 Recent Mobile Video Acquisitions $2 $2 $4 $5 $6 $0 $1 $74 $65 $71 $79 $69 $76 $66 $3 $4 2013 $5 $5 $6 $6 $7 2012 2014 2015 2016 2017 Desktop Video Advertising TV Advertising Mobile Advertising Revenue 2018 1. Techcrunch, Why Mobile Video Advertising is Set to Explode Copyright Silverwood Partners 2001 - 2015 2014 Page 12 Social Media – Significant Video Opportunity Social Media – Important Customer Base for Video Monetization By 2018 almost 90% of tablet owners projected to regularly consume video1 86% of mobile use is “in-application” – video a focus for social media platforms Facebook emerging as next major video platform – implemented Autoplay, acquired LiveRail, Quickfire, and enabled video-view counts In 2014, 83% of worldwide users accessed Facebook on mobile whereas only 39% accessed YouTube on mobile Mark Zuckerberg: “The content that people want … Five years ago it was mostly text. Today it’s photos. Fast forward five years. It’s going to be video.” F8 DevCon Recent Mobile Video Acquisitions Sites/Apps Used to Watch Digital Video Read as: 75% of connected US adults use YouTube to watch Video We are excited to bring QuickFire Networks on board as we continue delivering a highquality video experience to the 1.3 billion people who use Facebook 1. Forbes Vine Dailymotion Vimeo Hulu Plus Instagram Hulu Yahoo Netflix Facebook YouTube 0% Copyright Silverwood Partners 2001 - 2015 2014 50% 100% Page 13 Content Discovery/Recognition Solving the Problem of Having 800 Channels and Nothing to Watch Companies creating solutions that span capabilities across channels and devices in face of media fragmentation and appification of delivery infrastructure Automation, contextuality, temporality, sociality, geolocation all converged for deep personalization and content matching – market leader yet to be determined Each acquirer/investor working to monetize automatic content discovery/ recognition across devices Personalized Search Personalized Recommendations Mood Discovery Social Discovery Monetization Notable, content discovery/recognition M&A and financings Copyright Silverwood Partners 2001 - 2015 2014 Page 14 Programmatic Advertising – Land Rush 20% of TV Advertising will be Bought Programmatically by 20181 In a December 2014 survey, just 14% of senior ad buyers were using programmatic TV advertising, 19% expected to start in 20151 With online programmatic ad revenue expected to top $15B this year2 – TV represents natural next opportunity for programmatic technology Multiple vendors building platforms and technology focused on programmatic infrastructure for traditional TV market – land rush mentality for dominant position US Share of Digital Advertising Revenue “In seven to ten years, all TV will be streamed, every ad will be dynamically served, targeted and measured” Scott Rosenberg, Roku Early Leaders ‘This year, we’ll see real auctions running inside of many of the apps that sit inside your Roku, your Amazon Fire or your Apple TV” Jeff Green, CEO of The Trade Desk 1. e-Marketer 2. Business Intelligence Copyright Silverwood Partners 2001 - 2015 2014 Page 15 Security – Content, Systems … and Partners Content Security; Infrastructure Security – Challenge The IT breach of Sony’s network, leading to the leak of confidential content, has placed cybersecurity at the front of every corporation’s priority list Increased use of SaaS, outsourced services introduces complex interconnections between systems with potentially untested and unknown vulnerabilities As users become more mobile, content generation increases, and the number and sophistication of hacking attempts rises, breaches will be inevitable “Our customers in [the broadcast] market are already planning for IP-based solution[s] that automate complex and critical workflow systems and processes. Ensuring that these networks' elements and content is safe and secure will become increasingly important to them.” John Stroup, President and CEO of Belden Belden Buys Security Firm Tripwire Belden purchased Tripwire in January 2015 for $710MM – 2015E revenue of $165MM Has Acquired For 4.3 x Revenue 1. CNN, “Government hacks and security breaches skyrocket Source: Belden Copyright Silverwood Partners 2001 - 2015 2014 Page 16 Growing Opportunity in Enterprise Video Enterprises Use Video in Many Different Ways; Increased Use Expected The most popular use of video within the enterprise is for marketing and brand promotion; when choosing provider, enterprises care most about ease-of-use, cost Of the 1,300 future global business leaders under the age of 35 polled, ~61% said they will more frequently use enterprise-class video over the next 5-10 years1 Opportunities for low cost production systems; outsourced video management 1. Cisco (study conducted by Redshift Research) Video Usage By Activity Choosing an Enterprise Video Solution Read as: (2014) 78% of surveyed enterprises use video for marketing and brand promotion #1 Ease of Use Recruiting 35% Help Desk or Customer Service 37% Quarterly Calls #2 Price 51% Promotional Internal Iniatives 55% Customer Webinars 60% Employee Generated Content 60% Executive Communications #3 Reliability and Scalability 62% Onboarding & Workforce Training 64% Training Customers, Partners and… 65% Meetings and Internal Communications 66% Company Events Coverage 67% #4 Breadth of Features Product and Product Marketing Videos 77% Marketing and Brand Promotion Videos 78% 0% 20% 40% 60% 80% #5 Versatility & Ease of Customization 100% Source: The State of Video in the Enterprise A Kaltura Report Copyright Silverwood Partners 2001 - 2015 2014 Page 17 Specialized Equipment Prices Falling High-Priced Hardware Providers Under Significant Pricing Pressure Innovators like Blackmagic Design and NewTek continue to offer high-quality, lowcost production-grade alternatives with fast expanding product ranges Low price point leads to trial, increased familiarity, market share gains Blackmagic URSA EF $175,000 $5,995 Switchers Cameras Grass Valley LDX 81 4K 29x VS. GV Karrera K-Frame S-Series Switcher NewTek Tricaster Mini HD4i $65,000 $9,995 VS. NewTek 3Play 425 $180,000 $21,995 Adequate functionality – most of the features needed by most users most of the time relentless focus on minimizing manufacturing cost Technology shift to IP – 8.2x VS. Focus of Low-Cost Providers Low cost manufacturing – 6.5x EVS 4K Replay & Zooming Replay Price Difference impending shift to video over IP in production environment will further assist low cost providers Copyright Silverwood Partners 2001 - 2015 2014 Page 18 M&A Activity – Exceptional 2014; Strong 2015 Representative Transactions 2011 2012 2013 2014 # of Transactions* 56 58 64 76 Mean 3.8x 2.3x 1.6x 1.7x 1.9x Median 2.3x 1.4x 1.3x 1.4x 1.5x Revenue Multiple * Representative transactions involving media technology vendors 2015 25 Year‐to‐Date at 4/7/2015 Source : Capital IQ, Silverwood Partners estimates Copyright Silverwood Partners 2001 - 2015 Page 19 M&A Activity – Continued Strength M&A Market Perspectives 2014 transaction volume exceeds 2013 when (excluding Verizon/Vodafone deal) Strongest first quarter for M&A since Q1 2007 – 23% YoY ($) growth in Q1 2015 Technology M&A Environment Global M&A Activity Information Technology and Telecommunication Services Closed M&A Transactions Since 2010; Source: CapitalIQ Q1 2015 vs. Q1 2014; Source: Thomson Reuters Transaction Volume (billions of USD) Number of Transactions 900 5,700 400 5,600 350 5,500 300 5,400 250 5,300 200 5,200 150 5,100 100 5,000 50 Transaction Volume (billions of USD) Number of Transactions 9,900 800 Number of Tansactions Transaction Volume (billions of USD) Transaction Volume (billions of USD) 450 5,800 8,900 700 600 7,900 500 400 6,900 300 200 5,900 100 4,900 2010 2011 2012 2013* 2014 * The Verizon/Vodafone deal accounts for ~$130B of 2013 transaction volume 4,900 2014 Q1 Copyright Silverwood Partners 2001 - 2015 2015 Q1 Page 20 Number of Transactions 500 M&A Market Indicators – Highly Favorable April 09 April 10 April 11 April 12 April 13 April14 April 15 Confidence Level Economic Activity Credit Market Equity Markets Media Tech Industry Factors M&A Market Indicators Followed by Silverwood Copyright Silverwood Partners 2001 - 2015 Page 21 Equity Markets at All-Time Highs M&A Activity Strongly Correlated with Equity Markets NASDAQ at 4,887 approaching all-time high of 5,408 S&P 500 at 2,067 – near all-time high of 2,117 reached on 3/2/2015 Dow at 17,763; near all-time high of 18,024 reached on 12/23/2014 NASDAQ Composite 6000 5000 All-Time High 4000 3000 2000 1000 0 Source: Yahoo!, figures as of 4/2/2015 Copyright Silverwood Partners 2001 - 2015 2014 Page 22 Significant Private Equity Capital Available U.S. PE Firms Aggressively Searching for Acquisitions Over $500 billion of U.S. PE capital available for equity investment Purchasing power 3x to 4x this amount with leverage, reinvested equity Significant recent sector activity by PE buyers – Telestream, Vizrt, ChyronHego Source: PitchBook; as of 2Q 2014 Copyright Silverwood Partners 2001 - 2015 2014 Page 23 Historically Low Corporate Borrowing Costs Investment Grade Issuers – Low Yields, Low Spreads Single-A rated firms can borrow for 20 years at less than 400 bps Spread compression to Treasurys and between investment grades Lowers overall cost of capital and hurdle return threshold for buyers Investment Grade Bond Yields A AA AAA 400 350 Basis Points 300 250 200 150 100 50 0 2 5 10 20 Maturity (years) Source: PitchBook; as of 2Q 2014 Copyright Silverwood Partners 2001 - 2015 2014 Page 24 Public Companies – Over 2.5X Revenue Valuation Distribution: Enterprise Value/Revenue 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x Adobe Systems Incorporated (NasdaqGS:ADBE) Akamai Technologies, Inc. (NasdaqGS:AKAM) Autodesk, Inc. (NasdaqGS:ADSK) Rovi Corporation (NasdaqGS:ROVI) Espial Group, Inc. (TSX:ESP) RealD Inc. (NYSE:RLD) GoPro, Inc. (NasdaqGS:GPRO) EVS Broadcast Equipment S.A. (ENXTBR:EVS) DTS Inc. (NasdaqGS:DTSI) Dolby Laboratories, Inc. (NYSE:DLB) Semtech Corporation (NasdaqGS:SMTC) Evertz Technologies Limited (TSX:ET) Mirada Plc (AIM:MIRA) Internap Corporation (NasdaqGS:INAP) Net Insight AB (OM:NETI B) Source: S&P Capital iQ: As of April 06, 2015 Copyright Silverwood Partners 2001 - 2015 2014 Page 25 Public Companies – 1.0x – 2.5x Revenue Valuation Distribution: Enterprise Value/Revenue 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x Opera Software ASA (OB:OPERA) AwoX S.A. (ENXTPA:AWOX) Belden Inc. (NYSE:BDC) Alticast Corp. (KOSDAQ:A085810) Cisco Systems, Inc. (NasdaqGS:CSCO) Prime Focus Limited (BSE:532748) CommScope Holding Company, Inc. (NasdaqGS:COMM) ATEME SA (ENXTPA:ATEME) Anevia SA (ENXTPA:ALANV) Limelight Networks, Inc. (NasdaqGS:LLNW) Brightcove Inc. (NasdaqGS:BCOV) TiVo Inc. (NasdaqGS:TIVO) Wegener Corp. (OTCPK:WGNR) Marvell Technology Group Ltd. (NasdaqGS:MRVL) AudioCodes Ltd. (NasdaqGS:AUDC) Harmonic Inc. (NasdaqGS:HLIT) The Vitec Group plc (LSE:VTC) Comtech Telecommunications Corp. (NasdaqGS:CMTL) Sigma Designs, Inc. (NasdaqGS:SIGM) Tata Communications Limited (BSE:500483) Orad Hi Tec Systems Ltd. (XTRA:OHT) Canare Electric Co. Ltd. (TSE:5819) Avid Technology, Inc. (NasdaqGS:AVID) ARRIS Group, Inc. (NasdaqGS:ARRS) Vislink plc (AIM:VLK) Source: S&P Capital iQ: As of April 06, 2015 Copyright Silverwood Partners 2001 - 2015 2014 Page 26 Public Companies – Less Than 1.0x Revenue Valuation Distribution: Enterprise Value/Revenue 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x SeaChange International, Inc. (NasdaqGS:SEAC) Quantum Corporation (NYSE:QTM) Zoo Digital Group plc (AIM:ZOO) TVLogic Corp. (KOSDAQ:A121800) Samsung Electronics Co. Ltd. (KOSE:A005930) Technicolor SA (ENXTPA:TCH) Barco NV (ENXTBR:BAR) Pace plc (LSE:PIC) ViXS Systems, Inc. (TSX:VXS) Sizmek Inc. (NasdaqGS:SZMK) Image Systems AB (OM:IS) Christie Group plc (AIM:CTG) Sony Corporation (TSE:6758) Concurrent Computer Corporation (NasdaqGM:CCUR) Smart Technologies Inc. (TSX:SMA) RealNetworks Inc. (NasdaqGS:RNWK) Netgem SA (ENXTPA:NTG) Optical Cable Corp. (NasdaqGM:OCC) Dalet S.A. (ENXTPA:DLT) Blonder Tongue Laboratories Inc. (AMEX:BDR) International Datacasting Corporation (TSX:IDC) Blinkx plc (AIM:BLNX) Source: S&P Capital iQ: As of April 06, 2015 Copyright Silverwood Partners 2001 - 2015 2014 Page 27 What is the Equity Market Rewarding? TEV/Rev (LTM) Representative Public Companies • Strategic Technology • Sustainable Position/Strong Growth • Strong Operating Performance 2.5x • Good Technology, Possibly Strategic • Near‐Term Growth • Solid Operating Performance 1.0x • Technology – Mature or Underappreciated • Uncertain or Evolving Growth Story • Mixed Operating Performance Copyright Silverwood Partners 2001 - 2015 Page 28 Selected M&A Transactions Date Closed Target Buyer Business Description (Target/Issuer) Mar-19-2015 Vizrt Ltd. Nordic Capital, Nordic Capital Fund VIII LP Mar-09-2015 ChyronHego Corporation Vector Capital, Vector Capital IV, L.P. Feb-17-2015 True[X] Media, Inc. Twenty-First Century Fox, Inc. Feb-12-2015 Video Insight, Inc. Panasonic Corporation of North America, Inc. Feb-09-2015 Tweak Software, Inc. Shotgun Software Inc. Feb-02-2015 Yashi, Inc. Nexstar Broadcasting Group, Inc. Vizrt Ltd., together with its subsidiaries, provides real-time 3D graphics, studio automation, sports analysis, and media asset management tools for broadcast industry worldwide ChyronHego Corporation provides broadcast graphics creation, play-out, and real-time data visualization for live television, news, and sports production True[X] Media, Inc. provides interactive advertisement services that run in mobile games and streaming music application Video Insight, Inc., a software development company, focuses on writing digital video recording software EV/Sales EV/EBITDA 318 2.3x 11.1x 112 1.9x 20.6x 200 Tweak Software, Inc. develops tools for playback and review needs Yashi, Inc. provides digital marketing services Timeline Labs, LLC operates a platform for media companies and brands to discover, display, and measure social content and conversations DivX, LLC develops, distributes, and licenses digital video technologies for PC, living room, and mobile environments Feb-02-2015 Timeline Labs, LLC SeaChange International, Inc. Jan-30-2015 DivX, LLC NeuLion, Inc. Jan-26-2015* RGB Networks, Inc. Imagine Communications Corp. Jan-15-2015 Telestream, Inc. Genstar Capital, LLC, Genstar Capital Partners IV, L.P. Jan-02-2015 Tripwire, Inc. Belden Inc. Dec-22-2014 Faber Audiovisuals B.V. NEP Group, Inc. Faber Audiovisuals B.V. offers video screen and audio-video equipment rental services Dec-19-2014 KXRM-TV, KXTU-LD and WTTA-TV Media General Operations, Inc. Sinclair Broadcast Group, KXRM-TV, KXTU-LD and WTTA-TV comprises television stations Dec-17-2014 Vidmaker Inc. YouTube, LLC Vidmaker Inc. develops a social video platform where anyone can create video and share it everywhere Dec-15-2014 BrightRoll Inc. Yahoo! Inc. BrightRoll Inc. develops and provides software that automates digital video advertising Source: S&P Capital iQ EV (MM USD) 33 26 66 RGB Networks, Inc. provides multi-screen IP video delivery and monetization solutions Telestream, Inc. provides live and on-demand digital media tools and workflow solutions that allow consumers and businesses to transform video on the desktop and across the enterprise Tripwire, Inc. provides information technology (IT) security and compliance management solutions for enterprises, government agencies, and service providers 710 4.3x 93 640 *Announced date Copyright Silverwood Partners 2001 - 2015 2014 Page 29 Selected M&A Transactions Date Closed Target Buyer Business Description (Target/Issuer) Dec-04-2014 Nexage Inc. Millennial Media Inc. Dec-01-2014 Vidible, Inc. AOL Inc. Nov-12-2014 television 101 LLC Strategic Global Investments, Inc. Nov-04-2014 Dashbox Inc. FilmTrack Inc. Oct-31-2014 Fanhattan, Inc. Rovi Corporation Oct-31-2014 Doremi Labs, Inc. Dolby Laboratories, Inc. Oct-30-2014 OpenTV, Inc., Advanced Advertising Business Unit Imagine Communications Corp. Oct-22-2014 BluWave Productions, LLC StudioNow, Inc. Oct-20-2014 Videoplaza AB Ooyala, Inc. Oct-08-2014 Fabrix Systems Ltd. Ericsson Oct-03-2014 Qumu Cloud Qumu Corporation Nexage Inc. provides mobile advertising solutions to publishers and developers, media buyers, agencies, and advertisers Vidible, Inc. operates a video management and exchange platform television 101 LLC develops and produces film, television shows, and commercial spots Dashbox Inc. provides a Web-based, business-tobusiness workflow management system for music synchronization licensing Fanhattan, Inc. provides cloud-based Fan TV products Doremi Labs, Inc. develops and manufactures digital cinema servers and integrated media blocks Qumu Cloud provides a enterprise video platform Ooyala, Inc. Telstra Corporation Limited Sep-30-2014 Autocue Group Ltd Vitec Videocom Ltd Sep-22-2014 Aviary, Inc. Adobe Systems Incorporated Sep-12-2014 Eyeon Software Inc. Blackmagic Design Pty. Ltd. Sep-11-2014 1049 Productions LLC VIA Productions, LLC Sep-11-2014 Manzanita Systems, LLC DTS Inc. Sep-11-2014 mediapeers GmbH Deluxe Entertainment Services Group Inc. EV/Sales 119 3.5x EV/EBITDA 37 112 Advertising business systems BluWave Productions, LLC provides video and Web production services Videoplaza AB develops sell-side advertisement serving and management platform for broadcasters, video publishers, and advertising networks Fabrix Systems Ltd. provides cloud-based scale out storage and computing platform for applications requiring processing and storing of large amounts of data Oct-01-2014 EV (MM USD) Ooyala, Inc., a video technology company, provides video solutions for media companies, brands, broadcasters, enterprises, and large operators Autocue Group Ltd. provides teleprompting solutions to broadcast industry Aviary, Inc. develops and provides Aviary, a technology platform for filters and frames, creative stickers, touch-up tools, and more eyeon Software Inc. develops applications for the VFX and postproduction communities 1049 Productions LLC offers film and video direction and editing services Manzanita Systems, LLC develops MPEG software solutions for digital television, video on demand, digital ad insertion, and over-the-top applications mediapeers GmbH operates mediapeers exchange, a Web-based business-to-business marketplace for audiovisual content 95 5.7x 15 2.6x 360 Source: S&P Capital iQ Copyright Silverwood Partners 2001 - 2015 2014 Page 30 Selected Private Placement Transactions Date Closed Target Investor(s) Business Description (Target/Issuer) Transaction Value (MM USD) Mar-23-2015 Breaker Co., Ltd. Dream Incubator Inc., gumi ventures Breaker Co., Ltd. develops and markets video entertainment software for mobiles in Japan Mar-16-2015 Viggle Inc. Sillerman Investment Company III LLC Viggle Inc. operates as a mobile and Web-based entertainment marketing platform 30 3/3/2015* Keek Inc. AGF Investments Inc., Pinetree Capital Ltd. and Plazacorp Ventures. Keek Inc. operates as a mobile video social network 12 Mar-03-2015 SoMedia Networks, Inc. Mcallister Holdings Ltd SoMedia Networks, Inc. develops and operates cloudbased video content production platforms and video production services for the business and news markets 1 Feb-25-2015 Lytro, Inc. Allen & Company Inc., Investment Arm, GSV Capital Corp., GSV Asset Management, LLC, Danhua Capital Lytro, Inc. develops cameras for computational photography 50 Feb-19-2015 Magic Pony Technology Ltd. Entrepreneur First Magic Pony Technology Ltd. develops technology for video compression Feb-17-2015 Applicaster Ltd. 83 North, Pitango Venture Capital Applicaster Ltd. provides white label broadcast solutions for cross-screen television (TV) experiences 11 Feb-05-2015 SimpleStream Ltd Beringea LLC, Yolo Leisure and Technology plc SimpleStream Ltd. provides a range of pre-built streaming solutions ready for instant deployment 3 Videoo, Inc. Krillion Ventures Videoo, Inc. operates an online platform that automatically connects social videos using hashtags to form dynamic crowd-sourced playlists 2 Feb-04-2015 Taboola.com Ltd. Comcast Ventures, Advance Publications, Inc., Groupe Arnault SAS, Fidelity Management & Research Company, Steadfast Capital Management LP, Marker LLC, YJ Capital Inc. Taboola.com Ltd. operates a content discovery platform that serves publishers, marketers, and agencies 117 Feb-04-2015 Zoom Video Communications, Inc. QUALCOMM Ventures, Emergence Capital Partners, Horizons Ventures Limited Zoom Video Communications, Inc. offers cloud-based video meeting and conferencing services 30 Jan-14-2015 Build Scale Inc. Bessemer Venture Partners, iNovia Capital, SoftTech VC, OMERS Ventures, Salesforce Ventures Build Scale Inc. provides a video platform for businesses, bloggers, and individuals to put video on their Websites 18 2/4/2015* Source: S&P Capital iQ *Announced date Copyright Silverwood Partners 2001 - 2015 2014 Page 31 Select Private Placement Transactions Date Closed Target Investor(s) Business Description (Target/Issuer) Transaction Value (MM USD) Jan-13-2015 Teads Partech International, GIMV NV, Bpifrance Investissement, Elaia Partners, Fonds Ambition Numérique Teads operates a platform for social video advertising 14 Dec-22-2014 Elemental Technologies, Inc. Norwest Venture Partners, Voyager Capital, General Catalyst Partners, Sky plc, Telstra Ventures Pty Limited Elemental Technologies, Inc., a software company, provides video processing solutions to pay TV operators, content programmers, broadcasters, and enterprise customers worldwide 15 Dec-11-2014 VideoAmp Anthem Venture Partners, ZenShin Capital Partners, Simon Equity, LLC, Wavemaker Partners, Third Wave Capital VideoAmp, Inc. develops and provides a programmatic advertising platform 2 Nov-30-2014 RiverSilica Technologies PVT LTD Reservoir Investment Managers (India) LLP, Exfinity Technology Fund - Series I RiverSilica Technologies PVT LTD builds and markets video distribution systems 2 Nov-24-2014 VIDCOIN Bpifrance Investissement, Virtual Network SA, Kima Ventures VIDCOIN provides in-application video advertising services 1 Nov-18-2014 Ngcodec Inc. Belmore Capital Pty. Ltd. Nov-10-2014 SoMedia Networks, Inc. Mcallister Holdings Ltd Oct-31-2014 Pocket Supernova Inc. CyberAgent Ventures, Inc., East Ventures, 500 Startups, 500 Startups, KLab Ventures Inc. Oct-29-2014 HouseLens Inc. Undisclosed Oct-22-2014 Encoding.com Inc. Harmonic Inc., Zelkova Ventures, Metamorphic Ventures Encoding.com Inc. provides video encoding services 4 Oct-22-2014 Roku, Inc. Menlo Ventures, Twenty-First Century Fox, Inc., British Sky Broadcasting Group plc (nka:Sky plc) Roku, Inc. offers streaming entertainment devices for delivering entertainment to the television 25 Oct-09-2014 Sphericam Silicon Gardens Investments, LLC, Silicon Gardens Fund Sphericam manufactures panoramic spherical video cameras Sep-23-2014 Deluxe Entertainment Services Group Inc. MacAndrews & Forbes Holdings, Inc. Deluxe Entertainment Services Group Inc. provides media and entertainment services Ngcodec Inc. develops video encoder technology that implements high efficiency video coding (HEVC) standard SoMedia Networks, Inc. develops and operates cloudbased video content production platforms and video production services for the business and news markets Pocket Supernova Inc. develops video-messaging application including Unda to record videos, decorate them with text and graphics HouseLens Inc., a photography, videography, and advertisement company, provides video marketing solutions for real estate agents 1 2 100 Source: S&P Capital iQ Copyright Silverwood Partners 2001 - 2015 2014 Page 32 Expertise, Excellence, Execution Senior‐Level Commitment • Senior team members present at pitch work directly on transaction to ensure successful result • Dedicated staff with industry knowledge and experience support senior team members Immediately Responsive Industry Knowledge • Firm is highly selective in accepting new engagements • Most active investment bank in the media technology industry • Small number of transactions enables team to immediately dedicate necessary focus and resources to new engagement • Ongoing dialogue with industry executives and investors Copyright Silverwood Partners 2001 - 2015 2014 • Unmatched industry access Page 33 Important Information The analysis and views expressed herein have been developed by Silverwood Partners LLC (“Silverwood”) or obtained from various third-parties. The material contained herein, while not guaranteed, is based on information that is believed to be reliable and accurate. This strategic industry analysis (“Strategic Analysis”) is prepared for general circulation and is circulated for general information only. It is not and is not intended to be a “Research Report” as defined by NASD Rule 2711 of the Financial Industry Regulatory Authority (“FINRA”) effective as of the date hereof or as amended. Specifically, this Strategic Analysis does not provide information reasonably sufficient upon which to base an investment decision as it does not have regard to the particular investment objectives, financial situation and the needs of any person or entity who may receive this document. Silverwood does not assess for any particular investor the suitability of any particular investment or the potential value of any particular investment. None of the information contained herein constitutes a recommendation or a solicitation by Silverwood or a recommendation or solicitation that any particular investor should purchase or sell any particular security in any amount, or at all. Investors should seek financial advice regarding the appropriateness of investing in the securities of any company mentioned in this Strategic Analysis and should understand that statements regarding future prospects may not be realized. Past performance is not necessarily a guide to future performance. This Strategic Analysis is not intended to provide tax, legal, or investment advice. Neither the information nor any opinion expressed herein constitutes an offer, or an invitation to make an offer, to buy or sell any securities or any options, futures or other derivatives related to such securities. Silverwood, its partners, members, officers, employees, contractors, referral sources or members of their families may have a long or short position in any securities of the companies mentioned in this Strategic Analysis or in related investments. As an investment bank, Silverwood may be actively seeking to be retained by, may actually be retained by or may have in the past been retained by any of the companies mentioned in this Strategic Analysis. In addition, Silverwood personnel may have in the past provided services to certain companies mentioned in this report when employed by other firms. Furthermore, consultants to or referral sources for Silverwood, or former employees of Silverwood with continuing compensation arrangements with Silverwood, may have, or may have clients with, positions in securities referenced in this Strategic Analysis. For information on recent investment banking relationships between Silverwood and the companies mentioned in this Strategic Analysis, please contact: Chief Compliance Officer, Silverwood Partners LLC, Silverwood Farm Place, 32 Pleasant Street, Sherborn, MA 01770. Silverwood does not (i) guarantee the accuracy, timeliness, completeness, or correct sequencing of the information contained herein, or (ii) warrant any results from the use of the information contained herein. This Strategic Analysis has been prepared as of the date indicated and may become unreliable because of subsequent market or economic circumstances. IN NO EVENT WILL SILVERWOOD, ITS PARTNERS, MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, REFERRAL SOURCES AND RELATED PERSONS, OR OTHER PERSONS TRANSMITTING THIS STRATEGIC ANALYSIS BE LIABLE TO THE USER OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, TRADING LOSSES, INVESTMENT LOSSES AND DAMAGES THAT MAY RESULT FROM THE USE OF THIS STRATEGIC ANALYSIS OR FOR OMISSIONS OR INACCURACIES IN THIS STRATEGIC ANALYSIS) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DOCUMENT IS NOT A “RESEARCH REPORT” AS DEFINED BY NASD RULE 2711 OF FINRA. EFFECTIVE AS OF THE DATE HEREOF OR AS AMENDED. AS A CONDITION TO USING THIS STRATEGIC ANALYSIS, THE USER EXPRESSLY WAIVES ANY CLAIM THE USER MAY HAVE AGAINST SILVERWOOD, OR ANY OTHER PERSON WITH RESPECT TO THIS STRATEGIC ANALYSIS. THERE IS NO WARRANTY OF MERCHANTIBILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE, AND NO WARRANTY OF NONINFRINGEMENT. THERE IS NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THIS STRATEGIC ANALYSIS OR THE INFORMATION CONTAINED HEREIN. Copyright Silverwood Partners 2001 - 2015 Page 34