MEDIA SECTOR REVIEW

A TOUGH QUARTER INSIDE THIS ISSUE

AHEAD? Media Outlook 2 Media Briefs 3 We believe that the lackluster general economy and weak national television environment likely will position many media companies for a disappointing second quarter. National Industry activity 4 advertising is very economically sensitive and the weakness seems to have permeated into virtually all media sectors. However, economic prospects seemingly appear more favorable in the second half. In addition, CBS indicated that it is wrapping up its Segment Analysis upfront market, a good step toward creating some stability in the network advertising TV 6 environment, used as a benchmark for national advertising in virtually all mediums. In our view, the advertising environment should improve in the second half, creating a positive Radio 8 environment for media stocks. We encourage investors not to overreact regarding the Publishing 10 prospect for second quarter disappointments and build positions in advance of the quarter results. Digital Media & Technology 12 NOBLE Overview 15

STOCK MARKET PERFORMANCE

30%

20%

10%

0%

-10% Noble Digital -20% Media & Technology Noble Publishing -30% Noble Radio Noble TV -40% S&P 500 MEI-11-2015 MEI-27-2015 FEB.-04-2015 FEB.-20-2015 JUN.-11-2015 APR.-09-2015 APR.-24-2015 JAN.-02-2015 JAN.-20-2015 JUN.-26-2015 MRT.-09-2015 MRT.-24-2015

NOBLE International Investments, Inc., dba NOBLE FINANCIAL capital markets is a FINRA registered broker/dealer. Member - SPIC (Securities Investor Protection Corporation) Refer to the segment analysis part of the Newsletter to see the components of NOBLE Media Segment Indexes

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 1 MEDIA OUTLOOK

TELEVISION

Despite current weak national advertising trends, investors seem to be given the broadcast stocks another look. Broadcast television stocks are the only media group that has performed well, up nearly 12% versus 0.2% for the general market. In our view, investors appear to be setting sights on political advertising in 2016, but also seem to be positioning for spectrum auctions, which appear possible in the first half of 2016. We are not surprised by the strong performance. Typically, television stocks perform well in the year prior to an Olympic and Election year. Over the past 25 years, the television stocks were up an average 25% in the odd number years and were up an average 12% in the even numbered, election years. The spectrum auctions likely will add a new wrinkle in next year’s stock performance.

RADIO

The pace of the sell-off in radio stocks accelerated in the second quarter, with the stocks down nearly 11% versus down roughly 3% in the first quarter 2015. We believe that investors looked to other industry segments with better near term fundamentals and shield away from highly leveraged companies. For the industry, there appears to be very little to get really excited about unless there is an upturn in the general economy and thus advertising. We find some exceptions to this, particularly in the shares of Townsquare and Salem Media. Townsquare has growing live events and direct services businesses that add luster to its fundamentals. Salem, on the other hand, has a compelling benefit from Political elections as the leading conservative, Christian focused company. We encourage investors not to write this sector off. When it comes back, it has a lot of opportunity to out-perform most media sectors.

PUBLISHING

The publishing stocks were the worst performing sector, down 26% versus the general market as measured by the S&P 500, up a modest 0.2%. In our view, some investors sold off newspaper holdings from recent spin-offs. But, some investors appear to be bracing for a difficult second quarter, which is likely to reflect weak retail print advertising. We believe that retail advertisers have been experimenting from time to time with various media alternatives given print circulation declines. However, there are very few forms of advertising that is as engaging as print total market coverage products. As such, some of the retail advertising tends to cycle back. Given the significant drop in publisher’s valuations, we believe that the stocks appear to be washed out.

DIGITAL

The media technology stocks underperformed the S&P 500 in the first half of the year, down 8.7% versus a gain of 0.2%, respectively. Importantly, not all media technology stocks suffered similarly in the quarter. SeaChange, for instance, increased 9% in the comparable time frame. The company was able to beat expectations for the first time in at least seven quarters. Management has recently revised its fiscal full year 2016 guidance to reflect what it knows now, not what it may achieve.

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 2 MEDIA BRIEFS

TELEVISION PUBLISHING

6/30/15 TEGNA invests in The Video Call Center, LLC 6/29/15 Completes Company Split to Move Forward TEGNA Inc., formerly Gannett Co., Inc., announced it has invested as the Nation’s Largest Local-to-National Media Company in The Video Call Center, LLC, a video technology and content Gannett Co., Inc. has completed a spin-off transaction, creating company. The technology will be used by TEGNA Media, the largest two publicly traded companies. The new Gannett, the largest and independent station group of major network affiliates in the top most diversified publishing company with a portfolio of 92 domestic 25 markets, reaching approximately one-third of all television media markets, , a leading UK regional news publisher and households nationwide. flagship national brand USA TODAY, is led by chief executive officer Robert Dickey, former president of the Gannett U.S. Community 6/29/15 Sinclair Broadcast Group Joint Venture with Publishing Division. former Walt Disney CEO Michael Eisner The deal allows for the development of talk shows, game shows, court shows and comedy 6/08/15 McClatchy Reduces Debt $41.3 Million The McClatchy programs. Company announced that it had repurchased $41.3 million in aggregate principal amount of its 5.75% notes due 2017 at par plus 6/28/15 Airwaves Auction Tom Wheeler, chairman of the FCC, accrued and unpaid interest in a privately negotiated transaction. said “There will be an incentive auction in the first quarter of 2016.” The earlier the auction the earlier broadcasters can monetize their 5/21/15 Tribune Publishing Company Completes Acquisition spectrum holdings more quickly. of The San Diego Union-Tribune for $85 Million Tribune Publishing Company announced that it completed the acquisition of MLIM, LLC, owner of The San Diego Union-Tribune, as well as nine community RADIO weeklies and related digital properties in San Diego County.

6/23/15 Jelli Raises $21M for Its “AdWords for Audio” Platform Jelli, an ad platform for radio broadcasters to digitize how they DIGITAL fill space on their airwaves, raised funds to grow its business as it prepares to expand to other kinds of audio services. Investors 5/26/15 TiVo Acquires Cubiware to Increase International included iHeart Media and UMG. Distribution TiVo Inc., a leader in the advanced television entertainment market, has acquired Cubiware, an innovative provider 6/23/15 HD Radio Patent Case Dismissed A federal judge of cost-effective software solutions for emerging market Pay-TV in Delaware has dismissed the long-running HD Radio patent operators. Cubiware will expand TiVo’s international presence in 25 infringement suit against 14 radio ownership groups after countries and positions TiVo to offer a broader array of compelling, an apparent settlement. A related suit brought by HD Radio cost effective solutions for Pay-TV operators across the world. developer iBiquity Digital Corp. also was dismissed, suggesting a comprehensive but undisclosed resolution to this patent dispute. 5/13/15 Rovi Activist Engaged Wins Two Board Seats, Ousts Chairman Engaged Capital, the activist investor with about 0.6 4/01/15 Townsquare Media Announces Successful Completion percent of the stock, criticized Rovi’s performance, strategy, costs, of Refinancing Townsquare Media, Inc. has closed on an offering of capital allocation, compensation and governance. $300 million in aggregate principal amount of its 6.5% senior notes due 2023. The company also has entered into a new $325 million 4/22/15 ARRIS to Acquire Pace plc for $2.1 Billion in Stock and senior secured credit facility, including a new seven-year, $275 million Cash ARRIS Group, Inc., a global innovator in broadband media term loan facility and a new five-year, $50 million revolving credit technology, and Pace plc. have agreed that ARRIS will acquire Pace facility. for aggregate stock and cash consideration of US$2.1 billion (£1.4 billion). The acquisition is expected to be accretive.

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 3 INDUSTRY ACTIVITY

EQUITY PUBLIC OFFERINGS

SHARES OFFERING CURRENT OFFERING DATE ISSUER TICKER AMOUNT ($M) OFFERED PRICE PRICE TYPE

06/10/2015 CommScope Holding Company, Inc. COMM $ 615.20 20,000,000 $ 30.76 $ 30.51 Secondary

05/07/2015 Hemisphere Media Group, Inc. HMTV $ 38.35 3,195,583 $ 12.00 $ 11.90 Secondary

04/22/2015 Tribune Media Company TRCO $ 517.44 9,240,073 $ 56.00 $ 53.39 Secondary

04/08/2015 Lions Gate Entertainment Corp. LGF $ 320.00 10,000,000 $ 32.00 $ 37.05 Secondary

03/31/2015 Media General, Inc. MEG $ 108.80 6,800,000 $ 16.00 $ 16.52 Secondary

03/25/2015 Gray Television, Inc. GTN $ 156.00 12,000,000 $ 13.00 $ 15.68 Primary

02/12/2015 Global Eagle Entertainment Inc. ENT $ 43.73 3,300,000 $ 13.25 $ 13.02 Secondary

01/14/2015 New Media Investment Group Inc. NEWM $ 151.90 6,895,600 $ 21.70 $ 17.93 Primary

M&A ACTIVITY

TRANSACTION DATE ACQUIRING COMPANY TARGET COMPANY (S) VALUE ($M)

06/15/2015 New Media Investment Group Inc. (NYSE:NEWM) and Related Assets $ 47.0

06/03/2015 Liberty Global plc (NasdaqGS:LBTY.A); Searchlight Capital Puerto Rico Cable Acquisition Company, Inc. $ 272.5 Partners

05/29/2015 Houghton Mifflin Harcourt Publishing Company Tom Snyder Productions, Inc. and International $ 575.0 Center for Leadership in Education, Inc.

05/26/2015 TiVo Inc. Cubiware Sp. $ 48.0

05/21/2015 Tribune Publishing Company, LLC The San Diego Union-Tribune, LLC $ 85.0

04/22/2015 ARRIS Group, Inc. Pace plc $ 2,289.8

03/23/2015 Exl Service.com, LLC RPM Data Solutions, LLC and RPM Direct LLC $ 74.2

03/18/2015 New Media Investment Group Inc. Stephens Media LLC $ 102.5

02/17/2015 Twenty-First Century Fox, Inc. True[X] Media, Inc. $ 200.0

01/10/2015 New Media Investment Group Inc. , LLC $ 280.0

01/07/2015 Entertainment One Ltd. The Mark Gordon Company, Inc. $ 132.6

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 4 UPCOMING EVENTS

LOCATION DATE EXHIBITION

Atlanta, GA 9/30/15 - 10/02/15 NAB Radio Show Radio and advertising show. The NAB Radio Show will showcase a robust exhibit floor with products and services and will feature various breakout sessions

Hollywood, FL 10/12 - 10/15/15 SHOWEAST Motion Picture Industry Exhibition. ShowEast is the only major convention and trade show for the cinema exhibition and distribution community on the East Coast

New York, NY 10/29 - 11/01/15 AES Convention International Audio Congress and Trade Fair

Cape Town, South Africa 11/17 - 11/19/15 TV Connect Africa Trade Show for the Broadcast Industry in Sub-Saharan Africa. AfricaCast will continue to bring together the growing number of Sub-Saharan Africa’s major broadcasters, content owners, cable companies and pay TV providers

Cairo, Egypt 12/13-12/16/15 Cairo ICT International Telecommunications, IT, Networking, Satellite and Broadcasting Technology Trade Fair of the Arab World

Sandpiper Bay, FL January 2016 NOBLE FINANCIAL Annual Investor Conference The Conference features more than 140 public company executive teams and institutional investors from all across North America. Companies in attendance are from the media, healthcare, technology, defense, and entertainment sectors.

Las Vegas, NV April 2016 NAB Media Finance and Investor Conference The Business of the Media Business. Produced in partnership with NOBLE FINANCIAL capital markets, this program features discussions at the corporate CEO, CFO, and investor relations level around technology investments, economic outlook panel discussions around ad growth and other topics, as well as individual company briefings by publicly-held media companies.

Source: Capital IQ & www.eventseye.com

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 5 TV-SEGMENT ANALYSIS

E.W. ENTRAVISION NEXSTAR MEDIA SINCLAIR GRAY TV COMPANIES SCRIPPS COMM. BCASTING TEGNA GENERAL BCSTING INC. AVG.

Ticker SSP EVC NXST TGNA MEG SBGI GTN

NOBLE Coverage Yes Yes Yes Yes No No No

Stock Price

52 week high $28.70 $8.65 $60.21 $33.40 $23.75 $36.13 $16.67

52 week low 15.22 3.84 36.41 11.86 12.45 23.88 7.16

June 30, 2015 22.85 8.23 56.00 32.07 16.52 27.91 15.68

Revenue 2014A $869 $242 $631 $6,008 $675 $1,977 $508

2015E 769 240 874 3,328 1,332 2,177 568

2016E 996 260 1,008 3,747 1,609 2,491 688

14-'15 Growth nmf (0.9%) 38.5% nmf 97.3% 10.2% 11.8%

15-'16 Growth 29.4% 8.3% 15.3% 12.6% 20.8% 14.4% 21.1%

EBITDA 2014A $100 $79 $235 $1,420 $235 $695 $203

2015E 94 70 297 1,191 381 707 179

2016E 290 87 379 1,406 559 884 282

14-'15 Growth nmf (11.4%) 26.5% nmf 62.6% 1.6% (12.0%)

15-'16 Growth 207.6% 23.2% 27.8% 18.1% 46.5% 25.1% 57.8%

Diluted Shares 84.2 90.9 32.0 231.9 91.1 97.8 58.4

Equity Market Value $1,924.0 $748.5 $1,792.2 $7,437.3 $1,504.2 $2,730.1 $915.1

Plus: LT Debt (current) 409.0 348.4 1,561.2 4,367.3 2,395.4 3,969.9 1,236.2

Less: Cash & Other Assets (123.0) (49.9) (44.6) (135.7) (58.3) (57.8) (224.6) (current)

Enterprise Value (EV) $2,210.0 $1,047.0 $3,308.8 $11,668.8 $3,841.3 $6,642.1 $1,926.7

EV / EBITDA

52 week high 28.6 15.4 11.6 10.1 11.8 10.5 11.1

52 week low 16.6 9.2 9.0 5.9 9.1 8.8 8.0

Current Fiscal 2015E 23.4X 14.9X 11.1X 9.8X 10.1X 9.4X 10.8X 12.8X

Current Fiscal 2016E 7.6X 12.1X 8.7X 8.3X 6.9X 7.5X 6.8X 8.3X

Curr. Net Debt / 2015E EBITDA 3.0X 4.2X 5.1X 3.6X 6.1X 5.5X 5.7X 4.8X

Curr. Net Debt / 2016E EBITDA 1.0X 3.4X 4.0X 3.0X 4.2X 4.4X 3.6X 3.4X

(1) All dollars in millions except for per share data. Source: Company reports, Capital IQ and NOBLE estimates

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 6 TV-SEGMENT ANALYSIS

LTM EBITDA MARGIN LTM REVENUE GROWTH

40% 48% 40% 30% 32% 24% 20% 16% 10% 8% 0% 0% -8% Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 10 11 11 12 12 13 13 14 14 15 10 11 11 12 12 13 13 14 14 15

NET DEBT / LTM EBITDA EV / LTM EBITDA

10.0X 20.0X

8.0X 15.0X 6.0X 10.0X 4.0X 5.0X 2.0X

0.0X 0.0X Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 10 11 11 12 12 13 13 14 14 15 10 11 11 12 12 13 13 14 14 15

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 7 RADIO-SEGMENT ANALYSIS

CUMULUS ENTERCOM ENTRAVISION SALEM BEASLEY SAGA EMMIS TOWNSQUARE COMPANIES MEDIA COMM. COMM. COMM. BDCST COMM. COMM. MEDIA AVG.

Ticker CMLS ETM EVC SALM BBGI SGA EMMS TSQ

NOBLE Coverage Yes Yes Yes Yes No No No Yes

Stock Price

52 week high $ 6.59 $ 13.33 $ 8.65 $ 11.00 $ 7.31 $ 45.61 $ 2.98 $ 14.35

52 week low 1.90 7.86 3.84 4.38 4.23 33.58 0.99 10.08

June 30, 2015 2.03 11.42 8.23 6.33 4.63 37.85 1.00 13.58

Revenue 2014A $1,263 $380 $242 $267 $59 $134 $205 $374

2015E 1,191 381 240 265 59 133 204 401

2016E 1,233 388 260 276 60 136 215 421

14-'15 Growth (5.7%) 0.2% (0.9%) (0.7%) 0.5% (0.7%) (0.6%) 7.3%

15-'16 Growth 3.5% 1.9% 8.3% 4.1% 1.7% 2.3% 5.4% 4.9%

EBITDA 2014A $324 $99 $79 $49 $9 $33 $30 $98

2015E 291 94 70 48 9 33 30 97

2016E 320 101 87 54 10 34 32 104

14-'15 Growth (10.3%) (5.3%) (11.4%) (1.0%) 0.5% (0.7%) (0.6%) (1.6%)

15-'16 Growth 10.0% 7.2% 23.2% 11.8% 1.7% 2.3% 5.4% 7.8%

Diluted Shares 229.0 38.7 90.9 25.9 22.9 5.8 46.0 28.1

Equity Market Value $464.8 $441.5 $748.5 $164.1 $106.2 $217.8 $46.0 $381.6

Plus: LT Debt (current) 2,486.2 510.5 348.4 275.8 99.1 36.1 267.8 540.2

Less: Cash & Other Assets (current) (22.8) (46.6) (49.9) (0.2) (12.3) (24.5) (3.7) (38.2)

Enterprise Value (EV) $2,928.2 $ 905.5 $1,047.0 $ 439.7 $ 193.0 $ 229.3 $ 310.2 $ 883.6

EV / EBITDA

52 week high 13.7 10.4 15.4 11.7 26.8 8.3 13.3 9.4

52 week low 10.0 8.2 9.2 8.1 19.4 6.2 10.3 8.1

Current Fiscal 2015E 10.1X 9.6X 14.9X 9.2X 20.4X 6.9X 10.3X 9.2X 10.0X

Current Fiscal 2016E 9.2X 9.0X 12.1X 8.2X 20.0X 6.8X 9.8X 8.5X 9.1X

Curr. Net Debt / 2015E EBITDA 8.5X 4.9X 4.2X 5.7X 9.2X 0.3X 8.8X 5.2X 5.4X

Curr. Net Debt / 2016E EBITDA 7.7X 4.6X 3.4X 5.1X 9.0X 0.3X 8.3X 4.8X 4.9X

(1) All figures in millions except for per share data. Note: Avg. excludes Beasley Broadcasting Source: Company reports, Capital IQ and NOBLE estimates

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 8 RADIO-SEGMENT ANALYSIS

LTM EBITDA MARGIN LTM REVENUE GROWTH

30% 20% 15% 25% 10% 5% 20% 0% -5% 15% -10% Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 10 11 11 12 12 13 13 14 14 15 10 11 11 12 12 13 13 14 14 15

NET DEBT / LTM EBITDA EV / LTM EBITDA

15.0X 14.0X

12.0X 10.0X 10.0X 5.0X 8.0X

0.0X 6.0X Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 10 11 11 12 12 13 13 14 14 15 10 11 11 12 12 13 13 14 14 15

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 9 PUBLISHING-SEGMENT ANALYSIS

MCCLATCHY LEE JOURNAL TRIBUNE NEW YORK COMPANIES A.H. BELO COMPANY ENTERPRISES MEDIA GROUP PUBLISHING TIMES AVG.

Ticker AHC MNI LEE JMG TPUB NYT

NOBLE Coverage No No No No No No

Stock Price

52 week high $ 13.34 $ 5.76 $ 4.72 $ 10.79 $ 25.20 $ 15.60

52 week low 5.40 1.02 2.74 7.60 14.51 11.22

June 30, 2015 5.60 1.08 3.33 8.29 15.54 13.65

Revenue 2014A $273 $1,147 $657 $370 $1,708 $1,589

2015E 270 1,093 650 497 1,702 1,577

2016E 271 1,062 640 480 1,763 1,572

'14-'15 Growth (1.0%) (4.7%) (1.0%) 34.1% (0.4%) (0.7%)

'15-'16 Growth 0.5% (2.9%) (1.5%) (3.3%) 3.6% (0.3%)

EBITDA 2014A $6 $202 $155 ($7) $125 $220

2015E 14 186 153 44 167 251

2016E 17 181 151 51 176 250

‘14-’15 Growth 117.9% (8.0%) (1.0%) nmf 34.0% 14.3%

'15-'16 Growth 22.5% (2.9%) (1.5%) 15.8% 5.5% (0.5%)

Diluted Shares 22.0 88.4 53.7 25.0 25.5 161.3

Equity Market Value $123.2 $95.4 $178.9 $207.3 $396.9 $2,202.1

Plus: LT Debt (current) 0.0 1,029.8 791.7 0.0 361.2 427.7

Less: Cash & Other Assets (81.4) (73.5) (11.4) (10.0) (40.2) (664.5) (current)

Enterprise Value (EV) $ 41.8 $1,051.7 $ 959.2 $ 197.3 $ 717.9 $1,965.2

EV / EBITDA

52 week high 15.4 7.9 6.7 5.9 5.8 9.1

52 week low 2.7 5.6 6.0 4.1 4.1 6.3

Current Fiscal 2015E 3.0X 5.7X 6.3X 4.5X 4.3X 7.8X 5.3X

Current Fiscal 2016E 2.5X 5.8X 6.4X 3.9X 4.1X 7.9X 5.1X

Curr. Net Debt / 2015E EBITDA 0.0X 5.1X 5.1X 0.0X 1.9X 0.0X 2.0X

Curr. Net Debt / 2016E EBITDA 0.0X 5.3X 5.2X 0.0X 1.8X 0.0X 2.0X

(1) All dollars in millions except for per share data. Source: Company reports, Capital IQ and NOBLE estimates

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 10 PUBLISHING-SEGMENT ANALYSIS

LTM EBITDA MARGIN LTM REVENUE GROWTH

18% 0% -2% 16% -4% -6% 14% -8% -10% 12% Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 -12% 10 11 11 12 12 13 13 14 14 15 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 10 11 11 12 12 13 13 14 14 15

NET DEBT / LTM EBITDA EV / LTM EBITDA

9.0x 6.0x 7.5x 6.0x 4.0x 4.5x 3.0x 2.0x 1.5x 0.0x 0.0x Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 10 11 11 12 12 13 13 14 14 15 10 11 11 12 12 13 13 14 14 15

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 11 DIGITAL MEDIA & TECHNOLOGY SEGMENT ANALYSIS

SEACHANGE CONCURRENT HARMONIC COMPANIES CORP. CORP. ROVI INC. TIVO GROUP ARRIS INC. INC. SYNACOR AVG.

Ticker SEAC CCUR ROVI TIVO ARRS HLIT SYNC

NOBLE Coverage Yes No No No No No No

Stock Price

52 week high $ 8.55 $ 8.10 $ 26.44 $ 14.29 $ 37.50 $ 7.98 $2.83

52 week low 5.30 5.69 15.57 10.08 23.71 5.61 $1.52

June 30, 2015 7.01 6.20 15.95 10.14 30.60 6.83 $1.61

Revenue 2014A $146 $71 $542 $406 $5,323 $434 $107

2015E 116 73 547 350 5,277 433 100

2016E 123 77 635 386 5,629 459 100

'14-'15 Growth (20.8%) 2.6% 0.9% (13.9%) (0.9%) (0.2%) (5.8%)

'15-'16 Growth 5.6% 5.5% 16.0% 10.4% 6.7% 6.0% -0.8%

EBITDA 2014A $8 $8 $186 $38 $695 $18 ($1)

2015E 17 8 217 108 739 44 3

2016E 19 8 299 124 902 50 4

‘14-’15 Growth 105.4% 2.6% 16.4% 181.2% 6.4% 138.0% (344.8%)

'15-'16 Growth 11.7% 5.5% 38.1% 14.7% 22.0% 13.0% 18.8%

Diluted Shares 32.7 9.1 91.7 138.8 148.3 92.5 27.4

Equity Market Value $229.4 $56.3 $1,461.9 $1,407.4 $4,537.4 $631.8 $44.1

Plus: LT Debt (current) 0.0 0.0 1,127.6 354.1 1,596.0 0.0 2.8

Less: Cash & Other Assets (73.0) (26.8) (217.0) (145.9) (499.5) (79.7) (26.8) (current)

Enterprise Value (EV) $ 156.4 $ 29.5 $2,372.5 $1,615.7 $5,633.9 $ 552.2 $ 20.1

EV / EBITDA

52 week high 12.2 6.0 15.4 20.3 9.0 15.0 15.9

52 week low 5.9 3.2 10.8 14.9 6.2 10.0 5.2

Current Fiscal 2015E 9.2X 3.8X 11.0X 15.0X 7.6X 12.5X 6.0X 9.3X

Current Fiscal 2016E 8.3X 3.6X 7.9X 13.0X 6.2X 11.1X 5.0X 7.9X

Curr. Net Debt / 2015E EBITDA nmf nmf 4.2X 1.9X 1.5X nmf nmf 2.5X

Curr. Net Debt / 2016E EBITDA nmf nmf 3.0X 1.7X 1.2X nmf nmf 2.0X

(1) All dollars in millions except for per share data. Source: Company reports, Capital IQ and NOBLE estimates

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 12 DIGITAL MEDIA & TECHNOLOGY SEGMENT ANALYSIS

LTM EBITDA MARGIN LTM REVENUE GROWTH

20% 40% 18% 30% 16% 14% 20% 12% 10% 10% 8% 0% Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 Q3 Q1 10 11 11 12 12 13 13 14 14 15 10 10 11 11 12 12 13 13 14 14

NET DEBT / LTM EBITDA EV / LTM EBITDA

8.0x 30.0x

6.0x 25.0x 20.0x 4.0x 15.0x 2.0x 10.0x 0.0x Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 5.0x 10 10 11 11 12 12 13 13 14 14 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 10 10 11 11 12 12 13 13 14 14

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 13 NOBLE FINANCIAL CAPITAL MARKETS

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It starts with research With a fundamental belief that information INVESTMENT BANKING COMMITMENT guides the management process, NOBLE understands that there ■ Proven track record. is no short-path to success. With this as a solid foundation, apply ■ Senior level attention to every client and transaction experience and execution delivered by people with passion. This is ■ Ability to deliver complete “mind share” of NOBLE on all our formula to add value to your creation. transactions.

Research + Experience & Execution + People with Passion = Value

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 14 NOBLE FINANCIAL CAPITAL MARKETS

Our investment banking team, together with our well-recognized equity research analysts and the equity capital markets group, provide our clients with fundamental capital markets advisory and support - prior, during and most importantly, after a transaction. NOBLE ‘s investment banking team works closely with the management and Board of our corporate clients in order to fully understand operational and financial objectives. With this knowledge our banking team will develop an efficient and effective advisory program which offers a variety of services including:

EQUITY CAPITAL MARKETS DEBT CAPITAL MARKETS ADVISORY SERVICES

■ Secondary and Follow-on Offerings ■ Senior Debt ■ Merger & Acquisitions ■ Registered Direct Offerings ■ Mezzanine ■ Fairness Opinions ■ Initial Public Offerings ■ Convertible Debt ■ Valuation Services ■ At the market Offerings (ATM’s) ■ Bridge Financings ■ PIPEs/Private Sale Offerings

MEDIA TRANSACTIONS

(SALM) (CMLS) (SSP)

Valuation of Shares Held ASC 350 Analysis by Cumulus Media ASC 350 Analysis ASC 350 Analysis

March 2015 March 2015 March 2015 March 2015

(SSP) (CMLS) (EVC) (CMLS) $94,300,000 $425,300,000

Common Stock Follow-on Offering Senior Debt Refinancing Purchase Price Allocation Repurchase Program Co-Manager Co-Financial Advisor Financial Advisor

March 2014 October 2013 May 2013 February 2013

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 15 VALUATION SERVICES

NOBLE’s Valuation and Advisory Services team specializes in providing business and intangible asset valuations, fairness opinions, financial and strategic analysis, and transaction support services covering a broad spectrum of industries and situations from early stage, middle market and Fortune 500 companies and capital market constituents. NOBLE’s team is made up of professionals with numerous accreditations and bring excellence in accounting, taxation, and financial due diligence to provide companies with valuation advice for a multitude of purposes.

Valuation – NOBLE’s professionals have significant experience in the valuation of privately owned and public businesses across a wide range of industries. We perform an extensive analysis of the business as well as evaluate industry trends and various other factors in order to inform our clients as to the likely range of value they can expect. Our services are characterized by intellectual and analytical rigor and our conclusions are backed by thorough documentation.

Chief Accounting Officers, Corporate Controllers, CFOs, and Corporate Boards rely on NOBLE’s experienced valuation professionals to produce sophisticated, supportable, and timely valuations to assist in complying with financial reporting requirements, including:

■ Purchase price allocation and fresh start accounting ■ Goodwill and long-lived asset impairment testing ■ Tangible asset valuation ■ Fair Value measurement of financial assets & liabilities

Opinions - Whether our clients are looking to fulfill their fiduciary duties, mitigate risk or determine corporate value, we are there throughout the transaction process to offer objective advice based on rigorous analysis. We work on behalf of boards of directors, investors, trustees and other corporate leaders to advise and provide opinions on a wide range of transactions.

We have advised Corporate Boards, special transaction committees, independent trustees, management and other fiduciaries of middle- market public and private companies on the financial aspects of a transaction. Our independent advice withstands scrutiny from shareholders, bondholders, the SEC, IRS, or counterparties to a transaction.

MERCHANT BANKING

Our Principal Investment focus is primarily on private and small-cap public ($10mill to $50mill market caps) companies in industries within NOBLE’s research verticals. Investments are made directly by NOBLE and its affiliates and may also involve syndicate participants. We work to identify those companies with game-changing or superior products and technologies that have management teams with proven track-records of success. NOBLE structures investments to meet a company’s capital needs whether its growth capital, liquidity or debt repayment. Capital commitment ranges from $200k to $2million principal and $2million above with syndicate.

The scope of our Merchant Banking activities includes:

■ Targeting domestic companies within our areas of focus and expertise ■ Analyzing a company’s opportunities and assessing its risks within their respective industry ■ Structuring, negotiating and executing the transaction ■ Work in assessing the appropriate time and manner in which to harvest the investment

NOBLE’s Merchant Banking Team works continuously with our portfolio companies to assist the management team and Board of Directors to create value and grow their businesses to facilitate long-term shareholder value. Through our extensive sector research coverage, institutional investor non-deal road shows, equity conferences and market making, we blend a powerful mix of capital markets acumen to procure success.

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 16 INVESTMENT BANKING TEAM

Richard Giles, Managing Director (Boston) Bob Campbell, Managing Director (Los Angeles) [email protected] - 617.692.9346 [email protected] - 213.233.1544

■ Joined NOBLE in 2010 as Head of the Technology, Media & ■ 20 years of investment banking experience Telecommunications Investment Banking Group. ■ Executed M&A and capital raising transactions totaling over ■ 25 years of investment banking experience. $3 billion dollars in value. ■ Executed more than 100 M&A and capital raising transactions ■ Former Managing Director in the Investment Banking totaling $10+ billion. Department of B. Riley & Co., L.H. Friend, Weinress, Frankson ■ Former head of Stifel Nicolaus’ Technology Group. & Presson and Seidler Companies. ■ Former head of A.G. Edwards’ Emerging Growth. Group and ■ Has served as audit committee chair on publicly traded and member of Investment Committee for A.G. Edwards Capital. private companies. ■ A.B., Harvard College; M.B.A., Harvard Business School. ■ B.S., Loyola Marymount University; M.B.A., UCLA Anderson School

Tom Grimstad, Managing Director (Los Angeles) John H. Grimstad, Vice President (Boca Raton) [email protected] - 949.887.7737 [email protected] - 561.997.7028

■ Over 10 years of capital market experience ■ Over 9 years of combined investment banking and corporate ■ Held a number of roles at Lehman Brothers, Roth Capital, law experience Merriman, Raymond James, C.K. Cooper and Drexel Hamilton ■ Investment banking and equity analyst positions at Raymond ■ MBA, Vanderbilt University’s Owen Graduate School of James & Associates and Piper Jaffray & Co. Management; B.S. University of Southern California ■ Extensive experience providing capital raising and merger and acquisition advisory services ■ B.S. Northwestern University; M.B.A., Wisconsin School of Business; J.D. LSU Law School

Stevan Grubic, Director- Valuation Services Francisco Penafiel, Vice President (Boca Raton) [email protected] - 323.578.4936 [email protected] - 561.994.5740

■ 15 years of middle-market investment banking experience ■ Executed M&A and capital raising transactions totaling over ■ Expertise in valuations, including business valuations, fairness $1 billion dollars in value. opinions, litigation, and valuations for financial and tax ■ 7 years of sell side equity research experience, covering reporting purposes (ASC805, ASC350, 123R, 409A). enterprise & infrastructure software, business services, ■ Accredited Senior Appraiser with the American Society of media, communications, and banks. Appraisers (ASA) and has completed over 100 valuation ■ 6 years of portfolio managing experience. engagements representing well over $1.0 billion in asset ■ Manage the business development efforts in LATAM for values. NOBLE. ■ Prior experience includes Orion Valuation Group, ■ Engineering, IT & Statistics, Escuela Superior Politecnica Singer Lewak, B. Riley & Co., L.H. Friend Weinress, (Guayaquil, Ecuador); M.S. Economics, Florida Atlantic Frankson & Presson and North American Capital Partners. University.

VOLUME 2, ISSUE 3 | JULY 2015 MEDIA SECTOR REVIEW | 17 RESEARCH - MEDIA & ENTERTAINMENT

Michael Kupinski, Juan P. Bejarano, Director of Research Associate Research Analyst [email protected] - 561.994.5734 [email protected] - 561.994.5731

SALES & TRADING

Dennie Ceelen Managing Director, Dan Pollitt Managing Director, Head of Institutional Equity Sales Head of Institutional Equity Trading [email protected] - 561.994.5724 [email protected] - 561.998.5483

NOBLE FINANCIAL CAPITAL MARKETS

951 Yamato Road, Suite 210 Boca Raton, FL 33431 Phone: 561-994-1191 Fax: 561-994-5741 www.nobleresearch.com

DISCLAIMER

All statements or opinions contained herein that include in this report, nor shall there be any sale of the security individual circumstances. If a recipient was referred the words “we”, “us”, or “our” are solely the responsibility herein in any state or domicile in which said offer, to a NOBLE FINANCIAL Company by an investment of NOBLE FINANCIAL and do not necessarily reflect solicitation or sale would be unlawful prior to registration advisor, that advisor may receive a benefit in respect statements or opinions expressed by any person or party or qualification under the securities laws of any such of transactions effected on the recipients behalf, affiliated with companies mentioned in this report. Any state or domicile. This publication and all information, details of which will be available on request in regard to opinions expressed herein are subject to change without comments, statements or opinions contained or a transaction that involves a personalized securities notice. All information provided herein is based on public expressed herein are applicable only as of the date of this recommendation. This report may not be reproduced, and non-public information believed to be accurate and publication and subject to change without prior notice. distributed or published for any purpose unless reliable, but is not necessarily complete and cannot be Past performance is not indicative of future results. authorized by NOBLE FINANCIAL. guaranteed. No judgment is hereby expressed or should be implied as to the suitability of any security described WARNING U.S. CLIENTS herein for any specific investor or any specific investment This report is intended to provide general securities For purposes of distribution in the , this portfolio. The decision to undertake any investment advice, and does not purport to make any report is prepared for persons who can be defined as regarding the security mentioned herein should be made recommendation that any securities transaction is “Institutional Investors” under U.S. regulations. Any by each reader of this publication based on their own appropriate for any recipient particular investment U.S. person receiving this report and wishing to effect appraisal of the implications and risks of such decision. objectives, financial situation or particular needs. Prior a transaction in any security discussed herein, must do This publication is intended for information purposes to making any investment decision, recipients should so through a U.S. registered broker or dealer. NOBLE only and shall not constitute an offer to buy/sell or the assess, or seek advice from their advisors, on whether International Investments, Inc. is a U.S. registered broker solicitation of an offer to buy/sell any security mentioned any relevant part of this report is appropriate to their dealer.

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