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Review of Key Trends in Internet/Digital Media
November 8, 2013
Agenda
I.

Setting the Stage

II. Breakdown of Digital Media Sector Activity
III. 2014 Predictions

IV. Quick Gridley Commercial

© 2013 Gridley & Company LLC

2
I. Setting the Stage
Broad Market Glance YTD 2013
Market Index Performance
60%

Key Themes in Internet/Digital Media
Performance of Internet Bellwethers

+30.5% YTD

YTD

Since 2008

44.6%

284.5%

65.2%

41.4%

4.5%

60.5%

84.5%

20%

47.9%

42.0%

40%

NA

0%

+23.6% YTD
(20%)

Strong Market Despite Headwinds
•

High unemployment: 7.2% in September

(40%)

•

Fiscal ceiling uncertainty / government
shutdown

(60%)

•

Record amount of cash on corporate balance
sheets

Jan-08 Sep-08 Jun-09 Feb-10 Nov-10 Jul-11 Apr-12 Jan-13 Sep-13

Source: PriceWaterhouse Coopers; National Venture Capital Association (2013); Capital IQ.

© 2013 Gridley & Company LLC

4
M&A and VC Volume Appear to Be In Line with Prior Years
M&A and Venture Funding Volume Since 1995 ($ in billions)
$45.0

$200.0

$40.0

$180.0
VC

$35.0

$160.0

M&A

$140.0
$30.0

$120.0
$25.0

$100.0
$20.0

$15.0

$60.0
$10.0

$40.0

$5.0

$20.0

$0.0

$0.0

Source: PriceWaterhouse Coopers; National Venture Capital Association (2013); Capital IQ.
© 2013 Gridley & Company LLC

5

M&A Volume

Venture Funding

$80.0
Billion Dollar Valuations with Little to No Revenue
-Are We in a Bubble?
“Big companies are scarcely growing, and interest rates remain near zero, boosting
zeal for investment opportunities in companies with high-growth potential.” -WSJ
10/27/13
“The price tag… is determined by the market, which right now
is starting to look like the housing bubble of the mid-2000s.
-NYT 10/31/13

Billion Dollar Valuations ($ millions)
M&A

Private Placement

IPO
$13,600

$4,000
$1,000

Tumblr

Waze

$0

$13

$0

$3,400

$966

Instagram

LTM Revenue

$1,100

$3,800

$1,160
Snapchat

$0

$0

Source: Capital IQ, TechCrunch, Wall Street Journal article dated 10/27/2013
© 2013 Gridley & Company LLC

Pinterest

6

Uber

$125

Rocketfuel

$107

$1,062
Twitter

$82

RetailMeNot

$145
Performance for Digital Media Related IPOs have been
Strong This Year
2013 YTD Internet IPOs
($ in millions, except per share figures)
Pricing
Date

Company

Market
Cap
Performance Current
@ IPO
Since IPO Market Cap

02/14/13

$509.4

03/04/13

50.4

03/21/13

432.8

05/16/13

465.2

05/16/13

$1,102.1

7.8x

NM

NM

(42.5%)

33.2

3.1x

NM

NM

(5.4%)

366.3

3.3x

NM

NM

142.6%

1,384.6

12.6x

NM

NM

1,088.0

131.9%

3,852.6

16.3x

NM

NM

05/22/13

286.6

153.6%

849.2

10.0x

NM

NM

06/26/13

494.2

2.4%

502.9

4.7x

NM

NM

07/18/13

1,054.3

85.5%

1,662.2

9.7x

24.7x

38.7x

08/06/13

286.2

26.2%

255.7

1.9x

NM

NM

08/08/13

812.0

68.3%

1,317.3

11.5x

111.1x

NM

09/17/13

644.3

80.9%

1,182.3

11.1x

NM

NM

09/19/13

942.3

101.0%

1,538.6

6.8x

NM

NM

10/30/13

1,714.2

10.9%

1,901.2

NA

NA

0.0x

14,162.1

72.7%
66.2%
76.8%

24,456.9

37.9x
10.5x
9.7x

NM
67.9x
67.9x

NM
19.4x
19.4x

11/07/13
Mean
Median

© 2013 Gridley & Company LLC

98.1%

2013E Rev. 2013E EBITDA 2013E P/E
Multiples
Multiples
Multiples

7
However, The IPO Market Appears To Be Rational
Relative to 1999
• Market much more selective vs. 1999 in terms of business model and growth
characteristics

1999

2013 YTD

# of IPOs

368

32

Mean first-day return

87%

26%

4 years

13 years

# that doubled in price on first day

114

1

% with <$50 million LTM Revenue (2005 dollars)

84%

22%

% that were unprofitable LTM

86%

66%

Median ratio of market value to sales, at IPO

26.5x

5.6x

Median age of company

Source: Wall Street Journal article dated 10/27/2013
© 2013 Gridley & Company LLC

8
Consumer Monetization Models Today Are More Easily
Understood…
Revenue Jumps When Revenue Models are
“Turned On”

Valuation tied to User Adoption

($ in Millions)

(Consumers in Thousands)
150,000

$317

100,000

Facebook
acquisition of
Instragram

$150
$106

30,000
10,000

$52

© 2013 Gridley & Company LLC

9

Aug-13

Jun-13

Apr-13

Feb-13

Dec-12

Oct-12

Aug-12

Jun-12

Apr-12

Feb-12

Dec-11

2012

Oct-11

2011

Aug-11

2010

Jun-11

2007

Feb-11

2006

Dec-10

2005

5,000

1,000

Apr-11

$28

$6
…And Higher Growth Profiles in Digital Marketing are
Coming to Market
Public Comp Universe at End of 2012
’12-’13 Revenue Growth

Average :

24.5%

Millennial Media Inc.
38.5%

ValueClick, Inc.

Constant Contact, Inc.
Bankrate, Inc.

2013E
Revenue
Multiple

Average :

24.2%

21.0%
17.2%
10.6%

3.2x

3.9x

3.9x

2.3x

2.9x

111.1% 6.8x

Criteo SA*

0.6x

0.5x

Marketo, Inc.

2.8x

2.5x

YuMe, Inc.

4.1x

4.1x

1.0x

2013E
Revenue
Multiple

62.4%

Rocket Fuel Inc.

76.1% 4.8x

ExactTarget, Inc.

ReachLocal, Inc.

2012
Revenue
Multiple

New Public Comps in 2013
’13-’14 Revenue Growth

1.0x

Twitter, Inc.

102.2%
71.6%

61.5%
33.3%

NM
3.0x
12.6x
2.0x

Median:

-15.0%

21.0%

2.3x

2.0x

* Criteo 2013E revenue growth is based on 2013 1H run rate

© 2013 Gridley & Company LLC

10

28.9%

3.3x

Tremor Video, Inc.

QuinStreet, Inc.

Marin Software Inc.

28.4%

4.7x

Median:

61.5%

3.7x
Key Themes in Strategic M&A and Funding Market
•

Consolidation still quiet in fragmented sectors such as Adtech
‒ Complicated cap structures with multiple layers of institutional capital
‒ Investors with different time horizons and priorities on same deals

‒ Lots of strategics holding on to cash
• M&A as a recruiting tool is here to stay – didn’t exist five years ago
‒ Yahoo, Google, Twitter, Facebook all compete with hiring talent
‒ Still primarily a B2C concept, few examples of enterprise software
companies employing this tactic
‒ From banker’s perspective, no company is too small
• VC/PE investors reluctant to triage their portfolios, believe all will be home runs

© 2013 Gridley & Company LLC

11
Digital Leaders Are Known to Overpay into Platform
Shifts
Desktop Chews into
Traditional Media

Internet Becomes
Scalable Transaction
Medium

Consumers Move
to Social Channels

Mobile Overtakes
Desktop for
Consuming Content

Sale Price

$1,561

$1,433

$745

$966

LTM Rev.
Multiple

NA

8.25x

18.63x(1)

NA

Sale Price

$850

$3,727

$400

$350

LTM Rev.
Multiple

NA

NA

NA

NA

$5,000

$410

$1,100

$1,000

NA

NA

73.33x(2)

NA

Sale Price
LTM Rev.
Multiple

1) BuddyMedia rumored LTM revenue is $40MM.
2) Tumblr’s rumored LTM revenue is $15 MM based on 2013 Q1 run rate. 12
Internet Leaders Have and Will Continue to Make
Transformational Business Moves Through M&A

Search solutions provider
Online CD and video retailer

Online seller-bid auction

Pay-per-click advertising

Online audio entertainment

Digital transactions platform

Ad exchange

Online shoe and apparel retailer

VOIP and IM client

Job search engine

Online daily deals

Online payment system

Web hosting

Handset manufacturing division

Digital commerce services provider

Microblog and social network

Smartphone navigation app

Digital payments processer

Internet radio

Social media marketing

Mobile operating system

Online video-sharing website

Online baby product retailer

Social book cataloguing

© 2013 Gridley & Company LLC

13
eBay Has Systematically Built A Multi-Channel
Commerce Capability Through M&A
eBay made a series of acquisitions, most notably of PayPal, GSI Commerce, Red Laser, Zong, and Milo,
that enabled eBay to become a front-runner in the race to become the next generation in-store leader
Discover

Pay
Nearby

Retailer
Store locator
and locationbased deals

Used, online

In-store
scanner

Card-in-cloud
Online
retail
Virtual goods

Better
Merchandising
At Home

Local Retailers
/ SMB

Nearby
Used, online
Online retail
Online social retail

© 2013 Gridley & Company LLC

14

Any product
Growth and Scale are Primary Factors in Valuations
Today
2013E Revenue Growth Rate vs. 2013E Revenue Multiple
140%

Legend
Adtech

120%

Enterprise
$225MM

2013E Revenue Growth

Consumer Internet

100%

$124MM

$615MM

80%

$345MM
$243MM

60%

$269MM

$204MM
$175MM

40%

$10.4BN
$894MM

20%

$532MM

$77MM
$706MM

0%
0.0x

© 2013 Gridley & Company LLC

5.0x

$5.2BN

10.0x

15.0x

Revenue Multiple
15

20.0x

25.0x
II. Sector View of Key Trends and Themes
Sector
AdTech
Mobile

Content
Social
eCommerce

© 2013 Gridley & Company LLC

17
AdTech – Gridley was First to Write About It: Sept. 2009
• First to develop an industry overview
based on the premise that the sector
was moving into new phase of growth
and innovation
‒ Just beginning to understand data
‒ Inventory was becoming
biddable
September 2009

‒ Social was emerging as a new
channel

© 2013 Gridley & Company LLC

18
Key Trends in Adtech
• Recent IPOs have brought new life into the Adtech community

‒ Creating urgency to get scale
‒ Establishing clarity around value for high growth advertising stories
• Noise level on Privacy/Cookie debate up; although still very exploratory in
terms of going forward models
• Category leaders getting funding, but otherwise hard market for new capital
‒ Understanding and executing on data is actually very hard!

• Convergence of marketing and advertising technologies not leading to
considerable strategic activity yet

© 2013 Gridley & Company LLC

19
The Shift to Digital is Creating a New Architecture
for the Advertising Buying Process

Traditional

Digital
Data

Data

Data

Data

Data

Media
Buyer/Marketer
Digital

Agency

Agency

Agency

Print

© 2013 Gridley & Company LLC

Radio

Video

Site

Social

Agency

Agency

TV

Mobile

Online

20

Consumer
The CMO’s Dilemma – Multiple, Disconnected Channels
Capabilities within Digital Channels Continue to Expand
Display
Mobile
• Advertising
• Marketing
• LBS

• Networks

Social

• DSPs
• Direct Sold

• Word of mouth

• Various capabilities (e.g.
retargeting)

• Paid

CMO

• Campaigns
• Owned
• Earned

Video
• Pre vs. post roll

• Networks
• Direct Sold

© 2013 Gridley & Company LLC

Email
Search
• Google vs. others
• Bid optimization
solutions
21

• Mass branding
• One-to-one (rules
based)
The Buy-side Value Chain – Race to Build Value
Through Use of Data
• Strategic value is moving to the middle of the value chain as the value of data
becomes better understood
Value Chain

DSP/Network

Social
Publishing

Self Serv.

Adserving

LBS

Email

Execution

Planning

Creative

Attribution

Analytics

Modeling

Optimization

Scoring

Data Mgmt

Warehouse

Normalize

Segment

Database

CRM
Workflow/Mgmt

© 2013 Gridley & Company LLC

MRM

22

Ops

MAM
Top 2013 Ad Tech M&A and Private Placements
Notable M&A
Target

Acquirer
Aug. 2013

Notable Private Financings
Company

$405MM

$75MM

$350MM
Sep. 2013

$40MM
$261MM

Aug. 2013

Oct. 2013

$36MM
$119MM
$36MM
$16 MM

Feb. 2013

• Many VCs have moved away from Adtech,
Others are very selective

• Consolidation has been needed in Adtech for
five years, still very fragmented

‒ Clear path to IPO

• Chatter around merger discussions up;
remains to be seen if there is action

© 2013 Gridley & Company LLC

‒ New data models that create unique
marketer value

23
2013 AdTech IPOs
• Scale and growth clear prerequisites
• Recent success of Criteo and Rocket Fuel have bolstered Tremor and YuMe following their
weaker post IPOs performance earlier this summer

• Overall, mixed public market performance
Stock Price Performance
140%
120%

9.6x LTM Revenue
6.8x 2013E Revenue
$1.5 billion Market Cap

100%
80%
60%

4.0x LTM Revenue
3.0x 2013E Revenue

40%

2.0x LTM Revenue
1.9x 2013E Revenue
$249 million Market Cap 4.7x LTM Revenue
4.4x 2013E Revenue
$459 million Market Cap

$1.9 billion Market Cap
20%
0%

3.3x LTM Revenue
3.0x 2013ERevenue
$336 million Market Cap

(20%)
(40%)
Days
Since
IPO

7

14

21

© 2013 Gridley & Company LLC

28

35

42

49

56

63

70

77

24

84

91

98

105 112 119 126 133 140 147 154
Sector
Ad Tech
Mobile

Content
Social
eCommerce

© 2013 Gridley & Company LLC

25
Mobile Is the Most Important Broad Theme in 2013
Driven by A Rapid Shift in Consumer Behavior
3.0

Global Installed Base (Billions)

Desktops+Notebooks
Smartphones+Tablets
2.5

Q2:13E: Projected Inflection
Point Smartphones + Tablet
Installed Base > Total PCs
Installed Base

2.0

1.5

1.0

0.5

0.0
2009

2010

2011

2012E

2013E

2014E

2015E

Note: Notebook PCs include Netbooks. Assumes the following lifecycles: Desktop PCs – 5 years: Notebook PCs – 4 years; Smartphones – 2 years; Tablets – 2.5 years.
Source: Morgan Stanley Research, 2012.

© 2013 Gridley & Company LLC

26
Key Trends in Mobile
• 2013 was the year of mobile from many perspectives
‒ Positive mobile consumption trends, quickly overtaking
desktop
‒ Internet bellwethers have executed multiple large scale M&A
deals
‒ Scaled consumer adoption of vertical specific application such
as Uber and Waze
• Facebook and Twitter are educating the broader market on value of
mobile marketing

• Mobile driving much of the innovation in the payments sector today
‒ Exciting opportunity in the convergence between marketing
and payments

© 2013 Gridley & Company LLC

27
POS – A Major Battleground in Mobile
Market Research /
Data Analytics

Account Marketing

Digital Commerce

Consumer

Payments

eReceipts

© 2013 Gridley & Company LLC

28
Massive Strategic Opportunity with Mobile + Local
Higher Banner Ad CTR for Local Businesses

Rise of Localized Mobile Marketing

Local vs. National Mobile Ad Spend ($ in billions)

CTR Lift
48%

$9.9

CTR Lift
40%

$8.1

$5.8
$6.0

CTR Lift
26%

$4.5
$4.3

$3.1
$2.7
$1.7
CTR Lift
5% 41% $0.7
$1.0

<1 Mile

2011

1 to 2 Miles 2 to 5 Miles 5 to 10 Miles

$2.1

$1.2

$3.6
$2.9
$2.2

$1.5

2012

2013
National

Sources: BIA Kelsey, “From National to Local: Mobile Advertising Zeroes In,” Jan. 2013; BI Intelligence; Balihoo, “Micro Study:
National Brand Use of Digital in Local Marketing,” Oct. 30, 2012.

29

$4.1

2014

2015
Local

2016

58%
Top 2013 Mobile M&A and Private Placements
Notable M&A

Notable Private Financings
Target

Acquirer

Company

$1.1BN
$361MM

Jun. 2013

Aug. 2013
$350MM

$225MM

Sep. 2013

Feb. 2013
$261MM

$66MM

Aug. 2013
Feb. 2013

Jul. 2013
$155MM

May 2013

$51MM

$100MM

Apr. 2013

Sep. 2013

• Continue to see large scale deals as mobile
applications, complimented by tech/team
and tuck in deals

• Aggressive VC market across the spectrum

Large mobile team:

© 2013 Gridley & Company LLC

$60MM

30
Sector
Ad Tech
Mobile

Content
Social
eCommerce

© 2013 Gridley & Company LLC

31
Historical Gridley Views on Content
• Originally presented content
sector overview for Business
Insider in 2010. Presented with
update in 2011.
‒ For content to be
successful, businesses need
to think about moving
beyond the simple
browse/consume model
‒ Traditional publishers vs.
new digital publishers –
who can adopt new tools
such as UGC, gaming
mechanics, social, mobile?

© 2013 Gridley & Company LLC

32
Key Trends in Content
• Healthy valuations in content enablement (e.g. Wordpress) and big
vertical niche properties (e.g. Houzz)
• Ongoing pressure from traditional ad models has force some innovation
in consumer acquisition/retention, revenue models,
integration/coordination across channels
‒ Deeper integration into social channels
‒ New advertising formats such as native advertising
‒ Better mobile consumption experiences
‒ More integrated use of user generated content
• Most traditional media companies still on the sidelines from an M&A
perspective
• Few good public comparable market for digital content businesses

© 2013 Gridley & Company LLC

33
Change in Content Consumption Behavior Has Been a
Driving Factor in Digital Content Landscape
Browsing and Consuming Behavior
Since the 1950’s…

New Content Consumption Model

• The Network
• Science
• Curation
• Incentives
• Location

• Converse
• Opine
• Review
• Rank

• Play
“Like”
• Watch
Tag
• Read

Revenue Acclaim Loyalty Intelligence

© 2013 Gridley & Company LLC

34

Tweet

Check-in
Top 2013 Content M&A and Private Placements
Notable M&A

Notable Private Financings
Target

Acquirer

Company

$1.1BN

May 2013

Jul. 2013

$750MM

$68MM
May 2013
Sep. 2013
Jan. 2013

$51MM
$35MM
$34MM

Oct. 2013

• Content deal market remains quiet overall

• Renewed excitement for vertically focused
publishers

‒ Few buyers in the market for digital
content assets

‒ Multiple $15mm+ capital raises

‒ No material change in behavior in
past 3 years

© 2013 Gridley & Company LLC

• Relatively harder to secure earlier stage
funding vs. other digital segments

35
Sector
Ad Tech
Mobile

Content
Social
eCommerce

© 2013 Gridley & Company LLC

36
Enterprise Social Media Landscape quickly Fragmented
– Developed by Gridley in 2009

• Listen
• Measure
• Analyze
• Score

Listen/Measure

Engage/Acquire

• Infrastructure
• Community
• Commerce
• Marketing
Agencies

Data Driven
Solution Providers
• Workflow
• Media
management

© 2013 Gridley & Company LLC

Execute/Manage

37
Key Trends in Social
• Platform shift to social has created a lot of success stories and exposed a
few vulnerabilities
‒ Positive: Consumer monetization models, value of network effects

‒ Negative: Can a sustainable business be build social media
management?, ecommerce on social doesn’t work, long-term ability
to create a “platform” around users in question
• Fickle users drive consumer businesses, creating new opportunities and
risks
• Social creating positive impact across the digital ecosystem
‒ Content, commerce and mobile big beneficiaries

© 2013 Gridley & Company LLC

38
As the Channel Matured, Social Has Started to Have
Broad Reaching Implications
Social Will Increasingly Play a Role Across the Digital Ecosystem
Mobile

Commerce

• Mobile only
social solutions
are gaining
mass adoption,
bypassing
desktop entirely

• Developing models
that tie social
connectivity into the
path to purchase
• Solving consumer
discovery challenges
via social curation

Content

Adv/Mkt.
• Considerable inventory
controlled by social
platforms opening up
this year

• Maturing models
around advertising
in user generated
content

• Social remains a key
strategic channel for
CMOs

© 2013 Gridley & Company LLC

39
Top 2013 Social M&A and Private Placements
Notable M&A
Target

Acquirer
Jun. 2013

Notable Private Financings
Company

$1.1BN
$225MM

Oct. 2013
May 2013

$996MM
$200MM

$300MM

Feb. 2013

Jun. 2012
Jul. 2012

$250 MM*

$60MM

Jun. 2013
$100MM

May 2012
$50MM
Feb. 2013

Jul. 2013

$80 MM

• LOTS of tech & team, smaller deals

• $50 million is the new $20 million and $20
million is the new $10 million

• Continued premiums paid for perceived
market leaders

• High valuations paid for experienced teams
in uncrowded markets

• Social moving deeper into the enterprise,
opening up the buyer universe
*Google is rumored to have acquired Wildfire for $250 million

© 2013 Gridley & Company LLC

40
Sector
Ad Tech
Mobile

Content
Social
eCommerce

© 2013 Gridley & Company LLC

41
Gridley was One of the First to Write an In-Depth Sector Report
-April 2011

• Developed an industry overview
based on the premise that
innovation was happening at
various levels
‒ New business models such
as flash sales and
subscription commerce
‒ Evolution of back end
technologies that support
new challenges as
ecommerce scaled
‒ Consumer path to purchase
became more complex,
creating greater new to
understand data

© 2013 Gridley & Company LLC

42
Key Trends in eCommerce
• eCommerce is finally strategic as it approaches 10% of all commerce and
is influencing 50% of all purchasing

‒ Decisions being made in the C-suite, transitioning from CTO to
CMO
• Business models still very much in experimental phase

‒ Flash sales, subscription commerce, social commerce, in-store all
developing
‒ Started to see scaleable + sustainable models emerge this year

• Content + Commerce did not pane out across demographics
• Online/Offline convergence still early, but viewed as strategically
important

© 2013 Gridley & Company LLC

43
eCommerce has Very Strong Growth Dynamics
Digital is “10 – 50 – 100”

Forecast: US Online Retail Sales 2012 to 2017

10%
• ~10% total retail sales are eCommerce sales

50%
eBusinesses are Shifting Spending to
Commerce-Related Technologies

• Development of “omnichannel” experiences open
opportunities in mobile and marketing
• 50% total retail sales are estimated to be influenced
by digital
‒

Showrooming, research, planning

100%
• Digital has an impact on 100% of the modern
shopping experience
Source: Kantar Retail “Digital Power 2013” report

Source: Forrester Reports dated March 13, 2013 and July 25, 2013

© 2013 Gridley & Company LLC

44
Top 2013 eCommerce M&A and Private Placements
Notable M&A
Target

Acquirer
Jul. 2013

Notable Private Financings
Company
$361MM

$316MM

Aug. 2013
$250MM

$180MM

Aug. 2013
Feb. 2013

Apr. 2013
$125MM

Jun. 2013
Feb. 2013

$50MM

Aug. 2013

$170MM

Sep. 2013

$94MM

Jun. 2013

$206MM

$110MM

dba: NMD Interactive

May 2013

Undisclosed

$98MM

• Most M&A focused on B2B as software
companies like IBM and Netsuite expand
retail capabilities into digital

© 2013 Gridley & Company LLC

• Continued investor interest in new
commerce models
‒ Rent the Runway, Birchbox, etc

45
Selected 2013 eCommerce IPOs
• Healthy IPO market for eCommerce stories
• Broadening out of models beyond subscription driven businesses (Netflix, Shutterstock)

Stock Price Performance
200%
180%
160%
140%
120%

12.8x LTM Revenue
11.0x 2013 Revenue
$818 million Market Cap

100%
80%
60%
40%

9.7x LTM Revenue
7.5x 2013 Revenue
$1,593 million Market Cap

20%
0%
Days 5
Since
IPO

10

15

20

© 2013 Gridley & Company LLC

25

30

35

40

45

50

55

46

60

65

70

75

80

85

90

95

100 105 110 115
III. 2014 Predictions
Exciting Value Creators for 2014
• Investors get smarter and more exposure in Ad Tech
• Differentiated performance across IPOs
IPO Market

• Quality in Digital Media IPOs will fall

• Valuation bubble needs to show signs of popping
• Big VC investments are squeezing out PE growth opportunities
VC/PE
Funding

• Everyone can’t be a billion-dollar company

• Continuation of Team & Team deals
• More M&A courage from the New Guys
M&A Market

• Traditional strategic buyers continue to fall behind digital leaders
© 2013 Gridley & Company LLC

48
Key 2014 Sector Themes
Mobile

• Consumer and innovative
“use cases” driving growth

eCommerce

• Where Adtech was two years ago,
a lot of M&A expected

AdTech

• More IPOs, and new buyers to help
fuel M&A
• Additional visibility on write offs,
• Programmatic and data driven
growth remains focus of the sector
• Need strategic buyers, watching
out for exciting content tools and
new content models to emerge

Content

• First wave of consolidation
happened in 2012; next wave of
innovative products beginning to
emerge

Social

49
V. Quick Gridley Commercial
Gridley Overview
Gridley & Company LLC, a New York-based boutique investment bank, provides advisory
services to companies in the Information Services industry

Gridley & Company LLC

Leading Boutique

• Sharp focus provides clients with valuable strategic insights and perspectives
• Specialize in Internet Services, Digital Media & Marketing Services, Data
Services, Financial Technology, and SaaS & Outsourcing Services
• Founded in 2001
• Headquartered in New York, NY

Strong Reputation

• Strong industry reputation on assignments led by senior bankers
• Experienced, bulge-bracket trained M&A bankers – The “A” Team

Trusted Advisor

• Thoughtful ideas – not just logical combinations
• Deliver value to buyers, sellers, and investors alike
• Broad industry network developed over 25+ years with industry leaders,
emerging growth companies, and senior investors

© 2013 Gridley & Company LLC

51
Gridley’s Differentiated Strategic Approach
Our broad network allows us to discern important trends early in their development, advise
clients on the best strategies to profit from those trends, and execute successful transactions
Well-Known Thought Leadership
INDEPENDENT ADVICE

StrongINDEPENDENTRelationships
Network of ADVICE

• Often hired by public company leaders
to advise them on major growth
initiatives
• Approximately 25% of business is
retained, strategic buy-side work for
industry leaders and selected PE
investors
• Use industry overviews to effectively
guide strategic buyers and PE investors

• Split time 1/3, 1/3, 1/3 between
strategics, VC/PE firms, and private
company CEOs
• Built our business by visiting over 400
companies a year annually for 10+ years
• Have set up over 1,000 one-on-one
“meet and greet” meetings at our annual
January conference

INTEGRITY
Ability to Strategically Position Companies

INTEGRITY
Impressive Track Record

• Spend more time than our competitors
on the strategic positioning of our
clients
• Work together to optimize market
positioning
• Offer strategic insights based on our
understanding and perspective of the
industry

© 2013 Gridley & Company LLC

• Over 25 year history of successfully
completing transactions
• Clients like us and the job we do
• Goal is 100% referencable clients
• “No client gets left behind”

52
12+ Years of Strategic Thought Leadership
Quarterly Publications

Industry
Guides

Frequent
Industry Speaker

• Highly respected
newsletter about industry
trends and corporate
finance / M&A activity

• January Conference

• In-depth review of the
digital NY ecosystem,
including recent startups
and the firms investing in
them

© 2013 Gridley & Company LLC

Annual Gridley Hosted
Events

• Summer Networking
Event & Golf Outing

53
Host of Leading Annual Industry Conference for
13 years
• Bellwether event focused on our targeted industries
• Approximately 500 senior-level executives from over 300 companies

• Differentiated audience and participants vs. other conferences
• Highly personalized with Gridley arranged “1-on-1”s for clients, presenters, sponsors
• Presentations by approximately 40 private companies and industry panels addressing
timely topics

January 14, 2014

The Westin New York Grand
Central
(Invitation Only)

© 2013 Gridley & Company LLC

54
Event History – Track Record of Finding Highly
Successful Companies Early
• 218 private companies have presented since 2004

• Over 70% have completed liquidity transactions
Selected Past Conference Presenters

© 2013 Gridley & Company LLC

55
Gridley’s Guide to Digital NY

•

Unique and comprehensive report for investors, buyers and entrepreneurs looking for one place to quickly
get up to speed on New York’s exciting, explosive digital ecosystem

•

We decided to put together this report published originally in Oct. 2011 after people kept asking us about
all of the “digital momentum” in NY. There was a feeling that lots was going on, but people didn’t really
understand just what “it” was and how extensive “it” was. We aim to answer those questions here

•

Digital New York report is updated on a quarterly basis and sent to 1,500+ senior executives and investors

•

For an “easy to use” website that lays out the information in this report (and more) in a fun, creative way,
visit www.gridleyco.com or www.gridleydigitalny.com

© 2013 Gridley & Company LLC

56
Selected Recent Gridley Transactions
Gridley clients include industry leaders and premier emerging growth companies

© 2013 Gridley & Company LLC

57
Selected Recent Gridley Transactions cont.

© 2013 Gridley & Company LLC

58
QUESTIONS?

Linda Gridley
President & CEO
212-400-9710
linda.gridley@gridleyco.com

Pratik Patel
Managing Director
212-400-9712
pratik.patel@gridleyco.com

Gridley & Company LLC
10 East 53rd Street, 24th Floor
New York, NY 10022
212.400.9720 tel
212.400.9717 fax
Twitter: @gridleyco
www.gridleyco.com

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2013 Review of Key Trends In Internet and Digital Media - Presentation at IAB

  • 1. Review of Key Trends in Internet/Digital Media November 8, 2013
  • 2. Agenda I. Setting the Stage II. Breakdown of Digital Media Sector Activity III. 2014 Predictions IV. Quick Gridley Commercial © 2013 Gridley & Company LLC 2
  • 4. Broad Market Glance YTD 2013 Market Index Performance 60% Key Themes in Internet/Digital Media Performance of Internet Bellwethers +30.5% YTD YTD Since 2008 44.6% 284.5% 65.2% 41.4% 4.5% 60.5% 84.5% 20% 47.9% 42.0% 40% NA 0% +23.6% YTD (20%) Strong Market Despite Headwinds • High unemployment: 7.2% in September (40%) • Fiscal ceiling uncertainty / government shutdown (60%) • Record amount of cash on corporate balance sheets Jan-08 Sep-08 Jun-09 Feb-10 Nov-10 Jul-11 Apr-12 Jan-13 Sep-13 Source: PriceWaterhouse Coopers; National Venture Capital Association (2013); Capital IQ. © 2013 Gridley & Company LLC 4
  • 5. M&A and VC Volume Appear to Be In Line with Prior Years M&A and Venture Funding Volume Since 1995 ($ in billions) $45.0 $200.0 $40.0 $180.0 VC $35.0 $160.0 M&A $140.0 $30.0 $120.0 $25.0 $100.0 $20.0 $15.0 $60.0 $10.0 $40.0 $5.0 $20.0 $0.0 $0.0 Source: PriceWaterhouse Coopers; National Venture Capital Association (2013); Capital IQ. © 2013 Gridley & Company LLC 5 M&A Volume Venture Funding $80.0
  • 6. Billion Dollar Valuations with Little to No Revenue -Are We in a Bubble? “Big companies are scarcely growing, and interest rates remain near zero, boosting zeal for investment opportunities in companies with high-growth potential.” -WSJ 10/27/13 “The price tag… is determined by the market, which right now is starting to look like the housing bubble of the mid-2000s. -NYT 10/31/13 Billion Dollar Valuations ($ millions) M&A Private Placement IPO $13,600 $4,000 $1,000 Tumblr Waze $0 $13 $0 $3,400 $966 Instagram LTM Revenue $1,100 $3,800 $1,160 Snapchat $0 $0 Source: Capital IQ, TechCrunch, Wall Street Journal article dated 10/27/2013 © 2013 Gridley & Company LLC Pinterest 6 Uber $125 Rocketfuel $107 $1,062 Twitter $82 RetailMeNot $145
  • 7. Performance for Digital Media Related IPOs have been Strong This Year 2013 YTD Internet IPOs ($ in millions, except per share figures) Pricing Date Company Market Cap Performance Current @ IPO Since IPO Market Cap 02/14/13 $509.4 03/04/13 50.4 03/21/13 432.8 05/16/13 465.2 05/16/13 $1,102.1 7.8x NM NM (42.5%) 33.2 3.1x NM NM (5.4%) 366.3 3.3x NM NM 142.6% 1,384.6 12.6x NM NM 1,088.0 131.9% 3,852.6 16.3x NM NM 05/22/13 286.6 153.6% 849.2 10.0x NM NM 06/26/13 494.2 2.4% 502.9 4.7x NM NM 07/18/13 1,054.3 85.5% 1,662.2 9.7x 24.7x 38.7x 08/06/13 286.2 26.2% 255.7 1.9x NM NM 08/08/13 812.0 68.3% 1,317.3 11.5x 111.1x NM 09/17/13 644.3 80.9% 1,182.3 11.1x NM NM 09/19/13 942.3 101.0% 1,538.6 6.8x NM NM 10/30/13 1,714.2 10.9% 1,901.2 NA NA 0.0x 14,162.1 72.7% 66.2% 76.8% 24,456.9 37.9x 10.5x 9.7x NM 67.9x 67.9x NM 19.4x 19.4x 11/07/13 Mean Median © 2013 Gridley & Company LLC 98.1% 2013E Rev. 2013E EBITDA 2013E P/E Multiples Multiples Multiples 7
  • 8. However, The IPO Market Appears To Be Rational Relative to 1999 • Market much more selective vs. 1999 in terms of business model and growth characteristics 1999 2013 YTD # of IPOs 368 32 Mean first-day return 87% 26% 4 years 13 years # that doubled in price on first day 114 1 % with <$50 million LTM Revenue (2005 dollars) 84% 22% % that were unprofitable LTM 86% 66% Median ratio of market value to sales, at IPO 26.5x 5.6x Median age of company Source: Wall Street Journal article dated 10/27/2013 © 2013 Gridley & Company LLC 8
  • 9. Consumer Monetization Models Today Are More Easily Understood… Revenue Jumps When Revenue Models are “Turned On” Valuation tied to User Adoption ($ in Millions) (Consumers in Thousands) 150,000 $317 100,000 Facebook acquisition of Instragram $150 $106 30,000 10,000 $52 © 2013 Gridley & Company LLC 9 Aug-13 Jun-13 Apr-13 Feb-13 Dec-12 Oct-12 Aug-12 Jun-12 Apr-12 Feb-12 Dec-11 2012 Oct-11 2011 Aug-11 2010 Jun-11 2007 Feb-11 2006 Dec-10 2005 5,000 1,000 Apr-11 $28 $6
  • 10. …And Higher Growth Profiles in Digital Marketing are Coming to Market Public Comp Universe at End of 2012 ’12-’13 Revenue Growth Average : 24.5% Millennial Media Inc. 38.5% ValueClick, Inc. Constant Contact, Inc. Bankrate, Inc. 2013E Revenue Multiple Average : 24.2% 21.0% 17.2% 10.6% 3.2x 3.9x 3.9x 2.3x 2.9x 111.1% 6.8x Criteo SA* 0.6x 0.5x Marketo, Inc. 2.8x 2.5x YuMe, Inc. 4.1x 4.1x 1.0x 2013E Revenue Multiple 62.4% Rocket Fuel Inc. 76.1% 4.8x ExactTarget, Inc. ReachLocal, Inc. 2012 Revenue Multiple New Public Comps in 2013 ’13-’14 Revenue Growth 1.0x Twitter, Inc. 102.2% 71.6% 61.5% 33.3% NM 3.0x 12.6x 2.0x Median: -15.0% 21.0% 2.3x 2.0x * Criteo 2013E revenue growth is based on 2013 1H run rate © 2013 Gridley & Company LLC 10 28.9% 3.3x Tremor Video, Inc. QuinStreet, Inc. Marin Software Inc. 28.4% 4.7x Median: 61.5% 3.7x
  • 11. Key Themes in Strategic M&A and Funding Market • Consolidation still quiet in fragmented sectors such as Adtech ‒ Complicated cap structures with multiple layers of institutional capital ‒ Investors with different time horizons and priorities on same deals ‒ Lots of strategics holding on to cash • M&A as a recruiting tool is here to stay – didn’t exist five years ago ‒ Yahoo, Google, Twitter, Facebook all compete with hiring talent ‒ Still primarily a B2C concept, few examples of enterprise software companies employing this tactic ‒ From banker’s perspective, no company is too small • VC/PE investors reluctant to triage their portfolios, believe all will be home runs © 2013 Gridley & Company LLC 11
  • 12. Digital Leaders Are Known to Overpay into Platform Shifts Desktop Chews into Traditional Media Internet Becomes Scalable Transaction Medium Consumers Move to Social Channels Mobile Overtakes Desktop for Consuming Content Sale Price $1,561 $1,433 $745 $966 LTM Rev. Multiple NA 8.25x 18.63x(1) NA Sale Price $850 $3,727 $400 $350 LTM Rev. Multiple NA NA NA NA $5,000 $410 $1,100 $1,000 NA NA 73.33x(2) NA Sale Price LTM Rev. Multiple 1) BuddyMedia rumored LTM revenue is $40MM. 2) Tumblr’s rumored LTM revenue is $15 MM based on 2013 Q1 run rate. 12
  • 13. Internet Leaders Have and Will Continue to Make Transformational Business Moves Through M&A Search solutions provider Online CD and video retailer Online seller-bid auction Pay-per-click advertising Online audio entertainment Digital transactions platform Ad exchange Online shoe and apparel retailer VOIP and IM client Job search engine Online daily deals Online payment system Web hosting Handset manufacturing division Digital commerce services provider Microblog and social network Smartphone navigation app Digital payments processer Internet radio Social media marketing Mobile operating system Online video-sharing website Online baby product retailer Social book cataloguing © 2013 Gridley & Company LLC 13
  • 14. eBay Has Systematically Built A Multi-Channel Commerce Capability Through M&A eBay made a series of acquisitions, most notably of PayPal, GSI Commerce, Red Laser, Zong, and Milo, that enabled eBay to become a front-runner in the race to become the next generation in-store leader Discover Pay Nearby Retailer Store locator and locationbased deals Used, online In-store scanner Card-in-cloud Online retail Virtual goods Better Merchandising At Home Local Retailers / SMB Nearby Used, online Online retail Online social retail © 2013 Gridley & Company LLC 14 Any product
  • 15. Growth and Scale are Primary Factors in Valuations Today 2013E Revenue Growth Rate vs. 2013E Revenue Multiple 140% Legend Adtech 120% Enterprise $225MM 2013E Revenue Growth Consumer Internet 100% $124MM $615MM 80% $345MM $243MM 60% $269MM $204MM $175MM 40% $10.4BN $894MM 20% $532MM $77MM $706MM 0% 0.0x © 2013 Gridley & Company LLC 5.0x $5.2BN 10.0x 15.0x Revenue Multiple 15 20.0x 25.0x
  • 16. II. Sector View of Key Trends and Themes
  • 18. AdTech – Gridley was First to Write About It: Sept. 2009 • First to develop an industry overview based on the premise that the sector was moving into new phase of growth and innovation ‒ Just beginning to understand data ‒ Inventory was becoming biddable September 2009 ‒ Social was emerging as a new channel © 2013 Gridley & Company LLC 18
  • 19. Key Trends in Adtech • Recent IPOs have brought new life into the Adtech community ‒ Creating urgency to get scale ‒ Establishing clarity around value for high growth advertising stories • Noise level on Privacy/Cookie debate up; although still very exploratory in terms of going forward models • Category leaders getting funding, but otherwise hard market for new capital ‒ Understanding and executing on data is actually very hard! • Convergence of marketing and advertising technologies not leading to considerable strategic activity yet © 2013 Gridley & Company LLC 19
  • 20. The Shift to Digital is Creating a New Architecture for the Advertising Buying Process Traditional Digital Data Data Data Data Data Media Buyer/Marketer Digital Agency Agency Agency Print © 2013 Gridley & Company LLC Radio Video Site Social Agency Agency TV Mobile Online 20 Consumer
  • 21. The CMO’s Dilemma – Multiple, Disconnected Channels Capabilities within Digital Channels Continue to Expand Display Mobile • Advertising • Marketing • LBS • Networks Social • DSPs • Direct Sold • Word of mouth • Various capabilities (e.g. retargeting) • Paid CMO • Campaigns • Owned • Earned Video • Pre vs. post roll • Networks • Direct Sold © 2013 Gridley & Company LLC Email Search • Google vs. others • Bid optimization solutions 21 • Mass branding • One-to-one (rules based)
  • 22. The Buy-side Value Chain – Race to Build Value Through Use of Data • Strategic value is moving to the middle of the value chain as the value of data becomes better understood Value Chain DSP/Network Social Publishing Self Serv. Adserving LBS Email Execution Planning Creative Attribution Analytics Modeling Optimization Scoring Data Mgmt Warehouse Normalize Segment Database CRM Workflow/Mgmt © 2013 Gridley & Company LLC MRM 22 Ops MAM
  • 23. Top 2013 Ad Tech M&A and Private Placements Notable M&A Target Acquirer Aug. 2013 Notable Private Financings Company $405MM $75MM $350MM Sep. 2013 $40MM $261MM Aug. 2013 Oct. 2013 $36MM $119MM $36MM $16 MM Feb. 2013 • Many VCs have moved away from Adtech, Others are very selective • Consolidation has been needed in Adtech for five years, still very fragmented ‒ Clear path to IPO • Chatter around merger discussions up; remains to be seen if there is action © 2013 Gridley & Company LLC ‒ New data models that create unique marketer value 23
  • 24. 2013 AdTech IPOs • Scale and growth clear prerequisites • Recent success of Criteo and Rocket Fuel have bolstered Tremor and YuMe following their weaker post IPOs performance earlier this summer • Overall, mixed public market performance Stock Price Performance 140% 120% 9.6x LTM Revenue 6.8x 2013E Revenue $1.5 billion Market Cap 100% 80% 60% 4.0x LTM Revenue 3.0x 2013E Revenue 40% 2.0x LTM Revenue 1.9x 2013E Revenue $249 million Market Cap 4.7x LTM Revenue 4.4x 2013E Revenue $459 million Market Cap $1.9 billion Market Cap 20% 0% 3.3x LTM Revenue 3.0x 2013ERevenue $336 million Market Cap (20%) (40%) Days Since IPO 7 14 21 © 2013 Gridley & Company LLC 28 35 42 49 56 63 70 77 24 84 91 98 105 112 119 126 133 140 147 154
  • 26. Mobile Is the Most Important Broad Theme in 2013 Driven by A Rapid Shift in Consumer Behavior 3.0 Global Installed Base (Billions) Desktops+Notebooks Smartphones+Tablets 2.5 Q2:13E: Projected Inflection Point Smartphones + Tablet Installed Base > Total PCs Installed Base 2.0 1.5 1.0 0.5 0.0 2009 2010 2011 2012E 2013E 2014E 2015E Note: Notebook PCs include Netbooks. Assumes the following lifecycles: Desktop PCs – 5 years: Notebook PCs – 4 years; Smartphones – 2 years; Tablets – 2.5 years. Source: Morgan Stanley Research, 2012. © 2013 Gridley & Company LLC 26
  • 27. Key Trends in Mobile • 2013 was the year of mobile from many perspectives ‒ Positive mobile consumption trends, quickly overtaking desktop ‒ Internet bellwethers have executed multiple large scale M&A deals ‒ Scaled consumer adoption of vertical specific application such as Uber and Waze • Facebook and Twitter are educating the broader market on value of mobile marketing • Mobile driving much of the innovation in the payments sector today ‒ Exciting opportunity in the convergence between marketing and payments © 2013 Gridley & Company LLC 27
  • 28. POS – A Major Battleground in Mobile Market Research / Data Analytics Account Marketing Digital Commerce Consumer Payments eReceipts © 2013 Gridley & Company LLC 28
  • 29. Massive Strategic Opportunity with Mobile + Local Higher Banner Ad CTR for Local Businesses Rise of Localized Mobile Marketing Local vs. National Mobile Ad Spend ($ in billions) CTR Lift 48% $9.9 CTR Lift 40% $8.1 $5.8 $6.0 CTR Lift 26% $4.5 $4.3 $3.1 $2.7 $1.7 CTR Lift 5% 41% $0.7 $1.0 <1 Mile 2011 1 to 2 Miles 2 to 5 Miles 5 to 10 Miles $2.1 $1.2 $3.6 $2.9 $2.2 $1.5 2012 2013 National Sources: BIA Kelsey, “From National to Local: Mobile Advertising Zeroes In,” Jan. 2013; BI Intelligence; Balihoo, “Micro Study: National Brand Use of Digital in Local Marketing,” Oct. 30, 2012. 29 $4.1 2014 2015 Local 2016 58%
  • 30. Top 2013 Mobile M&A and Private Placements Notable M&A Notable Private Financings Target Acquirer Company $1.1BN $361MM Jun. 2013 Aug. 2013 $350MM $225MM Sep. 2013 Feb. 2013 $261MM $66MM Aug. 2013 Feb. 2013 Jul. 2013 $155MM May 2013 $51MM $100MM Apr. 2013 Sep. 2013 • Continue to see large scale deals as mobile applications, complimented by tech/team and tuck in deals • Aggressive VC market across the spectrum Large mobile team: © 2013 Gridley & Company LLC $60MM 30
  • 32. Historical Gridley Views on Content • Originally presented content sector overview for Business Insider in 2010. Presented with update in 2011. ‒ For content to be successful, businesses need to think about moving beyond the simple browse/consume model ‒ Traditional publishers vs. new digital publishers – who can adopt new tools such as UGC, gaming mechanics, social, mobile? © 2013 Gridley & Company LLC 32
  • 33. Key Trends in Content • Healthy valuations in content enablement (e.g. Wordpress) and big vertical niche properties (e.g. Houzz) • Ongoing pressure from traditional ad models has force some innovation in consumer acquisition/retention, revenue models, integration/coordination across channels ‒ Deeper integration into social channels ‒ New advertising formats such as native advertising ‒ Better mobile consumption experiences ‒ More integrated use of user generated content • Most traditional media companies still on the sidelines from an M&A perspective • Few good public comparable market for digital content businesses © 2013 Gridley & Company LLC 33
  • 34. Change in Content Consumption Behavior Has Been a Driving Factor in Digital Content Landscape Browsing and Consuming Behavior Since the 1950’s… New Content Consumption Model • The Network • Science • Curation • Incentives • Location • Converse • Opine • Review • Rank • Play “Like” • Watch Tag • Read Revenue Acclaim Loyalty Intelligence © 2013 Gridley & Company LLC 34 Tweet Check-in
  • 35. Top 2013 Content M&A and Private Placements Notable M&A Notable Private Financings Target Acquirer Company $1.1BN May 2013 Jul. 2013 $750MM $68MM May 2013 Sep. 2013 Jan. 2013 $51MM $35MM $34MM Oct. 2013 • Content deal market remains quiet overall • Renewed excitement for vertically focused publishers ‒ Few buyers in the market for digital content assets ‒ Multiple $15mm+ capital raises ‒ No material change in behavior in past 3 years © 2013 Gridley & Company LLC • Relatively harder to secure earlier stage funding vs. other digital segments 35
  • 37. Enterprise Social Media Landscape quickly Fragmented – Developed by Gridley in 2009 • Listen • Measure • Analyze • Score Listen/Measure Engage/Acquire • Infrastructure • Community • Commerce • Marketing Agencies Data Driven Solution Providers • Workflow • Media management © 2013 Gridley & Company LLC Execute/Manage 37
  • 38. Key Trends in Social • Platform shift to social has created a lot of success stories and exposed a few vulnerabilities ‒ Positive: Consumer monetization models, value of network effects ‒ Negative: Can a sustainable business be build social media management?, ecommerce on social doesn’t work, long-term ability to create a “platform” around users in question • Fickle users drive consumer businesses, creating new opportunities and risks • Social creating positive impact across the digital ecosystem ‒ Content, commerce and mobile big beneficiaries © 2013 Gridley & Company LLC 38
  • 39. As the Channel Matured, Social Has Started to Have Broad Reaching Implications Social Will Increasingly Play a Role Across the Digital Ecosystem Mobile Commerce • Mobile only social solutions are gaining mass adoption, bypassing desktop entirely • Developing models that tie social connectivity into the path to purchase • Solving consumer discovery challenges via social curation Content Adv/Mkt. • Considerable inventory controlled by social platforms opening up this year • Maturing models around advertising in user generated content • Social remains a key strategic channel for CMOs © 2013 Gridley & Company LLC 39
  • 40. Top 2013 Social M&A and Private Placements Notable M&A Target Acquirer Jun. 2013 Notable Private Financings Company $1.1BN $225MM Oct. 2013 May 2013 $996MM $200MM $300MM Feb. 2013 Jun. 2012 Jul. 2012 $250 MM* $60MM Jun. 2013 $100MM May 2012 $50MM Feb. 2013 Jul. 2013 $80 MM • LOTS of tech & team, smaller deals • $50 million is the new $20 million and $20 million is the new $10 million • Continued premiums paid for perceived market leaders • High valuations paid for experienced teams in uncrowded markets • Social moving deeper into the enterprise, opening up the buyer universe *Google is rumored to have acquired Wildfire for $250 million © 2013 Gridley & Company LLC 40
  • 42. Gridley was One of the First to Write an In-Depth Sector Report -April 2011 • Developed an industry overview based on the premise that innovation was happening at various levels ‒ New business models such as flash sales and subscription commerce ‒ Evolution of back end technologies that support new challenges as ecommerce scaled ‒ Consumer path to purchase became more complex, creating greater new to understand data © 2013 Gridley & Company LLC 42
  • 43. Key Trends in eCommerce • eCommerce is finally strategic as it approaches 10% of all commerce and is influencing 50% of all purchasing ‒ Decisions being made in the C-suite, transitioning from CTO to CMO • Business models still very much in experimental phase ‒ Flash sales, subscription commerce, social commerce, in-store all developing ‒ Started to see scaleable + sustainable models emerge this year • Content + Commerce did not pane out across demographics • Online/Offline convergence still early, but viewed as strategically important © 2013 Gridley & Company LLC 43
  • 44. eCommerce has Very Strong Growth Dynamics Digital is “10 – 50 – 100” Forecast: US Online Retail Sales 2012 to 2017 10% • ~10% total retail sales are eCommerce sales 50% eBusinesses are Shifting Spending to Commerce-Related Technologies • Development of “omnichannel” experiences open opportunities in mobile and marketing • 50% total retail sales are estimated to be influenced by digital ‒ Showrooming, research, planning 100% • Digital has an impact on 100% of the modern shopping experience Source: Kantar Retail “Digital Power 2013” report Source: Forrester Reports dated March 13, 2013 and July 25, 2013 © 2013 Gridley & Company LLC 44
  • 45. Top 2013 eCommerce M&A and Private Placements Notable M&A Target Acquirer Jul. 2013 Notable Private Financings Company $361MM $316MM Aug. 2013 $250MM $180MM Aug. 2013 Feb. 2013 Apr. 2013 $125MM Jun. 2013 Feb. 2013 $50MM Aug. 2013 $170MM Sep. 2013 $94MM Jun. 2013 $206MM $110MM dba: NMD Interactive May 2013 Undisclosed $98MM • Most M&A focused on B2B as software companies like IBM and Netsuite expand retail capabilities into digital © 2013 Gridley & Company LLC • Continued investor interest in new commerce models ‒ Rent the Runway, Birchbox, etc 45
  • 46. Selected 2013 eCommerce IPOs • Healthy IPO market for eCommerce stories • Broadening out of models beyond subscription driven businesses (Netflix, Shutterstock) Stock Price Performance 200% 180% 160% 140% 120% 12.8x LTM Revenue 11.0x 2013 Revenue $818 million Market Cap 100% 80% 60% 40% 9.7x LTM Revenue 7.5x 2013 Revenue $1,593 million Market Cap 20% 0% Days 5 Since IPO 10 15 20 © 2013 Gridley & Company LLC 25 30 35 40 45 50 55 46 60 65 70 75 80 85 90 95 100 105 110 115
  • 48. Exciting Value Creators for 2014 • Investors get smarter and more exposure in Ad Tech • Differentiated performance across IPOs IPO Market • Quality in Digital Media IPOs will fall • Valuation bubble needs to show signs of popping • Big VC investments are squeezing out PE growth opportunities VC/PE Funding • Everyone can’t be a billion-dollar company • Continuation of Team & Team deals • More M&A courage from the New Guys M&A Market • Traditional strategic buyers continue to fall behind digital leaders © 2013 Gridley & Company LLC 48
  • 49. Key 2014 Sector Themes Mobile • Consumer and innovative “use cases” driving growth eCommerce • Where Adtech was two years ago, a lot of M&A expected AdTech • More IPOs, and new buyers to help fuel M&A • Additional visibility on write offs, • Programmatic and data driven growth remains focus of the sector • Need strategic buyers, watching out for exciting content tools and new content models to emerge Content • First wave of consolidation happened in 2012; next wave of innovative products beginning to emerge Social 49
  • 50. V. Quick Gridley Commercial
  • 51. Gridley Overview Gridley & Company LLC, a New York-based boutique investment bank, provides advisory services to companies in the Information Services industry Gridley & Company LLC Leading Boutique • Sharp focus provides clients with valuable strategic insights and perspectives • Specialize in Internet Services, Digital Media & Marketing Services, Data Services, Financial Technology, and SaaS & Outsourcing Services • Founded in 2001 • Headquartered in New York, NY Strong Reputation • Strong industry reputation on assignments led by senior bankers • Experienced, bulge-bracket trained M&A bankers – The “A” Team Trusted Advisor • Thoughtful ideas – not just logical combinations • Deliver value to buyers, sellers, and investors alike • Broad industry network developed over 25+ years with industry leaders, emerging growth companies, and senior investors © 2013 Gridley & Company LLC 51
  • 52. Gridley’s Differentiated Strategic Approach Our broad network allows us to discern important trends early in their development, advise clients on the best strategies to profit from those trends, and execute successful transactions Well-Known Thought Leadership INDEPENDENT ADVICE StrongINDEPENDENTRelationships Network of ADVICE • Often hired by public company leaders to advise them on major growth initiatives • Approximately 25% of business is retained, strategic buy-side work for industry leaders and selected PE investors • Use industry overviews to effectively guide strategic buyers and PE investors • Split time 1/3, 1/3, 1/3 between strategics, VC/PE firms, and private company CEOs • Built our business by visiting over 400 companies a year annually for 10+ years • Have set up over 1,000 one-on-one “meet and greet” meetings at our annual January conference INTEGRITY Ability to Strategically Position Companies INTEGRITY Impressive Track Record • Spend more time than our competitors on the strategic positioning of our clients • Work together to optimize market positioning • Offer strategic insights based on our understanding and perspective of the industry © 2013 Gridley & Company LLC • Over 25 year history of successfully completing transactions • Clients like us and the job we do • Goal is 100% referencable clients • “No client gets left behind” 52
  • 53. 12+ Years of Strategic Thought Leadership Quarterly Publications Industry Guides Frequent Industry Speaker • Highly respected newsletter about industry trends and corporate finance / M&A activity • January Conference • In-depth review of the digital NY ecosystem, including recent startups and the firms investing in them © 2013 Gridley & Company LLC Annual Gridley Hosted Events • Summer Networking Event & Golf Outing 53
  • 54. Host of Leading Annual Industry Conference for 13 years • Bellwether event focused on our targeted industries • Approximately 500 senior-level executives from over 300 companies • Differentiated audience and participants vs. other conferences • Highly personalized with Gridley arranged “1-on-1”s for clients, presenters, sponsors • Presentations by approximately 40 private companies and industry panels addressing timely topics January 14, 2014 The Westin New York Grand Central (Invitation Only) © 2013 Gridley & Company LLC 54
  • 55. Event History – Track Record of Finding Highly Successful Companies Early • 218 private companies have presented since 2004 • Over 70% have completed liquidity transactions Selected Past Conference Presenters © 2013 Gridley & Company LLC 55
  • 56. Gridley’s Guide to Digital NY • Unique and comprehensive report for investors, buyers and entrepreneurs looking for one place to quickly get up to speed on New York’s exciting, explosive digital ecosystem • We decided to put together this report published originally in Oct. 2011 after people kept asking us about all of the “digital momentum” in NY. There was a feeling that lots was going on, but people didn’t really understand just what “it” was and how extensive “it” was. We aim to answer those questions here • Digital New York report is updated on a quarterly basis and sent to 1,500+ senior executives and investors • For an “easy to use” website that lays out the information in this report (and more) in a fun, creative way, visit www.gridleyco.com or www.gridleydigitalny.com © 2013 Gridley & Company LLC 56
  • 57. Selected Recent Gridley Transactions Gridley clients include industry leaders and premier emerging growth companies © 2013 Gridley & Company LLC 57
  • 58. Selected Recent Gridley Transactions cont. © 2013 Gridley & Company LLC 58
  • 59. QUESTIONS? Linda Gridley President & CEO 212-400-9710 linda.gridley@gridleyco.com Pratik Patel Managing Director 212-400-9712 pratik.patel@gridleyco.com Gridley & Company LLC 10 East 53rd Street, 24th Floor New York, NY 10022 212.400.9720 tel 212.400.9717 fax Twitter: @gridleyco www.gridleyco.com