1. - ABM – May 2014 1

2. W.B. Grimes Background Established in 1959 by Walter Grimes-1,500 media properties sold B2B Media -also Minor League Sports, Community Newspapers, Broadcast, Digital/Out of Home [McGovern’s background – Paid Content/Data businesses – Thomson Financial & Dow Jones – 15 years] Grimes is a Leading Provider of M&A advisory services to the small- and middle-markets Specialists in working with family- and privately-owned B2B businesses under $20m Buy-side, Sell-side Representation– Success Fee Model Low-cost appraisals, consulting 2

3. Agenda for Today Major Drivers for Valuation M&A Market for B2B Media Revenue Diversification Focus on: Product Pricing in Paid Content/Data Today’s M&A Market for B2B Media- Multiples How Revenue Diversification Affects Multiples Conclusions Next two Presenters – exceptional work on Revenue Diversification Good Habits for Sellers 3

4. Major Drivers of Valuation in Today’s B2B Market 1. Revenue Diversification 2. #1 or #2 in your Category 3. Providing meaningful content that your audience considers actionable More Industry Content vs. Product Information 4. Global Potential 5. Consistent Cashflow - last 3 years 4

5. Revenue Diversification Digital Ads Webinars Paid Content Content Licensing Events Merchandising/E-commerce Mobile Lead Generation 5

6. Paid Content – Product Pricing Weekly, monthly have toughest time with pricing The similarity is actionable information 6 PRICEPRICE TIMELINESS Real Time Data (Wall Street, Food etc.) Market Research Reports w/Projections annually within seconds Free $$$$ dailyweekly monthly

7. Today’s Market for B2B Media- Multiples Multiples range is fairly wide - between 4x and 7x EBITDA or.5-1.2x revenue – whichever is lower The more Valuation Drivers are met, the higher the multiple – especially revenue diversification Deal structure: Cash deals Some revenue-based earn-outs (never EBITDA-based) A bit of a Buyers Market for print 7

8. How Diversification Affects Multiples – Quick Analysis Used Last 2 years of deals Took out anything that was not originally print-based Small set of data – but very relevant to ABM audience Focused on relationship of Revenue Diversification to Multiples Businesses that were mostly print (90%+) - multiples were lower.4-.5x Revenue and 4.5x EBITDA Businesses that got the print % down to just 70% and showed revenue in 3-4 other categories – just 2.5% to 15% Multiples were 1.2x revenue and 7.5x EBITDA 8

9. Good Habits - Sellers Keep Clean Financials – Detailed P&L statements for the past 3 years and as far into current year as possible. If possible break revenue down by source or paper. – Indicate any owner/officer salary or compensation. Also any owner perks like company car, travel & entertainment, officer life or health insurance – Any unusual or one-time items – A detailed year end and current balance sheet. Personnel – List of employees, their job function, % spend on each product, and annual compensation. Indicate salary or base, plus commission rate for your sales reps. – Stay Focused on your business 9

10. Be Prepared to Show Print details – Will need to show recent print bills. Good customer data Revenue by customer, by product/title Web Analytics – Daily site visits, average time spent on line by your readers, average click-thrus, return visits per months, what sections/features are getting the most viewers? – Good customer and audience data platforms – Know your Email Lists – origin, overlap – Know your Lease and all other major contracts – Bank Statements, Personal Tax Returns 10

11. Conclusions We do think multiples for mostly-print business will continue to go down. The opportunities to diversify will become easier and lower-cost. Doing it organically a bit easier. Raising Capital - Will become easier for small businesses to raise capital (recent SEC no action letter). Lending market should open up. Deals, Deals, Deals – expect 2x the # of deals in 2014. Our next two presenters – chose businesses that represent innovative approach toward diversification. 11

12. - Thank You John McGovern 1.212.255.9700 John@McGovernLLC.com 12