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Internet Advertising Trends - 2013


                    Mark R. Langner"
           Managing Director – Industry Analysis
                            
                            
                      January 2013
Contents
1.    Summary
2.    Internet Industry Statistics – Internet Growth Shifting To Emerging Markets and Asia; Mobile Data Consumption
      Driving Importance of Mobile Strategies; Mobile is Growing at Expense of Desktop Usage in U.S. and Europe;
      Mobile’s Importance Grows as Users Sift from Desktop to Mobile; Social Media’s Importance for Internet
      Advertising is Established…; As Social Media Has Become Nearly 20% of Time Spent On-Line; Search is
      Changing – Becoming More Local and Mobile.

3.    Internet Advertising Market Figures – Internet Advertising Has Grown Rapidly…; And is Projected to Continue
      Growing Rapidly; Digital’s Share of Worldwide Ad Spend Will Rise; Mobile Advertising Market Needs to Catch Up
      to Usage; Which Means Expect Mobile’s Share of Spend to Grow Fast.

4.    Key Internet Advertising Industry Trends – Making Sense of the IA Landscape; Headwaters’ View of IA
      Landscape; The Basics (Search and Direct Response) – Still Lots of Opportunity; Search – Many Advertisers Still
      Struggle With The Basics; Direct Response Continues to Be Important – But Harder; Long-Term – Search and DR
      are Foundations for Success; Publishers – Tool Up, Adapt, or Die; More Analytics = Better Performance?;
      Importance of Attribution and Transparency; RTB is Growing Rapidly – Is this Good or Bad?; RTB – Our View and
      Outlook for the Future; What About the Long Tail?; Mobile – Convergence and Divergence; Will Brands Ever Go
      Digital?; Why Brand Dollars Will Eventually Move to Digital.

5.    Internet Advertising and the M&A Trends for 2013 – Internet Advertising M&A Volume Remains Steady; VC
      Investment in IA Declining Rapidly; The IA Landscape, Investment and Consolidation; Where Do We Expect
      Continued Investment?; Where Will Consolidation Come First?






                                                                                                               Page 2
Section 1

SUMMARY"
Summary
Headwaters spoke to over 150 Internet Advertising companies in preparation of this report. A summary of the
trends we are seeing is as follows:
1.    Overall Internet Advertising growth remains strong as Internet Advertising takes share from traditional advertising
2.    Mobile is changing the landscape – yet is still, in many cases, separate from other web IA approaches and
      solutions.
3.    Social media's importance for Internet Advertising is established – how to effectively deal with it is still a question
      mark for most advertisers
4.    Search is becoming more local and mobile
5.    Current view of the Internet Advertising landscape is overly complicated - it's not that hard!
6.    Unless you offer neutral data and tools, you are not going to be able serve both publishers and advertisers
      effectively!
7.    We are still early in the maturation of the sector
8.    Customer sophistication is still early – even he most successful advertisers "get it less wrong!” to a degree
9.    Search and DR remain the foundations for successful internet advertising campaigns – but no longer stand alone
10.  Big data, social and mobile driving richer data sets enabling advanced analytics
11.  Attribution & Transparency will be hot in 2013 as customers drive for better ROI 
12.  Publishers - Tool Up, Adapt or DIE
13.  RTB is hot now - but winners must evolve quickly as publishers and advertisers become more sophisticated
14.  Brand dollars still sitting on the sideline (mostly) but change is coming
15.  M&A remains steady but multiples likely pressured in 2013 due to scale and overfunding




                                                                                                                       Page 4
Section 2

INTERNET INDUSTRY STATISTICS"
"
Internet Growth Shifting To Emerging Markets And Asia
•      2.26 B Internet Users
                                                                      •       Europe & U.S. Approaching Saturation
•      72% Growth During Last 5 Years
                                                             •       Continued Strong Growth in Asia & Emerging Markets

     &$#!!$!!!$!!!"                                                                                
                                                                                                                                                             Asia	
  
                                                       139mm	
  Internet	
  Users	
  -­‐2011	
  
                                                       215%	
  Growth	
  2007-­‐2011	
  
                                                       13%	
  Internet	
  Penetra9on	
  
                                                       	
  
     &$!!!$!!!$!!!"

                          Africa	
  
                                                                                                                                                   Rapid	
  Growth/
                          Mid-­‐East	
                                                                                                             Low	
  
     %$#!!$!!!$!!!"                                                                     1.0B	
  Internet	
  Users	
  -­‐	
  2011	
                 Penetra9on	
  
                                                                                        99%	
  Growth	
  2007-­‐2011	
  
                                                                                        27%	
  Internet	
  Penetra9on	
  
                                                                                        	
  


     %$!!!$!!!$!!!"
                             Asia	
  


                             La9n	
  America	
  
                                                                                        501mm	
  Internet	
  Users	
  -­‐	
  2011	
  
                             Europe	
                                                   25%	
  Growth	
  2007-­‐2011	
  
      #!!$!!!$!!!"                                                                      68%	
  Internet	
  Penetra9on	
  
                                                                                                                                                   Slower	
  
                                Oceania	
  	
                                           	
                                                         Growth/
                                                                                        273mm	
  Internet	
  Users	
  -­‐	
  2011	
                Approaching	
  
                             U.S.	
  &	
  Canada	
                                      15%	
  Growth	
  2007-­‐2011	
  
                                                                                                                                                   Satura9on	
  
                                                                                        79%	
  Internet	
  Penetra9on	
  
                 !"                                                                     	
  
                  &!!'"                      &!!("                  &!!)"                               &!%!"                           &!%%"   Source:	
  ITU,	
  United	
  Na3ons,	
  US	
  Census	
  Bureau,	
  
                                                                                                                                                GfK,	
  and	
  www.internetworldstats.com	
  	
  



                                                                                                                                                                                                  Page 6
Mobile Data Consumption Driving Importance Of Mobile Strategies
Mobile Internet Usage Exploding; e.g., AT&T Mobile Data Usage Up 8,000% in Four Years

                  15B	
  
    PB/Month	
  




                   10B	
  




                     5B	
  




                    2007      	
     	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  2008 	
     	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  2009   	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  	
  2010	
  
                                                                                                                                                                                                                                                                                             Source:	
  AT&T	
  



                                                                                                                                                                                                                                                                                                                                   Page 7
Mobile Is Growing At Expense Of Desktop Usage In U.S. And Europe
In Established Markets Mobile/Internet Shift is Net Sum Game; U.S. User Growth at 3% CAGR; Mobile Share of
Overall Internet Traffic Growing at 88% CAGR


                                               10%!                          3%	
  CAGR	
                                                                       '!!"!#




                                                                                                                                                                           North	
  America	
  Internet	
  Users	
  (in	
  millions)	
  
                                                                                                                                                                 &$!"!#
    Mobile	
  Share	
  of	
  North	
  American	
  




                                                     8%!


                                                                                                                                                                 &!!"!#
               Internet	
  Traffic	
  




                                                     6%!

                                                                                                                                                                 %$!"!#

                                                     4%!
                                                                                                                                                                 %!!"!#


                                                     2%!
                                                                                                                                                                 $!"!#



                                                     0%!                                                                                                         !"!#
                                                                    2008!   2009!              2010!                                2011!
                                                           Mobile   Users                              Source:	
  	
  ITU,	
  United	
  Na3ons,	
  US	
  Census	
  Bureau,	
  GfK,	
  
                                                                                                       www.internetworldstats.com;	
  StatsCounter	
  Global	
  Stats	
  	
  




                                                                                                                                                                         Page 8
Mobile’s Importance Grows As Users Shift From Desktop To Mobile
Internet Use Shifting from Desktop to Mobile; Mobile Now 10.3% of Worldwide Internet Traffic 

                                             12.0%!



                                             10.0%!                                                                            '!"($%
    Mobile	
  Share	
  of	
  Worldwide	
  




                                              8.0%!
                                                                                                                ,"!$%
         Internet	
  Traffic	
  




                                              6.0%!                                                    #"+$%



                                              4.0%!
                                                                                             *"'$%


                                              2.0%!                                 )"#$%

                                                                          '"($%
                                                       !"#$%     !"&$%
                                              0.0%!
                                                       08
                                                           !




                                                                                    10
                                                                                     !


                                                                                             10
                                                                                                 !


                                                                                                       11
                                                                                                        !


                                                                                                                11
                                                                                                                    !


                                                                                                                                12
                                                                                                                                  !
                                                                 09
                                                                  !


                                                                          09
                                                                              !
                                                      c-




                                                                                    n-



                                                                                            c-



                                                                                                       n-



                                                                                                               c-



                                                                                                                             n-
                                                                 n-



                                                                         c-
                                                      De




                                                                                            De




                                                                                                               De
                                                                                  Ju




                                                                                                     Ju




                                                                                                                           Ju
                                                                         De
                                                               Ju




                                                                                                                    Source:	
  StatsCounter	
  Global	
  Stats	
  




                                                                                                                                                                     Page 9
Social Media’s Importance For Internet Advertising Is Established…
Unsurprisingly, Adoption of Social Media is Huge; Facebook Dominates

                                                                                                                              Facebook	
  User	
  Growth	
                                                                                                                  Other	
  Social	
  Networking	
  
                                                            900	
                                                                                                                                                                                                             Monthly	
  Ac9ve	
  Users*	
  
                                                                                                                                                                                                                                                     845mm	
  
                                                                                                                                                                                                                                                                           TwiYer                       	
  465mm	
  
                                                                                                                                                                                                                                                                           LinkedIn                     	
  161mm**	
  
    	
  Monthly	
  Ac9ve	
  Users	
  (in	
  millions)	
  




                                                                                                                                                                                                                                                                           Instagram                    	
  40mm	
  
                                                                                                                                                                                                                                 608mm	
                                   Pinterest                    	
  14mm***	
  
                                                                                                                                                                                                                                                                                                        	
   	
  	
  
                                                            600	
  
                                                                                                                                                                                                                                                                            *	
  As	
  of	
  5/31/12	
  
                                                                                                                                                                                                                                                                            **	
  As	
  of	
  3/30/12	
  
                                                                                                                                                                                                                                                                            ***	
  Includes	
  only	
  “Facebook	
  
                                                                                                                                                                                                                                                                            Connected	
  Users”	
  
                                                                                                                                                                                                  360mm	
  

                                                            300	
  
                                                                                                                                                                                                                               Facebook	
  
                                                                                                                                                                           145mm	
                                            Reaches	
  83%	
  
                                                                                                                                                                                                                              of	
  American	
  
                                                                                                                                                 58mm	
                                                                         Internet	
  
                                                                                                                        12mm	
                                                                                                      Users	
  	
  
                                                                         1mm	
   6mm	
  
                                                                0	
  
                                                                                                                                                                                                                                                                            Source:	
  Facebook,	
  TwiLer,	
  LinkedIn,	
  
                                                                        12/04	
  	
  	
  	
  	
  12/05	
  	
  	
  	
  	
  12/06	
  	
  	
  	
  	
  	
  12/07	
  	
  	
  	
  	
  12/08	
  	
  	
  	
  	
  12/09	
  	
  	
  	
  	
  	
  12/10	
  	
  	
  	
  	
  12/11	
      TechCrunch,	
  AppData,	
  comScore	
  




                                                                                                                                                                                                                                                                                                                 Page 10
… As Social Media Has Become Nearly 20% Of Time Spent On-line
Social’s Share of On-Line Time Continues to Grow; Now Estimated as high as 25% of Time Spent On-Line

                                                                                     19%	
  in	
  October	
  2011	
  




              6%	
  in	
  2007	
  




                                                                                                                Page 11
Search Is Changing – Becoming More Local And Mobile
Local Search is Growing; Mobile is Key Driver and Poised to Overtake Desktop for Local Searches





                                                                                Source	
  comScore,	
  BIA	
  Kelsey	
  




                                                                                                                           Page 12
Section 3

INTERNET ADVERTISING MARKET
FIGURES
Internet Advertising Has Grown Rapidly…
Internet Advertising Market Growth Has Been Robust; 20.3% CAGR 





                                                                   Source:	
  IAB	
  




                                                                                  Page 14
… And Is Projected To Continue Growing Rapidly
Spending on Internet Advertising is Expected to Nearly Double in Next Three Years





                                                Source:	
  Through	
  2011	
  (IAB	
  /	
  PwC),	
  2012	
  data	
  thereaZer	
  (eMarketer,	
  September	
  2012)	
  
                                                Figures	
  include	
  adver3sing	
  formats	
  on	
  desktop,	
  laptop,	
  mobile	
  phones	
  and	
  tablet	
  plaorms	
  




                                                                                                                                                              Page 15
Digital’s Share Of Worldwide Ad Spend Will Rise
Growing from 20% to 25% Over Next Four Years





                                                   Source:	
  eMarketer	
  




                                                           Page 16
Mobile Advertising Market Needs To Catch Up To Usage…
There is Material Upside Opportunity for Mobile Ad Spend vs. Current Levels of Mobile Usage





                                                 Source:	
  KPCB,	
  eMarketer	
  
                                                 (1)  IAB	
  (2011)	
  
                                                 (2)  Assuming	
  Internet	
  and	
  mobile	
  ad	
  spending	
  share	
  equivalent	
  to	
  respec3ve	
  3me	
  spent	
  share	
  



                                                                                                                                                                         Page 17
…Which Means Expect Mobile’s Share Of Spend To Grow Fast
Mobile Advertising is Expected to Grow at Much Faster Rate than Other Formats





                                                                                 Source:	
  Comscore,	
  BIA	
  Kelsey	
  



                                                                                                        Page 18
Section 4

KEY INTERNET ADVERTISING
INDUSTRY TRENDS
Making Sense Of The IA Landscape




               This	
  is	
  NOT	
  a	
  Sustainable	
  View	
  of	
  the	
  Market!	
  


                                                                                           Page 20
Making Sense Of The IA Landscape (Cont.)

                “Any	
  fool	
  can	
  make	
  something	
  complex.	
  It	
  is	
  hard	
  to	
  keep	
  things	
  simple.”	
  –	
  Sir	
  Richard	
  Branson	
  
     Or	
  if	
  you	
  prefer	
  old-­‐school:	
  

              “Any	
  intelligent	
  fool	
  can	
  make	
  things	
  bigger	
  and	
  more	
  complex…	
  It	
  takes	
  a	
  touch	
  of	
  genius	
  –	
  and	
  a	
  
                                     lot	
  of	
  courage	
  to	
  move	
  in	
  the	
  opposite	
  direc3on.”	
  –	
  Albert	
  Einstein	
  



Current View of the Landscape is Overly Complex
•       Talk to enough of these companies (100+ in our research) and what they do starts to bleed together

Complex Industry View Requires Unnecessary Differentiation 
•       Venture capital has overfunded the sector, requiring companies to slice the pie ever thinner to differentiate
•       Given that this is an industry of “Marketers,” tendency to creatively create distinctions where none are required
•       When you speak to customers at the industry trade shows, they are confused by the attempted differentiations 

Ultimately Many of these “Companies” are Actually Products or Point Solutions
•       Not enough market demand in many of these sectors to support 8-10 companies
•       Expect continued consolidation as leaders assemble more complete solutions






                                                                                                                                                                            Page 21
Headwaters’ View Of IA Landscape
     A	
  More	
  Simplified	
  View	
  of	
  the	
  IA	
  Landscape:	
  
             Sellside	
  –	
  Content	
  Publishers	
                                  Buyside	
  -­‐	
  Adver9sers	
  


       Analytics,                            Exchanges                     Exchanges                             Analytics,
      Management                                and                           and                               Management
      and Decision                          Transaction                   Transaction                           and Decision
         Tools                              Management                    Management                               Tools



                                                 Neutral Data and Tools

Market is Coalescing Around 5 Key Functions
•      First is a split between buy-side and sell-side, with companies serving the unique needs of publishers and advertisers
•      Second is split between enabling technologies (analytics, management and decision tools) & efficiency technologies (exchanges and
       transaction management) focused on the needs of either advertisers or publishers (but not both!)
•      Last is a set of neutral data sources and data management tools that can serve both sides of the market




                                                                                                                                    Page 22
The Basics (Search And Direct Response) – Still Lots Of Opportunity
   “The	
  reality	
  is	
  that	
  we	
  are	
  s3ll	
  at	
  the	
  top	
  of	
  the	
  third	
  inning	
  when	
  it	
  comes	
  to	
  the	
  development	
  of	
  AdTech	
  
  companies”	
  –	
  John	
  Batdorf,	
  Managing	
  Director	
  and	
  Head	
  of	
  Internet	
  Adver3sing	
  Banking,	
  Headwaters	
  MB	
  


 “At	
  this	
  point,	
  the	
  smartest	
  and	
  most	
  successful	
  adver3sers	
  are	
  crea3ng	
  tremendous	
  value	
  for	
  themselves	
  
                  by	
  preLy	
  much	
  gehng	
  it	
  ‘less	
  wrong’	
  than	
  their	
  compe3tors”	
  –	
  AdTech	
  Industry	
  Guru	
  




                                  We	
  are	
  at	
  the	
  Hihng	
  the	
  Side	
  of	
  a	
  Barn	
  Stage	
  


                                                                                                                                                                       Page 23
Search - Many Advertisers Still Struggle With The Basics

Partially Because the Concept of “Basic” has Become More
Sophisticated
•    It is no longer okay to just be in the digital arena
•    Competition for digital real estate has squeezed out the “easy” gains 
•    Simple approaches that may have worked two years ago are no longer
     sufficient




Successful Search Strategies Must Encompass Both Organic
and Paid Search Strategies
•    This highlights the growing importance of SEM/SEO tools and effective
     strategies for deploying search dollars
•    According to one CEO, roughly 50% of their search customers have
     significant room for improvement over their current strategies
•    Organic search is still critical – especially as the costs for paid search
     have risen
•    Quality of data – and ability to combine public and private data – will
     be important going forward






                                                                                  Page 24
Direct Response Continues To Be Important – But Harder

DR has Become More Complex
•    Tools to understand attribution that drive ROI are key
•    More sophisticated advertisers are working to integrate DR with on-line
     branding efforts


Social, Mobile and Video Pose Challenges to Managing DR
Campaigns
•    Still on the learning curve - applying traditional web metrics to these
     different formats has proven ineffective
•    Growing complexity of user behavior in the digital environment has
     brought similar complexity to what constitutes an effective campaign



More Complexity = More Tools = More Need for Resource for
Advertisers
•    Challenge for SMB to keep pace








                                                                               Page 25
Long-term – Search And DR Are Foundations For Success
In Future, Search and DR Will Be Cornerstones of More Complex Multi-Channel Strategies
Various “Silos” Of Internet Advertising Solutions Need to Breakdown Eventually
•    In future the sophisticated will evaluate ROI across various digital opportunities
•    Data from successful search and DR campaigns will inform other complementary efforts, e.g., mobile, local, social, digital branding, etc.

This is not a 2013 Market – Though May Influence Some 2013 Acquisition Activity As Companies Position
Themselves for this Market in 2014-2015

Established Search and DR Players With Their Vast Data Experience and History Will Be Central to Breaking Down
the Silos
•    Data ownership or ability to enable customers to harness proprietary data will be a differentiator








                                                                                                                                        Page 26
Publishers - Tool Up, Adapt Or Die

Publishers Continue to Lag in Adtech “Arms Race”
Publishers Continue to Get Short End of Stick in Market
•    Few have power of large advertisers
•    Adtech business models such as “neutral exchanges” or RTB players that sit
     between advertisers and publishers have been been able to exploit publishers

Publisher Control Over Inventory Limited at Best
•    Symptomatic of market where value of content is generally unknown
•    Makes getting proper value for content difficult
•    Purchasing tools in this environment difficult but necessary

Publisher Business Models Need to Change In Order to Best Take
Advantage of the Potential
•    Print-oriented business and sales model ineffective in digital marketplace
•    Potential of digital formats not fully exploited in content creation
•    Using adtech tools to understand value and ROI of content in discrete units
     (e.g., pages, stories, clips) will become a critical survival skill
•    Understanding and delivering highest value audiences to advertisers within the
     framework of an editorial “voice” will be hallmark of top publishers
•    Glut of content will begin to become rationalized, discrete and fluid – true high
     value content will be quantified and increase in value as a rare commodity
•    Low value content will go wanting for revenues






                                                                                        Page 27
More Analytics = Better Performance?




Big Data, Social Media, Mobile Use – All Are Driving Bigger and Richer Data Sets
Tools and Capabilities Built Upon These Data Sets Are Getting More Sophisticated
•    Quality of data is becoming paramount
•    Data management is becoming paramount – not just plumbing
•    Cross channel and cross format analysis raises the bar further

The Implication of More Advanced Analytics is the Attendant Complexity They Bring
•    How this plays out is still undetermined
•    This could create limits to growth - do tools built on these analytics need to become more programmatic to be more “accessible”?
•    Do advertisers need to change the way (and personnel) they use to maximize digital marketing and advertising opportunity?


                                                                                                                                     Page 28
Importance Of Attribution And Transparency
Attribution and Inventory Transparency Will
Be Very Hot Topics for 2013
Attribution and Viewability are Big Issues for
Advertisers
•    As much as 3/4ths of inventory may not be viewable
•    Even in search “last click” is quickly becoming seen as
     inadequate for properly determining advertising
     effectiveness
•    Attribution issues become even more complex as brand is
     integrated with search and DR

Lack of Transparency in the Digital Exchange/RTB
Environment is an Issue
•    Inability of publishers and advertisers to discern between
     content means artificially low prices for quality content and
     artificially high prices for content of little or no value
•    Pressure on exchanges to provide more transparency will
     pressure the arbitrage opportunity between ad buyers and
     sellers


                                                                    Image	
  Source:	
  GanneL	
  




                                                                                    Page 29
RTB Is Growing Rapidly – Is This Good Or Bad?
Advertisers, Publishers and IA Companies Will Not be Able to Ignore Impact of RTB.
•    RTB Continues to Grow in Importance to the Overall Display Market – Projected to be Nearly 1/3rd of Display Advertising by 2016






                                                                             Note:	
  includes	
  all	
  display	
  formats	
  served	
  to	
  all	
  devices	
  
                                                                             Source:	
  eMarketer,	
  Nov	
  2012	
  



                                                                                                                                                                    Page 30
RTB: Our View And Outlook For Future
Easy Answer: Good for Advertisers, Bad for Publishers
Real Answer – WAY More Complex
RTB is Riding High
•    Fast Growth
•    Solid Margins
•    More Inventory Moving into RTB Markets

RTB Risks
•    Increased Competition Driving Potential Margin Compression
•    Emergence of Private Exchanges to Siphon Off Easy to Mark-Up Quality Content
•    Increased Scrutiny of RTB Inventory by Advertisers

Expect the RTB Market Begin to Change in Next 18-24 Months
RTB is on a Roll – How Long Until All The Easy Money is Made?
•    A Tougher Market Will Separate Winners and Also-Rans 

We Think Winners Will Need Good Analytics AND Scale
•    Presages Potential Market Consolidation
•    Scale = Information… Information = Competitive Advantage in a Fast Moving Market

Days of RTB Players Serving Both Publishers and Buyers Are Limited
•    Inherent Conflict of Interest is Not Sustainable – Advocates of Both Sides of the Transaction Will Emerge to Balance Market




                                                                                                                                   Page 31
What About The Long Tail?




Much of Power Offered by Internet Advertising Solutions is Utilized Primarily by Large Companies with Resources 
•    Scalable solutions that provide “actionable” solutions for small business – even mid-sized business are few at this point
•    In some cases, e.g., Paid search, things have gotten even more difficult as the “easy solutions” for small business have become more
     complex with competition for digital real estate

Many Players Have Either Pivoted Away from the Long Tail or Have “Future Plans” for a More Self-Serve, Scalable
Solution
•    Companies that we have spoken to have realized large companies are where the customers currently can be found
•    This implies that the long tail is looking more 2014 than 2013

Local May Be the Exception - Ideally Suited to Many Small Business

Challenge Will Be Scalable Way to Sell Into This Group
•    SMB solutions require low-touch on-line sales, easy install and “mass customization” to be effective

        


                                                                                                                                    Page 32
Mobile - Convergence And Divergence
                            Will 2013 Be The Year for a Mobile Advertising
                            “Breakout”? – Probably Not
                            No Doubt that Mobile Is Becoming a Bigger Part of Overall
                            Digital Advertising Market
                            •    Eyeballs continue to move to mobile formats – both web and app –
                                 dollars should follow
                            •    Still there are significant challenges in finding effective mobile formats due
                                 to screen limitations and different user behavior than web
                            •    Role and function of mobile advertising in coordinated campaigns

                            Mobile Continues to Be a Unique Technology Requiring Unique
                            Skillsets
                            •    Traditional mobile/carrier expertise continues to be a valuable commodity
                                 – particularly as the smartphone/web universe converges with the
                                 cellphone/SMS universe

                            The Concept of “Mobile” Continues to Evolve - Diverge
                            •    Separation and segmentation between smartphone and tablet – some
                                 solutions work for one but not other
                            •    Voice and text are becoming adjuncts
                            •    Role of local and location-based services important




                                                                                                   Page 33
Will Brands Ever Go Digital?
Conventional Wisdom is that Brand Dollars are Sitting on the
Digital Side-Line – When Will They Get in the Game?
In the U.S. only an estimated $5-7 Billion Dollars are Spent on Digital Brand
Advertising v. $100 Billion off-line

Brand is Less Than ¼ of the Overall Digital Advertising Spend 
•    Dollars are not yet following eyeballs
•    Brand dollars are looking for somewhere to go
•    Just look ad rates and TV viewership - crashing but cpms exploding

2013 Will Still Be Early in Moving Brand Dollars to Digital – But There is
Promise
•    Mobile and video are more “brand friendly”
•    Brand advertisers are beginning to be more creative with digital to make it work for brand
     – it’s a more complex opportunity – shedding the TV/print media mindset will take time.

There are Still Challenges Though
•    Attribution and ROI models for brand are nascent
•    Scalability, reach and quality of digital inventory are all legitimate concerns






                                                                                                  Page 34
Why Brand Dollars Will Eventually Move To Digital                                                              

Television Viewership Is Down But CPMs Continue To Climb
•    This represents the opportunity for brand dollars to follow eye-balls on-line
•    It also represents the challenge that digital advertising companies face in attracting brand dollars
•    Conversations with advertisers and internet advertising companies point to us reaching a tipping point in the 2013-2014 time frame






                                                                                     (1)	
  




                                                                                                                                      Page 35
Section 5

INTERNET ADVERTISING M&A TRENDS
FOR 2013"
Internet Advertising M&A Volume Remains Steady




                                    Source:	
  451	
  Group	
  
                                    *	
  4Q	
  2012:	
  through	
  12/6/2012	
  
                                    Number	
  of	
  deals	
  includes	
  deals	
  with	
  undisclosed	
  transac3on	
  values	
  



                                                                                                                          Page 37
VC Investment in IA Firms Declining Rapidly




                                      Source:	
  Capital	
  IQ,	
  PitchBook	
  
                                      *	
  4Q	
  2012:	
  through	
  12/6/2012	
  
                                      Number	
  of	
  deals	
  includes	
  deals	
  with	
  undisclosed	
  transac3on	
  values	
  



                                                                                                                            Page 38
The IA Landscape, Investment And Consolidation
                Sellside	
  –	
  Content	
  Publishers	
                                     Buyside	
  -­‐	
  Adver9sers	
  


          Analytics,                             Exchanges                       Exchanges                               Analytics,
         Management                                 and                             and                                 Management
         and Decision                           Transaction                     Transaction                             and Decision
            Tools                               Management                      Management                                 Tools



                                                      Neutral Data and Tools

Looking Toward 2013
                                                       

Overall – Sector Has Been Well/Overfunded with Many at                     On the Buyer Side – Some Issues with Size of Potential
Lofty/Unsustainable Valuations
                                            Acquisitions
•    Too many “me too” plays
                                              •    Traditional players looking for accretive acquisitions require scale that is
                                                                                not available in most cases
•    Significant valuation gap in market overhangs M&A activity
                                                                           •    Buyers see most technologies in IA currently as too small or “nice to
•    Lots of powder means many players will wait to exit
                                                                                have” with little motivation to act due out of competitive pressure
•    Sellers (and their investors) see themselves as “must have” and too
     often seek to “swing for fences”
                                                                           Expect Investors to Be More Conservative in 2013


                                                                                                                                            Page 39
Where Do We Expect Continued Investment?
         Sellside	
  –	
  Content	
  Publishers	
                                 Buyside	
  -­‐	
  Adver9sers	
  


   Analytics,                           Exchanges                     Exchanges                          Analytics,
  Management                               and                           and                            Management
  and Decision                         Transaction                   Transaction                        and Decision
     Tools                             Management                    Management                            Tools



                          Neutral Data and Tools
         More	
  Investment	
  
   Expect Publisher Side to Be More Active in Investments
   While The Overall Trend Has Been Over Investment – Publisher-Side Still Lags 

   •    Opportunities to develop and grow players in response to more developed buy-side
   •    Opportunities in both tools/analytics and transaction management portions of market

   Expect More New Investments and Earlier Stage Investments

   



                                                                                                                     Page 40
Where Will Consolidation Come First?
             Sellside	
  –	
  Content	
  Publishers	
                                    Buyside	
  -­‐	
  Adver9sers	
  


        Analytics,         Exchanges                                        Exchanges                           Analytics,
       Early	
  Consolida>on	
   and
       Management                                                              and                             Management
       and Decision                          Transaction                   Transaction                         and Decision
          Tools                              Management                    Management                             Tools



                                                   Neutral Data and Tools

  Where We See/Believe There is a Need for Consolidation
  Buy-Side Exchanges, RTB, Transaction Management Plays
  •    More established than sell-side, e.g., private exchanges
  •    Ultimately scale game – 2-3 big winners + niche verticals

  Neutral Data Plays
  •    Scale and breadth of data key
  •    Some room for niche verticals around highly specialized data – e.g., HIPPA compliant medical, etc.
  

  
                                                                                                                            Page 41
Mark R. Langner"
Managing Director – Industry Analysis"
"
"
"
Office: (415) 464-6322"
Cell: (415) 994-0557"
mlangner@headwatersmb.com"
Experience
Our bankers have deep personal experience completing transactions for companies in the technology, media
and telecom space, including:
                                                                                                              Disclosure:	
  	
  This	
  newsleLer	
  is	
  a	
  periodic	
  compila3on	
  of	
  certain	
  

                                                                                                             economic	
  and	
  corporate	
  informa3on,	
  as	
  well	
  as	
  completed	
  and	
  
                                                                                                              announced	
  merger	
  and	
  acquisi3on	
  ac3vity.	
  	
  Informa3on	
  contained	
  
                                                                                                              in	
  this	
  newsleLer	
  should	
  not	
  be	
  construed	
  as	
  a	
  recommenda3on	
  to	
  
                                                                                                              sell	
  or	
  buy	
  any	
  security.	
  	
  Any	
  reference	
  to	
  or	
  omission	
  of	
  any	
  
                                                                                                              reference	
  to	
  any	
  company	
  in	
  this	
  newsleLer	
  should	
  not	
  be	
  
                                                                                                              construed	
  as	
  a	
  recommenda3on	
  to	
  buy,	
  sell	
  or	
  take	
  any	
  other	
  ac3on	
  
                                                                                                              with	
  respect	
  to	
  any	
  security	
  of	
  any	
  such	
  company.	
  	
  We	
  are	
  not	
  
                                                                                                              solici3ng	
  any	
  ac3on	
  with	
  respect	
  to	
  any	
  security	
  or	
  company	
  based	
  
                                                                                                              on	
  this	
  newsleLer.	
  	
  The	
  newsleLer	
  is	
  published	
  solely	
  for	
  the	
  
                                                                                                              general	
  informa3on	
  of	
  clients	
  and	
  friends	
  of	
  Headwaters	
  MB,	
  LLC.	
  	
  
                                                                                                              It	
  does	
  not	
  take	
  into	
  account	
  the	
  par3cular	
  investment	
  objec3ves,	
  
                                                                                                              financial	
  situa3on,	
  or	
  needs	
  of	
  individual	
  recipients.	
  	
  Certain	
  
                                                                                                              transac3ons,	
  including	
  those	
  involving	
  early	
  stage	
  companies,	
  give	
  
                                                                                                              rise	
  to	
  substan3al	
  risk	
  and	
  are	
  not	
  suitable	
  for	
  all	
  investors.	
  	
  This	
  
                                                                                                              newsleLer	
  is	
  based	
  upon	
  informa3on	
  that	
  we	
  consider	
  reliable,	
  but	
  
                                                                                                              we	
  do	
  not	
  represent	
  that	
  it	
  is	
  accurate	
  or	
  complete,	
  and	
  it	
  should	
  
                                                                                                              not	
  be	
  relied	
  upon	
  as	
  such.	
  	
  Predic3on	
  of	
  future	
  events	
  is	
  inherently	
  
                                                                                                              subject	
  to	
  both	
  known	
  and	
  unknown	
  risks,	
  and	
  other	
  factors	
  that	
  
                                                                                                              may	
  cause	
  actual	
  results	
  to	
  vary	
  materially.	
  	
  We	
  are	
  under	
  no	
  
                                                                                                              obliga3on	
  to	
  update	
  the	
  informa3on	
  contained	
  in	
  this	
  newsleLer.	
  
                                                                                                              Opinions	
  expressed	
  are	
  our	
  present	
  opinions	
  only	
  and	
  are	
  subject	
  to	
  
                                                                                                              change	
  without	
  no3ce.	
  	
  Addi3onal	
  informa3on	
  is	
  available	
  upon	
  
                                                                                                              request.	
  	
  The	
  companies	
  men3oned	
  in	
  this	
  newsleLer	
  may	
  be	
  clients	
  
                                                                                                              of	
  Headwaters	
  MB,	
  LLC.	
  	
  The	
  decisions	
  to	
  include	
  any	
  company	
  in	
  
                                                                                                              this	
  newsleLer	
  is	
  unrelated	
  in	
  all	
  respects	
  to	
  any	
  service	
  that	
  
                                                                                                              Headwaters	
  MB,	
  LLC	
  may	
  provide	
  to	
  such	
  company.	
  	
  This	
  newsleLer	
  
                                                                                                              may	
  not	
  be	
  copied	
  or	
  reproduced	
  in	
  any	
  form,	
  or	
  redistributed	
  
                                                                                                              without	
  the	
  prior	
  wriLen	
  consent	
  of	
  Headwaters	
  MB,	
  LLC.	
  	
  The	
  
                                                                                                              informa3on	
  contained	
  herein	
  should	
  not	
  be	
  construed	
  as	
  legal	
  
                                                                                                              advice.	
  
    *Some	
  transac3ons	
  completed	
  by	
  Headwaters	
  team	
  members	
  on	
  prior	
  plaorms	
  




                                                                                                                                                                                             Page 43
About Headwaters MB
Headwaters MB is an independently owned, growth investment bank and advisory firm. Headwaters MB has transacted
over $7 billion of middle market deals and has over $225 billion of deal experience from its 65 full-time senior
professionals. Headwaters has a national office footprint in the United States, headquartered in Denver, with additional
offices in Boston, Chicago, New York, San Francisco & Washington D.C.

Headwaters MB has a significant international track record, providing our clients with a global reach. Our team has
generated significant revenue from cross-border transactions, has local advisory partners covering 27 countries and the
firm has won “Cross Border Deal of the Year” awards twice.

The firm has an established reputation as quality service provider and trusted long-term advisor to clients with a history
of process and transaction excellence.

The Headwaters TMT Team

 Gary Moon            
          
John Batdorf                    
Sun Jen Yung
 Head of TMT Banking              
Managing Director               
Managing Director 
 415-766-3862 (office)             
(415) 926-7454 (office)          
203-992-1667 (office) 
 650-515-8734 (mobile)            
(415) 847-8805 (mobile)         
917-297-8716 (mobile)
 gmoon@headwatersmb.com           
jbatdorf@headwatersmb.com       
sunjyung@headwatersb.com 
 Mark R. Langner
 Managing Director
 415-464-6322 (office)
 415-994-0557 (mobile)
 mlangner@headwatersmb.com

                                  



                                                                                                                 Page 44

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Headwaters Internet Advertising Trends 2013

  • 1. Internet Advertising Trends - 2013 Mark R. Langner" Managing Director – Industry Analysis January 2013
  • 2. Contents 1.  Summary 2.  Internet Industry Statistics – Internet Growth Shifting To Emerging Markets and Asia; Mobile Data Consumption Driving Importance of Mobile Strategies; Mobile is Growing at Expense of Desktop Usage in U.S. and Europe; Mobile’s Importance Grows as Users Sift from Desktop to Mobile; Social Media’s Importance for Internet Advertising is Established…; As Social Media Has Become Nearly 20% of Time Spent On-Line; Search is Changing – Becoming More Local and Mobile. 3.  Internet Advertising Market Figures – Internet Advertising Has Grown Rapidly…; And is Projected to Continue Growing Rapidly; Digital’s Share of Worldwide Ad Spend Will Rise; Mobile Advertising Market Needs to Catch Up to Usage; Which Means Expect Mobile’s Share of Spend to Grow Fast. 4.  Key Internet Advertising Industry Trends – Making Sense of the IA Landscape; Headwaters’ View of IA Landscape; The Basics (Search and Direct Response) – Still Lots of Opportunity; Search – Many Advertisers Still Struggle With The Basics; Direct Response Continues to Be Important – But Harder; Long-Term – Search and DR are Foundations for Success; Publishers – Tool Up, Adapt, or Die; More Analytics = Better Performance?; Importance of Attribution and Transparency; RTB is Growing Rapidly – Is this Good or Bad?; RTB – Our View and Outlook for the Future; What About the Long Tail?; Mobile – Convergence and Divergence; Will Brands Ever Go Digital?; Why Brand Dollars Will Eventually Move to Digital. 5.  Internet Advertising and the M&A Trends for 2013 – Internet Advertising M&A Volume Remains Steady; VC Investment in IA Declining Rapidly; The IA Landscape, Investment and Consolidation; Where Do We Expect Continued Investment?; Where Will Consolidation Come First? Page 2
  • 4. Summary Headwaters spoke to over 150 Internet Advertising companies in preparation of this report. A summary of the trends we are seeing is as follows: 1.  Overall Internet Advertising growth remains strong as Internet Advertising takes share from traditional advertising 2.  Mobile is changing the landscape – yet is still, in many cases, separate from other web IA approaches and solutions. 3.  Social media's importance for Internet Advertising is established – how to effectively deal with it is still a question mark for most advertisers 4.  Search is becoming more local and mobile 5.  Current view of the Internet Advertising landscape is overly complicated - it's not that hard! 6.  Unless you offer neutral data and tools, you are not going to be able serve both publishers and advertisers effectively! 7.  We are still early in the maturation of the sector 8.  Customer sophistication is still early – even he most successful advertisers "get it less wrong!” to a degree 9.  Search and DR remain the foundations for successful internet advertising campaigns – but no longer stand alone 10.  Big data, social and mobile driving richer data sets enabling advanced analytics 11.  Attribution & Transparency will be hot in 2013 as customers drive for better ROI  12.  Publishers - Tool Up, Adapt or DIE 13.  RTB is hot now - but winners must evolve quickly as publishers and advertisers become more sophisticated 14.  Brand dollars still sitting on the sideline (mostly) but change is coming 15.  M&A remains steady but multiples likely pressured in 2013 due to scale and overfunding Page 4
  • 6. Internet Growth Shifting To Emerging Markets And Asia •  2.26 B Internet Users •  Europe & U.S. Approaching Saturation •  72% Growth During Last 5 Years •  Continued Strong Growth in Asia & Emerging Markets &$#!!$!!!$!!!" Asia   139mm  Internet  Users  -­‐2011   215%  Growth  2007-­‐2011   13%  Internet  Penetra9on     &$!!!$!!!$!!!" Africa   Rapid  Growth/ Mid-­‐East   Low   %$#!!$!!!$!!!" 1.0B  Internet  Users  -­‐  2011   Penetra9on   99%  Growth  2007-­‐2011   27%  Internet  Penetra9on     %$!!!$!!!$!!!" Asia   La9n  America   501mm  Internet  Users  -­‐  2011   Europe   25%  Growth  2007-­‐2011   #!!$!!!$!!!" 68%  Internet  Penetra9on   Slower   Oceania       Growth/ 273mm  Internet  Users  -­‐  2011   Approaching   U.S.  &  Canada   15%  Growth  2007-­‐2011   Satura9on   79%  Internet  Penetra9on   !"   &!!'" &!!(" &!!)" &!%!" &!%%" Source:  ITU,  United  Na3ons,  US  Census  Bureau,   GfK,  and  www.internetworldstats.com     Page 6
  • 7. Mobile Data Consumption Driving Importance Of Mobile Strategies Mobile Internet Usage Exploding; e.g., AT&T Mobile Data Usage Up 8,000% in Four Years 15B   PB/Month   10B   5B   2007                                2008                                            2009                                                        2010   Source:  AT&T   Page 7
  • 8. Mobile Is Growing At Expense Of Desktop Usage In U.S. And Europe In Established Markets Mobile/Internet Shift is Net Sum Game; U.S. User Growth at 3% CAGR; Mobile Share of Overall Internet Traffic Growing at 88% CAGR 10%! 3%  CAGR   '!!"!# North  America  Internet  Users  (in  millions)   &$!"!# Mobile  Share  of  North  American   8%! &!!"!# Internet  Traffic   6%! %$!"!# 4%! %!!"!# 2%! $!"!# 0%! !"!# 2008! 2009! 2010! 2011! Mobile Users Source:    ITU,  United  Na3ons,  US  Census  Bureau,  GfK,   www.internetworldstats.com;  StatsCounter  Global  Stats     Page 8
  • 9. Mobile’s Importance Grows As Users Shift From Desktop To Mobile Internet Use Shifting from Desktop to Mobile; Mobile Now 10.3% of Worldwide Internet Traffic 12.0%! 10.0%! '!"($% Mobile  Share  of  Worldwide   8.0%! ,"!$% Internet  Traffic   6.0%! #"+$% 4.0%! *"'$% 2.0%! )"#$% '"($% !"#$% !"&$% 0.0%! 08 ! 10 ! 10 ! 11 ! 11 ! 12 ! 09 ! 09 ! c- n- c- n- c- n- n- c- De De De Ju Ju Ju De Ju Source:  StatsCounter  Global  Stats   Page 9
  • 10. Social Media’s Importance For Internet Advertising Is Established… Unsurprisingly, Adoption of Social Media is Huge; Facebook Dominates Facebook  User  Growth   Other  Social  Networking   900   Monthly  Ac9ve  Users*   845mm   TwiYer  465mm   LinkedIn  161mm**    Monthly  Ac9ve  Users  (in  millions)   Instagram  40mm   608mm   Pinterest  14mm***         600   *  As  of  5/31/12   **  As  of  3/30/12   ***  Includes  only  “Facebook   Connected  Users”   360mm   300   Facebook   145mm   Reaches  83%   of  American   58mm   Internet   12mm   Users     1mm   6mm   0   Source:  Facebook,  TwiLer,  LinkedIn,   12/04          12/05          12/06            12/07          12/08          12/09            12/10          12/11   TechCrunch,  AppData,  comScore   Page 10
  • 11. … As Social Media Has Become Nearly 20% Of Time Spent On-line Social’s Share of On-Line Time Continues to Grow; Now Estimated as high as 25% of Time Spent On-Line 19%  in  October  2011   6%  in  2007   Page 11
  • 12. Search Is Changing – Becoming More Local And Mobile Local Search is Growing; Mobile is Key Driver and Poised to Overtake Desktop for Local Searches Source  comScore,  BIA  Kelsey   Page 12
  • 14. Internet Advertising Has Grown Rapidly… Internet Advertising Market Growth Has Been Robust; 20.3% CAGR Source:  IAB   Page 14
  • 15. … And Is Projected To Continue Growing Rapidly Spending on Internet Advertising is Expected to Nearly Double in Next Three Years Source:  Through  2011  (IAB  /  PwC),  2012  data  thereaZer  (eMarketer,  September  2012)   Figures  include  adver3sing  formats  on  desktop,  laptop,  mobile  phones  and  tablet  plaorms   Page 15
  • 16. Digital’s Share Of Worldwide Ad Spend Will Rise Growing from 20% to 25% Over Next Four Years Source:  eMarketer   Page 16
  • 17. Mobile Advertising Market Needs To Catch Up To Usage… There is Material Upside Opportunity for Mobile Ad Spend vs. Current Levels of Mobile Usage Source:  KPCB,  eMarketer   (1)  IAB  (2011)   (2)  Assuming  Internet  and  mobile  ad  spending  share  equivalent  to  respec3ve  3me  spent  share   Page 17
  • 18. …Which Means Expect Mobile’s Share Of Spend To Grow Fast Mobile Advertising is Expected to Grow at Much Faster Rate than Other Formats Source:  Comscore,  BIA  Kelsey   Page 18
  • 19. Section 4 KEY INTERNET ADVERTISING INDUSTRY TRENDS
  • 20. Making Sense Of The IA Landscape This  is  NOT  a  Sustainable  View  of  the  Market!   Page 20
  • 21. Making Sense Of The IA Landscape (Cont.) “Any  fool  can  make  something  complex.  It  is  hard  to  keep  things  simple.”  –  Sir  Richard  Branson   Or  if  you  prefer  old-­‐school:   “Any  intelligent  fool  can  make  things  bigger  and  more  complex…  It  takes  a  touch  of  genius  –  and  a   lot  of  courage  to  move  in  the  opposite  direc3on.”  –  Albert  Einstein   Current View of the Landscape is Overly Complex •  Talk to enough of these companies (100+ in our research) and what they do starts to bleed together Complex Industry View Requires Unnecessary Differentiation •  Venture capital has overfunded the sector, requiring companies to slice the pie ever thinner to differentiate •  Given that this is an industry of “Marketers,” tendency to creatively create distinctions where none are required •  When you speak to customers at the industry trade shows, they are confused by the attempted differentiations Ultimately Many of these “Companies” are Actually Products or Point Solutions •  Not enough market demand in many of these sectors to support 8-10 companies •  Expect continued consolidation as leaders assemble more complete solutions Page 21
  • 22. Headwaters’ View Of IA Landscape A  More  Simplified  View  of  the  IA  Landscape:   Sellside  –  Content  Publishers   Buyside  -­‐  Adver9sers   Analytics, Exchanges Exchanges Analytics, Management and and Management and Decision Transaction Transaction and Decision Tools Management Management Tools Neutral Data and Tools Market is Coalescing Around 5 Key Functions •  First is a split between buy-side and sell-side, with companies serving the unique needs of publishers and advertisers •  Second is split between enabling technologies (analytics, management and decision tools) & efficiency technologies (exchanges and transaction management) focused on the needs of either advertisers or publishers (but not both!) •  Last is a set of neutral data sources and data management tools that can serve both sides of the market Page 22
  • 23. The Basics (Search And Direct Response) – Still Lots Of Opportunity “The  reality  is  that  we  are  s3ll  at  the  top  of  the  third  inning  when  it  comes  to  the  development  of  AdTech   companies”  –  John  Batdorf,  Managing  Director  and  Head  of  Internet  Adver3sing  Banking,  Headwaters  MB   “At  this  point,  the  smartest  and  most  successful  adver3sers  are  crea3ng  tremendous  value  for  themselves   by  preLy  much  gehng  it  ‘less  wrong’  than  their  compe3tors”  –  AdTech  Industry  Guru   We  are  at  the  Hihng  the  Side  of  a  Barn  Stage   Page 23
  • 24. Search - Many Advertisers Still Struggle With The Basics Partially Because the Concept of “Basic” has Become More Sophisticated •  It is no longer okay to just be in the digital arena •  Competition for digital real estate has squeezed out the “easy” gains •  Simple approaches that may have worked two years ago are no longer sufficient Successful Search Strategies Must Encompass Both Organic and Paid Search Strategies •  This highlights the growing importance of SEM/SEO tools and effective strategies for deploying search dollars •  According to one CEO, roughly 50% of their search customers have significant room for improvement over their current strategies •  Organic search is still critical – especially as the costs for paid search have risen •  Quality of data – and ability to combine public and private data – will be important going forward Page 24
  • 25. Direct Response Continues To Be Important – But Harder DR has Become More Complex •  Tools to understand attribution that drive ROI are key •  More sophisticated advertisers are working to integrate DR with on-line branding efforts Social, Mobile and Video Pose Challenges to Managing DR Campaigns •  Still on the learning curve - applying traditional web metrics to these different formats has proven ineffective •  Growing complexity of user behavior in the digital environment has brought similar complexity to what constitutes an effective campaign More Complexity = More Tools = More Need for Resource for Advertisers •  Challenge for SMB to keep pace Page 25
  • 26. Long-term – Search And DR Are Foundations For Success In Future, Search and DR Will Be Cornerstones of More Complex Multi-Channel Strategies Various “Silos” Of Internet Advertising Solutions Need to Breakdown Eventually •  In future the sophisticated will evaluate ROI across various digital opportunities •  Data from successful search and DR campaigns will inform other complementary efforts, e.g., mobile, local, social, digital branding, etc. This is not a 2013 Market – Though May Influence Some 2013 Acquisition Activity As Companies Position Themselves for this Market in 2014-2015 Established Search and DR Players With Their Vast Data Experience and History Will Be Central to Breaking Down the Silos •  Data ownership or ability to enable customers to harness proprietary data will be a differentiator Page 26
  • 27. Publishers - Tool Up, Adapt Or Die Publishers Continue to Lag in Adtech “Arms Race” Publishers Continue to Get Short End of Stick in Market •  Few have power of large advertisers •  Adtech business models such as “neutral exchanges” or RTB players that sit between advertisers and publishers have been been able to exploit publishers Publisher Control Over Inventory Limited at Best •  Symptomatic of market where value of content is generally unknown •  Makes getting proper value for content difficult •  Purchasing tools in this environment difficult but necessary Publisher Business Models Need to Change In Order to Best Take Advantage of the Potential •  Print-oriented business and sales model ineffective in digital marketplace •  Potential of digital formats not fully exploited in content creation •  Using adtech tools to understand value and ROI of content in discrete units (e.g., pages, stories, clips) will become a critical survival skill •  Understanding and delivering highest value audiences to advertisers within the framework of an editorial “voice” will be hallmark of top publishers •  Glut of content will begin to become rationalized, discrete and fluid – true high value content will be quantified and increase in value as a rare commodity •  Low value content will go wanting for revenues Page 27
  • 28. More Analytics = Better Performance? Big Data, Social Media, Mobile Use – All Are Driving Bigger and Richer Data Sets Tools and Capabilities Built Upon These Data Sets Are Getting More Sophisticated •  Quality of data is becoming paramount •  Data management is becoming paramount – not just plumbing •  Cross channel and cross format analysis raises the bar further The Implication of More Advanced Analytics is the Attendant Complexity They Bring •  How this plays out is still undetermined •  This could create limits to growth - do tools built on these analytics need to become more programmatic to be more “accessible”? •  Do advertisers need to change the way (and personnel) they use to maximize digital marketing and advertising opportunity? Page 28
  • 29. Importance Of Attribution And Transparency Attribution and Inventory Transparency Will Be Very Hot Topics for 2013 Attribution and Viewability are Big Issues for Advertisers •  As much as 3/4ths of inventory may not be viewable •  Even in search “last click” is quickly becoming seen as inadequate for properly determining advertising effectiveness •  Attribution issues become even more complex as brand is integrated with search and DR Lack of Transparency in the Digital Exchange/RTB Environment is an Issue •  Inability of publishers and advertisers to discern between content means artificially low prices for quality content and artificially high prices for content of little or no value •  Pressure on exchanges to provide more transparency will pressure the arbitrage opportunity between ad buyers and sellers Image  Source:  GanneL   Page 29
  • 30. RTB Is Growing Rapidly – Is This Good Or Bad? Advertisers, Publishers and IA Companies Will Not be Able to Ignore Impact of RTB. •  RTB Continues to Grow in Importance to the Overall Display Market – Projected to be Nearly 1/3rd of Display Advertising by 2016 Note:  includes  all  display  formats  served  to  all  devices   Source:  eMarketer,  Nov  2012   Page 30
  • 31. RTB: Our View And Outlook For Future Easy Answer: Good for Advertisers, Bad for Publishers Real Answer – WAY More Complex RTB is Riding High •  Fast Growth •  Solid Margins •  More Inventory Moving into RTB Markets RTB Risks •  Increased Competition Driving Potential Margin Compression •  Emergence of Private Exchanges to Siphon Off Easy to Mark-Up Quality Content •  Increased Scrutiny of RTB Inventory by Advertisers Expect the RTB Market Begin to Change in Next 18-24 Months RTB is on a Roll – How Long Until All The Easy Money is Made? •  A Tougher Market Will Separate Winners and Also-Rans We Think Winners Will Need Good Analytics AND Scale •  Presages Potential Market Consolidation •  Scale = Information… Information = Competitive Advantage in a Fast Moving Market Days of RTB Players Serving Both Publishers and Buyers Are Limited •  Inherent Conflict of Interest is Not Sustainable – Advocates of Both Sides of the Transaction Will Emerge to Balance Market Page 31
  • 32. What About The Long Tail? Much of Power Offered by Internet Advertising Solutions is Utilized Primarily by Large Companies with Resources •  Scalable solutions that provide “actionable” solutions for small business – even mid-sized business are few at this point •  In some cases, e.g., Paid search, things have gotten even more difficult as the “easy solutions” for small business have become more complex with competition for digital real estate Many Players Have Either Pivoted Away from the Long Tail or Have “Future Plans” for a More Self-Serve, Scalable Solution •  Companies that we have spoken to have realized large companies are where the customers currently can be found •  This implies that the long tail is looking more 2014 than 2013 Local May Be the Exception - Ideally Suited to Many Small Business Challenge Will Be Scalable Way to Sell Into This Group •  SMB solutions require low-touch on-line sales, easy install and “mass customization” to be effective Page 32
  • 33. Mobile - Convergence And Divergence Will 2013 Be The Year for a Mobile Advertising “Breakout”? – Probably Not No Doubt that Mobile Is Becoming a Bigger Part of Overall Digital Advertising Market •  Eyeballs continue to move to mobile formats – both web and app – dollars should follow •  Still there are significant challenges in finding effective mobile formats due to screen limitations and different user behavior than web •  Role and function of mobile advertising in coordinated campaigns Mobile Continues to Be a Unique Technology Requiring Unique Skillsets •  Traditional mobile/carrier expertise continues to be a valuable commodity – particularly as the smartphone/web universe converges with the cellphone/SMS universe The Concept of “Mobile” Continues to Evolve - Diverge •  Separation and segmentation between smartphone and tablet – some solutions work for one but not other •  Voice and text are becoming adjuncts •  Role of local and location-based services important Page 33
  • 34. Will Brands Ever Go Digital? Conventional Wisdom is that Brand Dollars are Sitting on the Digital Side-Line – When Will They Get in the Game? In the U.S. only an estimated $5-7 Billion Dollars are Spent on Digital Brand Advertising v. $100 Billion off-line Brand is Less Than ¼ of the Overall Digital Advertising Spend •  Dollars are not yet following eyeballs •  Brand dollars are looking for somewhere to go •  Just look ad rates and TV viewership - crashing but cpms exploding 2013 Will Still Be Early in Moving Brand Dollars to Digital – But There is Promise •  Mobile and video are more “brand friendly” •  Brand advertisers are beginning to be more creative with digital to make it work for brand – it’s a more complex opportunity – shedding the TV/print media mindset will take time. There are Still Challenges Though •  Attribution and ROI models for brand are nascent •  Scalability, reach and quality of digital inventory are all legitimate concerns Page 34
  • 35. Why Brand Dollars Will Eventually Move To Digital Television Viewership Is Down But CPMs Continue To Climb •  This represents the opportunity for brand dollars to follow eye-balls on-line •  It also represents the challenge that digital advertising companies face in attracting brand dollars •  Conversations with advertisers and internet advertising companies point to us reaching a tipping point in the 2013-2014 time frame (1)   Page 35
  • 36. Section 5 INTERNET ADVERTISING M&A TRENDS FOR 2013"
  • 37. Internet Advertising M&A Volume Remains Steady Source:  451  Group   *  4Q  2012:  through  12/6/2012   Number  of  deals  includes  deals  with  undisclosed  transac3on  values   Page 37
  • 38. VC Investment in IA Firms Declining Rapidly Source:  Capital  IQ,  PitchBook   *  4Q  2012:  through  12/6/2012   Number  of  deals  includes  deals  with  undisclosed  transac3on  values   Page 38
  • 39. The IA Landscape, Investment And Consolidation Sellside  –  Content  Publishers   Buyside  -­‐  Adver9sers   Analytics, Exchanges Exchanges Analytics, Management and and Management and Decision Transaction Transaction and Decision Tools Management Management Tools Neutral Data and Tools Looking Toward 2013 Overall – Sector Has Been Well/Overfunded with Many at On the Buyer Side – Some Issues with Size of Potential Lofty/Unsustainable Valuations Acquisitions •  Too many “me too” plays •  Traditional players looking for accretive acquisitions require scale that is not available in most cases •  Significant valuation gap in market overhangs M&A activity •  Buyers see most technologies in IA currently as too small or “nice to •  Lots of powder means many players will wait to exit have” with little motivation to act due out of competitive pressure •  Sellers (and their investors) see themselves as “must have” and too often seek to “swing for fences” Expect Investors to Be More Conservative in 2013 Page 39
  • 40. Where Do We Expect Continued Investment? Sellside  –  Content  Publishers   Buyside  -­‐  Adver9sers   Analytics, Exchanges Exchanges Analytics, Management and and Management and Decision Transaction Transaction and Decision Tools Management Management Tools Neutral Data and Tools More  Investment   Expect Publisher Side to Be More Active in Investments While The Overall Trend Has Been Over Investment – Publisher-Side Still Lags •  Opportunities to develop and grow players in response to more developed buy-side •  Opportunities in both tools/analytics and transaction management portions of market Expect More New Investments and Earlier Stage Investments Page 40
  • 41. Where Will Consolidation Come First? Sellside  –  Content  Publishers   Buyside  -­‐  Adver9sers   Analytics, Exchanges Exchanges Analytics, Early  Consolida>on   and Management and Management and Decision Transaction Transaction and Decision Tools Management Management Tools Neutral Data and Tools Where We See/Believe There is a Need for Consolidation Buy-Side Exchanges, RTB, Transaction Management Plays •  More established than sell-side, e.g., private exchanges •  Ultimately scale game – 2-3 big winners + niche verticals Neutral Data Plays •  Scale and breadth of data key •  Some room for niche verticals around highly specialized data – e.g., HIPPA compliant medical, etc. Page 41
  • 42. Mark R. Langner" Managing Director – Industry Analysis" " " " Office: (415) 464-6322" Cell: (415) 994-0557" mlangner@headwatersmb.com"
  • 43. Experience Our bankers have deep personal experience completing transactions for companies in the technology, media and telecom space, including: Disclosure:    This  newsleLer  is  a  periodic  compila3on  of  certain   economic  and  corporate  informa3on,  as  well  as  completed  and   announced  merger  and  acquisi3on  ac3vity.    Informa3on  contained   in  this  newsleLer  should  not  be  construed  as  a  recommenda3on  to   sell  or  buy  any  security.    Any  reference  to  or  omission  of  any   reference  to  any  company  in  this  newsleLer  should  not  be   construed  as  a  recommenda3on  to  buy,  sell  or  take  any  other  ac3on   with  respect  to  any  security  of  any  such  company.    We  are  not   solici3ng  any  ac3on  with  respect  to  any  security  or  company  based   on  this  newsleLer.    The  newsleLer  is  published  solely  for  the   general  informa3on  of  clients  and  friends  of  Headwaters  MB,  LLC.     It  does  not  take  into  account  the  par3cular  investment  objec3ves,   financial  situa3on,  or  needs  of  individual  recipients.    Certain   transac3ons,  including  those  involving  early  stage  companies,  give   rise  to  substan3al  risk  and  are  not  suitable  for  all  investors.    This   newsleLer  is  based  upon  informa3on  that  we  consider  reliable,  but   we  do  not  represent  that  it  is  accurate  or  complete,  and  it  should   not  be  relied  upon  as  such.    Predic3on  of  future  events  is  inherently   subject  to  both  known  and  unknown  risks,  and  other  factors  that   may  cause  actual  results  to  vary  materially.    We  are  under  no   obliga3on  to  update  the  informa3on  contained  in  this  newsleLer.   Opinions  expressed  are  our  present  opinions  only  and  are  subject  to   change  without  no3ce.    Addi3onal  informa3on  is  available  upon   request.    The  companies  men3oned  in  this  newsleLer  may  be  clients   of  Headwaters  MB,  LLC.    The  decisions  to  include  any  company  in   this  newsleLer  is  unrelated  in  all  respects  to  any  service  that   Headwaters  MB,  LLC  may  provide  to  such  company.    This  newsleLer   may  not  be  copied  or  reproduced  in  any  form,  or  redistributed   without  the  prior  wriLen  consent  of  Headwaters  MB,  LLC.    The   informa3on  contained  herein  should  not  be  construed  as  legal   advice.   *Some  transac3ons  completed  by  Headwaters  team  members  on  prior  plaorms   Page 43
  • 44. About Headwaters MB Headwaters MB is an independently owned, growth investment bank and advisory firm. Headwaters MB has transacted over $7 billion of middle market deals and has over $225 billion of deal experience from its 65 full-time senior professionals. Headwaters has a national office footprint in the United States, headquartered in Denver, with additional offices in Boston, Chicago, New York, San Francisco & Washington D.C. Headwaters MB has a significant international track record, providing our clients with a global reach. Our team has generated significant revenue from cross-border transactions, has local advisory partners covering 27 countries and the firm has won “Cross Border Deal of the Year” awards twice. The firm has an established reputation as quality service provider and trusted long-term advisor to clients with a history of process and transaction excellence. The Headwaters TMT Team Gary Moon John Batdorf Sun Jen Yung Head of TMT Banking Managing Director Managing Director 415-766-3862 (office) (415) 926-7454 (office) 203-992-1667 (office) 650-515-8734 (mobile) (415) 847-8805 (mobile) 917-297-8716 (mobile) gmoon@headwatersmb.com jbatdorf@headwatersmb.com sunjyung@headwatersb.com  Mark R. Langner Managing Director 415-464-6322 (office) 415-994-0557 (mobile) mlangner@headwatersmb.com Page 44