Newsletter Media Sector Review October 2015

MEDIA SECTOR REVIEW

LOOKING IN THE INSIDE THIS ISSUE

REARVIEW MIRROR Media Outlook 2 Media Briefs 3 In our last newsletter, we alerted investors that the media industry faced a tough second quarter, with weak national advertising. Notably, media stocks outperformed the general Industry activity 4 market in that quarter despite this forecast. Now it seems, the tables turned in the third quarter, with most media stocks underperforming the market (down 21.3% versus the market down 8.6%). This selloff is intriguing because the fundamentals of the advertising Segment Analysis driven media companies appear to be improving (excluding the tough political advertising TV 6 comp in both television and radio in the third and fourth quarters.) In our view, investors appear to be concerned about a possible domestic economic slowdown and the prospect Radio 8 for a future cooling of the hyper M&A environment. At this point, we believe the sell-off Publishing 10 is overdone, creating the opportunity to build or establish positions in our favored media names. Don’t look at the second quarter in the rearview mirror, but toward the improving Digital Media & Technology 12 fundamental outlook, spurred by the political advertising cycle, and in television from the NOBLE Overview 14 benefit of spectrum auctions in 2016.

STOCK MARKET PERFORMANCE

10% 5% 0% -5% -10%

-15% NOBLE Digital -20% Media & Technology -25% NOBLE Publishing NOBLE Radio -30% NOBLE TV -35% S&P 500 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 1 0 0 1 0 1 0 1 0 1 0 1 0 1 0 1 0 1 0 1 0 1 0 1 01 5 0 1 0 1 0 1 0 1 0 1 0 1 0 1 0 1 2 20 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 ------9 6 0-20 1 4-20 1 6-20 1 0-20 1 2-20 1 4-20 1 8-20 1 0-20 1 8-20 1 1-20 1 5 2 0 1 1 1 2 2 2 2 3 0 0 0 3 0 5 0 7 1 1 3 1 7 1 9 2 1 2 5 2 7 3 1 2 0 2 0 4 0 9 1 1 5 1 7 2 1 2 3 ------l n u u l u l u l u l u l u l u l u l u l u l u u g u g u g u g u g u g u g u g u g u g u g e p e p e p e p e p e p e p e p ep - J J J J J J J J J J J J A A A A A A A A A A A S S S S S S S S S

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

VOLUME 2, ISSUE 4 | OCTOBER 2015 MEDIA SECTOR REVIEW | 1 MEDIA OUTLOOK

TELEVISION

The air came out of the balloon on television stock valuations, likely started by the concern over ESPN’s weak subscriber count and the prospect of cord cutting. Subsequently, a number of Wall Street firms downgraded the broadly defined television sector, without highlighting the difference between cable networks and the broadcast networks. The subsequent sell-off in the television broadcast industry was much like “throwing the baby out with the bath water.” We find this issue somewhat laughable as it relates to the local broadcast television industry, which appears to have a large runway before retransmission fee rates or revenue run into a road block. We believe that investors will gain some footing to get back into television stocks given a favorable advertising environment through 2016 and the windfall prospects from spectrum auctions next year. Near current levels, the stocks appear to reflect the next recession, in our view, which does not appear to be on the intermediate term horizon. We look for a strong stock performance for the balance of the year.

RADIO

Radio stocks were battered by investor concerns of a slowing U.S. economy, fueled by the economic woes in China. The principal focus of investor wrath was on the more leveraged companies in the group, namely Cumulus Media. The CMLS shares dropped from $2.02 on July 1, 2015 to a low of $0.68 on September 29, 2015. Cumulus Media has a lot riding on the economy, with debt leverage currently at 8.9 times our estimated 2016 cash flow. Not surprisingly, the company recently made a number of management changes to address the choking debt levels. We believe that there is not a near term liquidity issue at the company and that the shares represent an option value that the company will be able to sell assets and use its free cash flow to pare down debt. Notably, the company does not need to refinance its debt for another two years. For investors that cannot stomach that level of risk, there are safer alternatives in the group that are recommended.

PUBLISHING

Much like the leveraged radio plays, the leveraged Publishing stocks took a drastic tumble, down 28% in the quarter, versus an 8.6% decline for the general market. We believe that investors drew a conclusion that the industry would not fare well in a possible economic slowdown, reminiscent of the past economic cycle. We believe that betting that an economic downturn is around the corner is a little premature. Furthermore, we believe that the industry is moving toward other revenue streams beyond print advertising that could offer some buffer in a downturn. While our current favorite in the industry, McClatchy is highly leveraged, it does have a hidden asset that it could sell should the fundamental prospects not improve. The company still owns a 15% stake in valuable CareerBuilder. As such, investors are encouraged to take note of recent weakness in the shares.

DIGITAL

The pace of the sell-off in Digital Media stocks accelerated in the third quarter, with the stocks down nearly 26.4% year-to-date versus a decline of 8.7% year-to-date in the second quarter 2015. We believe that the sell-off was related to fears of a slowdown in the global economy, fueled by the weakness in China. Although, on average, revenue contributions from Europe account for roughly 34% and Asia Pacific a modest 4% for our closely followed companies, there does not appear to be a slowdown to be of great concern. We view the very near term outlook as a hiccup in what is expected to be a long period of investment in new Digital Media technology, with the likelihood of above average M&A activity. As an example, Ericsson, on September 9, 2015, acquired Envivio (ENVI: Not Rated) for $125 million in cash, or roughly 3 times revenue. The purchase price supports the valuations of our current recommendations.

VOLUME 2, ISSUE 4 | OCTOBER 2015 MEDIA SECTOR REVIEW | 2 MEDIA BRIEFS

TELEVISION PUBLISHING

9/28/15 Comcast acquires majority stake in Universal Studios 10/07/15 Gannett to Acquire Journal Media Group for $12.00 Japan for $1.5 billion per share Lee Gannett Co., Inc. (“Gannett”) and Journal Media Comcast NBC Universal has agreed to purchase 51 per cent Group, Inc. (“JMG”) entered into a definitive merger agreement under ownership of Universal Studios Japan in a recapitalization which Gannett will acquire all of the outstanding common stock of transaction, partnering with the current owners including Goldman Journal Media Group for approximately $280 million, net of acquired Sachs, USJ’s CEO Glenn Gumpel, Asian private-equity firm MBK cash. Partners, and U.S. hedge fund Owl Creek Asset Management. 8/25/15 McClatchy Reduces Debt by $25 Million The McClatchy 9/28/15 Nexstar Broadcasting makes bid for Media General Company announced that it had repurchased $10.021 million in Nexstar Broadcasting Group Inc. offered to buy local-television aggregate principal amount of its 5.75% Notes due 2017 and $15.0 station owner Media General Inc. in a bold attempt to break up Media million of its 9.0% Secured Notes due 2022 for a total $22.9 million General’s recent agreement to buy Meredith Corp. plus accrued and unpaid interest in a privately negotiated transaction.

7/22/15 Scripps Acquires Podcast Industry Leader Midroll 8/18/15 Tribune Publishing Company announces $30 million E.W. Scripps Company has acquired podcast industry leader Midroll Stock Repurchase Program Tribune Publishing Company today Media, a five-year-old Los Angeles-based company that creates announced that its Board of Directors has authorized a stock original podcasts and operates a network that generates revenue for repurchase program, under which the Company may repurchase up to more than 200 shows, including “StartUp” and “Nerdist.” $30 million of outstanding Common Stock over the next 24 months.

RADIO DIGITAL

9/29/15 Cumulus Media names new CEO as Dickey moves to 9/30/15 Comcast launches Youtube rival platform Watchable vice chair Atlanta radio giant Cumulus Media Inc. named Mary G. Comcast launched the beta version of its new Youtube rival video Berner CEO to succeed company founder and CEO Lew Dickey. platform Tuesday. After $200 million in investments in Buzzfeed and Vox Media, Comcast has been planning to launch Watchable for 9/11/15 Entravision inks three-year radio deal with the weeks. NFL Entravision Communications Corp. has signed a three-year agreement with the National Football League to bring Spanish- 9/29/15 Business Insider sold for $343 million in largest digital language radio broadcasts of NFL games to 13 U.S. markets. news deal ever German publisher Axel Springer announced that it bought 88 percent of Business Insider for $343 million. The deal 8/24/15 Cavendish KInetics raises $36M for radio chips that puts the value of New York City-based Business Insider, an online boost smartphone reception Cavendish makes radio frequency news powerhouse that has a reported 76 million readers and 325 micro-electro-mechanical systems (RF MEMS) — chips with devices employees around the world, at $442 million. The news site was co- on them. Some are used as tuners — which Cavendish is already founded by former Merrill Lynch Internet analyst Henry Blodget. shipping — and some as switches that it plans to ship next year. 9/25/15 NBCU’s Fandango Acquires Brazilian Ticketing Site Ingresso for $66.49 million Fandango has made its first international acquisition: NBCUniversal’s movie info and ticketing division is buying Brazilian entertainment-ticketing service Ingresso.

VOLUME 2, ISSUE 4 | OCTOBER 2015 MEDIA SECTOR REVIEW | 3 INDUSTRY ACTIVITY

RECENT 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 $ 31.07 Secondary

05/07/2015 Hemisphere Media Group, Inc. HMTV $ 38.35 3,195,583 $ 12.00 $ 13.72 Secondary

04/22/2015 Tribune Media Company TRCO $ 517.44 9,240,073 $ 56.00 $ 37.10 Secondary

04/08/2015 Lions Gate Entertainment Corp. LGF $ 320.00 10,000,000 $ 32.00 $ 40.14 Secondary

03/31/2015 Media General, Inc. MEG $ 108.80 6,800,000 $ 16.00 $ 14.77 Secondary

03/25/2015 Gray Television, Inc. GTN $ 156.00 12,000,000 $ 13.00 $ 14.11 Primary

RECENT M&A ACTIVITY

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

Pending Gannett Co., Inc. (NYSE: GCI) Journal Media Group, Inc. (NYSE: JMG) $ 280.0

Pending Ericsson (OM:ERIC B) Envivio, Inc. (NasdaqGS:ENVI) $ 124.6

08/28/2015 CommScope Holding Company, Inc. (NasdaqGS:COMM) TE Connectivity Ltd., Telecom, Enterprise and $ 3,059.0 Wireless Business

08/13/2015 Zealot Networks, Inc. AllScreen $ 85.0

08/12/2015 Amino Technologies plc (AIM:AMO) Entone Inc. $ 73.0

07/24/2015 AT&T, Inc. (NYSE:T) DIRECTV $ 48,500.0

07/22/2015 The E. W. Scripps Company (NYSE:SSP) Midroll Media, LLC $ 60.0

07/16/2015 Entercom Communications (NYSE: ETM) Lincoln Financial Media Company $ 105.0

07/09/2015 Zealot Networks, Inc. ViralNova, LLC $ 100.0

VOLUME 2, ISSUE 4 | OCTOBER 2015 MEDIA SECTOR REVIEW | 4 UPCOMING BROADCASTING, TELEVISION & ENTERTAINMENT SHOWS

LOCATION DATE EXHIBITION

Los Angeles, CA 11/03/15 GABBCON Global Audience Based Buying Summit, will provide education, consulting, standards and content on the topics of audience buying and advanced TV/premium video.

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

San Francisco, CA 12/02- 12/04/15 Growth Marketing Conference Silicon Valley’s largest growth marketing event. Featured Speakers: Founder, Moz; CEO and Founder, previously Dropbox; Head of Growth Product, Pinterest; Partner at Greylock; CEO and Co-Founder, KISSMetrics

Hollywood, CA 12/08- 12/10/15 BIA/Kelsey NEXT BIA/Kelsey is where the leaders in local media and marketing gather each December for in-depth discussions around digital’s impact on local media today and in the future

Sandpiper Bay, FL 01/17- 01/20/16 NOBLE FINANCIAL Annual Investor Conference The Conference features more than 150 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 04/17- 04/19/16 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 4 | OCTOBER 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 $8.68 $60.31 $38.48 $18.00 $32.43 $18.07

52 week low 15.22 3.88 36.41 22.06 9.74 23.88 7.16

September 30, 2015 17.67 6.64 47.35 22.39 13.99 25.32 12.76

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

2015E 773 245 892 3,282 1,312 2,185 581

2016E 1,005 260 1,048 3,699 1,605 2,545 714

14-'15 Growth nmf 1.3% 41.3% nmf nmf 10.5% 14.4%

15-'16 Growth 30.1% 5.9% 17.5% 12.7% 22.3% 16.5% 22.9%

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

2015E 102 75 298 1,157 375 708 190

2016E 292 85 388 1,291 559 928 300

14-'15 Growth nmf (5.9%) 27.1% nmf 59.7% 1.9% (6.4%)

15-'16 Growth 187.1% 13.3% 30.2% 11.6% 49.1% 31.0% 58.1%

Diluted Shares 72.3 90.9 32.0 231.9 91.1 97.8 58.4

Equity Market Value $1,277.7 $603.9 $1,515.3 $5,192.4 $1,273.8 $2,476.8 $744.7

Plus: LT Debt (current) 407.1 347.6 1,518.9 4,450.0 2,294.8 3,951.6 1,236.0

Less: Cash & Other Assets (101.4) (50.9) (26.9) (219.1) (72.1) (64.6) (222.2) (current)

Enterprise Value (EV) $1,583.4 $ 900.6 $3,007.4 $9,423.3 $3,496.5 $6,363.8 $1,758.5

EV / EBITDA

52 week high 19.1 14.5 11.5 11.4 10.3 10.0 10.9

52 week low 11.6 8.7 8.9 8.1 8.3 8.8 7.5

Current Fiscal 2015E 12.9X 12.1X 10.1X 8.1X 9.3X 9.0X 9.3X 10.1X

Current Fiscal 2016E 4.5X 10.6X 7.7X 7.3X 6.3X 6.9X 5.9X 7.0X

Curr. Net Debt / 2015E EBITDA 3.0X 4.0X 5.0X 3.7X 5.9X 5.5X 5.3X 4.6X

Curr. Net Debt / 2016E EBITDA 1.0X 3.5X 3.8X 3.3X 4.0X 4.2X 3.4X 3.3X

(1) All dollars in millions except for per share data. (2) LTM Revenue growth excludes acquisitions Source: Company reports, Capital IQ and NOBLE estimates

VOLUME 2, ISSUE 4 | OCTOBER 2015 MEDIA SECTOR REVIEW | 6 TV-SEGMENT ANALYSIS

LTM EBITDA MARGIN LTM REVENUE GROWTH(2)

40% 40% 32% 30% 24% 20% 16% 8% 10% 0% 0% -8% Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 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

8.0X 20.0X

6.0X 15.0X

4.0X 10.0X

2.0X 5.0X

0.0X 0.0X Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 10 11 11 12 12 13 13 14 14 15 10 11 11 12 12 13 13 14 14 15

VOLUME 2, ISSUE 4 | OCTOBER 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 $ 4.51 $ 13.33 $ 8.68 $ 11.00 $ 6.00 $ 45.61 $ 2.24 $ 14.35

52 week low 0.74 7.86 3.88 4.38 3.80 33.58 0.99 8.60

September 30, 2015 0.70 10.16 6.64 6.12 4.09 33.61 1.24 9.77

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

2015E 1,172 408 245 265 59 133 204 401

2016E 1,184 448 260 276 60 136 215 421

14-'15 Growth (7.3%) 7.3% 1.3% (0.7%) 0.5% (0.7%) (0.6%) 7.3%

15-'16 Growth 1.1% 9.9% 5.9% 4.1% 1.7% 2.3% 5.4% 4.9%

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

2015E 277 100 75 48 9 33 30 97

2016E 280 110 85 54 10 34 32 104

14-'15 Growth (14.6%) 0.8% (5.9%) (1.0%) 0.5% (0.7%) (0.6%) (1.6%)

15-'16 Growth 1.1% 9.7% 13.3% 11.8% 1.7% 2.3% 5.4% 7.8%

Diluted Shares 229.0 38.7 90.9 26.1 22.9 5.8 46.0 12.0

Equity Market Value $161.1 $392.8 $603.9 $159.6 $93.8 $193.4 $57.1 $117.4

Plus: LT Debt (current) 2,487.2 508.4 347.6 284.1 94.4 36.1 271.9 577.6

Less: Cash & Other Assets (current) (32.7) (43.7) (50.9) (0.2) (11.6) (27.4) (3.8) (30.4)

Enterprise Value (EV) $2,615.6 $ 857.6 $ 900.6 $ 443.5 $ 176.6 $ 202.1 $ 325.2 $ 664.5

EV / EBITDA

52 week high 12.6 9.8 14.5 11.9 23.3 8.2 12.3 7.5

52 week low 9.5 7.7 8.7 8.3 17.9 6.1 10.4 6.7

Current Fiscal 2015E 9.4X 8.6X 12.1X 9.2X 18.6X 6.1X 10.8X 6.9X 9.0X

Current Fiscal 2016E 9.3X 7.8X 10.6X 8.3X 18.3X 6.0X 10.2X 6.4X 8.4X

Curr. Net Debt / 2015E EBITDA 8.9X 4.6X 4.0X 5.9X 8.7X 0.3X 8.9X 5.7X 5.5X

Curr. Net Debt / 2016E EBITDA 8.8X 4.2X 3.5X 5.3X 8.6X 0.3X 8.4X 5.3X 5.1X

(1) All f igures in millions except for per share data. (2) EV/ LTM EBITDA excludes Beasley Broadcasting Note: Avg. excludes Beasley Broadcasting Source: Company reports, Capital IQ and NOBLE estimates

VOLUME 2, ISSUE 4 | OCTOBER 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% Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 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(2)

15.0X 16.0X 14.0X 10.0X 12.0X 10.0X 5.0X 8.0X

0.0X 6.0X Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 10 11 11 12 12 13 13 14 14 15 10 11 11 12 12 13 13 14 14 15

VOLUME 2, ISSUE 4 | OCTOBER 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 $ 3.95 $ 3.93 $ 10.79 $ 23.73 $ 14.53

52 week low 4.21 0.81 1.36 5.99 7.96 11.22

September 30, 2015 4.93 0.97 2.08 7.50 7.84 11.81

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

2015E 270 1,082 650 497 1,661 1,573

2016E 268 1,062 640 480 1,690 1,569

'14-'15 Growth (1.1%) (5.7%) (1.0%) 34.1% (2.7%) (1.0%)

'15-'16 Growth (0.6%) (1.8%) (1.5%) (3.3%) 1.7% (0.3%)

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

2015E 12 186 153 44 142 255

2016E 12 183 151 51 149 256

‘14-’15 Growth 83.2% (8.0%) (1.0%) nmf 13.9% 16.3%

'15-'16 Growth 0.9% (1.8%) (1.5%) 15.8% 4.8% 0.1%

Diluted Shares 22.0 88.4 53.7 25.0 25.5 161.3

Equity Market Value $108.5 $85.7 $111.8 $187.5 $200.3 $1,905.2

Plus: LT Debt (current) 0.0 989.9 777.9 0.0 430.2 428.8

Less: Cash & Other Assets (84.1) (32.1) (18.9) (10.0) (41.7) (654.8) (current)

Enterprise Value (EV) $ 24.4 $1,043.5 $ 870.8 $ 177.5 $ 588.7 $1,679.3

EV / EBITDA

52 week high 18.1 7.0 6.3 5.9 7.0 8.3

52 week low 0.7 5.5 5.4 3.2 4.2 6.2

Current Fiscal 2015E 2.1X 5.6X 5.7X 4.1X 4.2X 6.6X 4.7X

Current Fiscal 2016E 2.1X 5.7X 5.8X 3.5X 4.0X 6.6X 4.6X

Curr. Net Debt / 2015E EBITDA 0.0X 5.1X 4.9X 0.0X 2.7X 0.0X 2.1X

Curr. Net Debt / 2016E EBITDA 0.0X 5.2X 5.0X 0.0X 2.6X 0.0X 2.1X

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

VOLUME 2, ISSUE 4 | OCTOBER 2015 MEDIA SECTOR REVIEW | 10 PUBLISHING-SEGMENT ANALYSIS

LTM EBITDA MARGIN LTM REVENUE GROWTH

18% 0% -2% 16% -4% 14% -6% 12% -8% -10% 10% Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 -12% 10 11 11 12 12 13 13 14 14 15 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 10 11 11 12 12 13 13 14 14 15

NET DEBT / LTM EBITDA EV / LTM EBITDA

10.0x 6.0x 8.0x 4.0x 6.0x 4.0x 2.0x 2.0x 0.0x 0.0x Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 10 11 11 12 12 13 13 14 14 15 10 11 11 12 12 13 13 14 14 15

VOLUME 2, ISSUE 4 | OCTOBER 2015 MEDIA SECTOR REVIEW | 11 DIGITAL MEDIA & TECHNOLOGY SEGMENT ANALYSIS

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

Ticker SEAC ROVI TIVO ARRS HLIT SYNC

NOBLE Coverage Yes No No No No No

Stock Price

52 week high $ 8.55 $ 26.44 $ 13.30 $ 37.50 $ 7.98 $2.83

52 week low 5.30 9.21 8.44 23.71 5.40 $1.03

September 30, 2015 6.30 10.49 8.66 25.97 5.80 $1.35

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

2015E 116 517 350 4,959 411 106

2016E 123 571 418 5,286 432 116

'14-'15 Growth (20.8%) (4.6%) (13.9%) (6.8%) (5.1%) (0.5%)

'15-'16 Growth 5.6% 10.4% 19.5% 6.6% 5.0% 9.4%

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

2015E -5 216 108 628 44 5

2016E 2 264 120 727 60 5

‘14-’15 Growth nmf 16.2% 181.2% (9.6%) 138.9% (430.4%)

'15-'16 Growth nmf 22.3% 11.0% 15.8% 36.8% 15.6%

Diluted Shares 32.7 91.7 138.8 148.3 92.5 27.4

Equity Market Value $206.1 $961.5 $1,202.0 $3,850.8 $536.5 $37.0

Plus: LT Debt (current) 0.0 1,069.8 355.7 1,533.8 0.0 0.0

Less: Cash & Other Assets (60.6) (115.9) (173.0) (490.9) (76.0) (27.1) (current)

Enterprise Value (EV) $ 145.6 $1,915.3 $1,384.7 $4,893.7 $ 460.5 $ 9.9

EV / EBITDA

52 week high nmf 15.6 18.8 10.5 15.0 11.1

52 week low nmf 8.3 12.5 7.3 9.6 0.3

Current Fiscal 2015E nmf 8.9X 12.8X 7.8X 10.4X 2.2X 8.6X

Current Fiscal 2016E nmf 7.2X 11.6X 6.7X 7.6X 1.9X 7.0X

Curr. Net Debt / 2015E EBITDA nmf 4.4X 1.7X 1.7X nmf nmf 2.6X

Curr. Net Debt / 2016E EBITDA nmf 3.6X 1.5X 1.4X nmf nmf 2.2X

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

VOLUME 2, ISSUE 4 | OCTOBER 2015 MEDIA SECTOR REVIEW | 12 DIGITAL MEDIA & TECHNOLOGY SEGMENT ANALYSIS

LTM EBITDA MARGIN LTM REVENUE GROWTH

19% 50% 38% 16% 25% 14% 13%

11% 0%

8% -13% Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 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

6.0x 40.0x

4.5x 30.0x

3.0x 20.0x

1.5x 10.0x

0.0x 0.0x Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 Q4 Q2 10 11 11 12 12 13 13 14 14 15 10 11 11 12 12 13 13 14 14 15

VOLUME 2, ISSUE 4 | OCTOBER 2015 MEDIA SECTOR REVIEW | 13 NOBLE FINANCIAL CAPITAL MARKETS

NOBLE FINANCIAL CAPITAL MARKETS FULL-SERVICE INVESTMENT BANK NOBLE FINANCIAL capital markets is a research-driven investment ■ Established 1984. and merchant bank focused on small cap, emerging growth ■ Private firm, employee owned. companies in the healthcare, technology, media and natural ■ Built on commitment to provide value and support resources sectors. That’s what we are. Who we are is what makes us for our clients. different.

Our people are talented, dedicated, experienced professionals who come together with a common cause; advising on long-term client- FOCUSED INSTITUTIONAL SALES solutions by employing innovative, collaborative and responsive AND TRADING strategies. We’re passionate and personable. We approach things from our clients’ perspective. ■ Seasoned sales and sales trading team. ■ Long standing relationships with premier growth- focused We know that developing lasting relationships is reliant upon putting Investors. our clients’ interests before ours. We understand the impact of our services. Insightful advisory and effective capital procurement can change lives. Empowering our clients to create employment, engineer technological and medical breakthroughs, producing products and services that lay the foundation for the future. For more RESEARCH DRIVEN CAPITAL than 30 years these have been our guiding principles. While much has MARKETS PLATFORM changed over the three decades since we began, these core values ■ Experience team of Research Analysts covering and our reputation have not. Our clients must know what to expect approximately 100 companies. from us. Then we can strive to exceed expectations. ■ Focus on Technology, Media, Healthcare and Natural Resources. A SIMPLE FORMULA. ■ Strong Institutional Sponsorship. OUR VALUE PROPOSITION

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

VOLUME 2, ISSUE 4 | OCTOBER 2015 MEDIA SECTOR REVIEW | 14 INVESTMENT BANKING

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 4 | OCTOBER 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 4 | OCTOBER 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 4 | OCTOBER 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

Steven Rashkin, Managing Director, Dan Pollitt, Managing Director, Head of Institutional Equity Sales Head of Institutional Equity Trading [email protected] - 561.994.5738 [email protected] - 561.998.5483

CAPITAL MARKETS

Andrew Daniels, Managing Director, John Ray, Director, Head of Private & Public Placements At-the-Market (ATM) Trading [email protected] - 646.790.5874 [email protected] - 561.998.5473

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 United States, 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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