Media Industry Valuation Overview Media Industry Tax Group Conference Miami, FL May 4th-6th, 2011 Bond & Pecaro, Inc. 1920 N St., NW – Suite 350 Washington, DC 20036 (202) 775-8870 www.bondpecaro.com Television Industry Revenues $68.3 $70.0 $65.0 $61.9 Total Revenue ($B) $65.0 $59.0 $60.0 $56.2 $53.5 $55.0 $50.0 $41.9 $45.0 $40.0 $33.4 $34.1 $30.0 $36.3 $37.3 $39.7 $39.5 $42.1 $44.3 $42.3 $42.6 $38.8 $36.7 $33.7 $30.2 1995 1996 1997 1998 1999 2000 2001 Actual Revenues 6/28/2016 $46.2 $50.9 $43.6 $41.9 $35.0 $25.0 $44.0 $48.5 2002 2003 2004 2005 2006 2007 2008 2009 2010 Expected Broadcast TV Revenues 2 Television Industry Cash Flow Margins 39.0% 36.6% Cash Flow Margin 37.0% 34.8% 34.8% 34.7% 35.0% 32.8% 33.0% 31.7% 30.7% 30.2% 31.0% 29.0% 26.8% 27.0% 25.0% 2002 6/28/2016 2003 2004 2005 2006 2007 2008 2009 2010 3 Television Industry Cash Flow Multiples 13.6 14.0 Cash Flow Multiples 13.5 13.0 12.1 12.5 12.0 11.5 12.5 12.4 11.3 10.8 11.0 10.5 10.1 10.5 10.0 9.5 9.5 9.0 2002 6/28/2016 2003 2004 2005 2006 2007 2008 2009 2010 4 Television Industry implied Value ($B) Television Industry Implied Value: Revenues x Cash Flow Margin x Cash Flow Multiple $209.7 $220.0 $187.8 $200.0 $167.8 $180.0 $156.1 $154.0 $160.0 $135.7 $140.0 $134.6 $122.6 $120.0 $95.8 $100.0 6/28/2016 $80.0 2002 2003 2004 2005 2006 2007 2008 2009 2010 5 Radio Industry Revenues $38.0 Total Revenue ($B) $33.0 $28.0 $23.0 $19.8 $18.0 $19.8 $17.7 $13.0 $8.0 $20.8 $18.4 $23.0 $24.1 $26.6 $29.3 $11.6 $12.5 1996 $32.3 $19.4 $19.6 $20.0 $20.1 $20.1 $19.6 $19.5 $16.0 $15.4 1995 $17.1 $13.8 1997 1998 1999 2000 2001 Actual Revenues 6/28/2016 $21.9 $25.3 $27.9 $30.8 2002 2003 2004 2005 2006 2007 2008 2009 2010 Expected Broadcast TV Revenues 6 Radio Industry Cash Flow Margins 33.0% Cash Flow Margin 31.0% 31.3% 30.1% 29.6% 29.6% 29.0% 27.1% 27.0% 25.5% 24.2% 25.0% 24.3% 22.0% 23.0% 21.0% 2002 6/28/2016 2003 2004 2005 2006 2007 2008 2009 2010 7 Radio Industry Cash Flow Multiples 17.0 16.4 Cash Flow Multiples 16.0 15.0 13.6 14.0 13.0 13.2 13.0 12.0 11.4 12.0 10.2 11.0 10.0 9.0 9.0 8.6 8.0 2002 6/28/2016 2003 2004 2005 2006 2007 2008 2009 2010 8 Radio Industry implied Value ($B) Radio Industry Implied Value: Revenues x Cash Flow Margin x Cash Flow Multiple $108.0 6/28/2016 $95.8 $98.0 $85.2 $88.0 $78.3 $75.5 $78.0 $61.6 $68.0 $54.2 $58.0 $43.8 $48.0 $35.0 $39.8 $38.0 $28.0 2002 2003 2004 2005 2006 2007 2008 2009 2010 9 Newspaper Industry Advertising Revenues $88.6 $93 $84.4 Total Revenue ($B) $83 $73 $63 $54.4 $57.1 $60.0 $63.0 $66.1 $69.4 $72.9 $76.6 $80.4 $53 $43 $33 $39.6 $42.0 $45.6 $48.6 $51.6 $54.4 $52.2 $53.0 $52.2 $49.5 $49.3 $50.2 $47.4 $39.5 $33.1 $31.5 $23 1995 1996 1997 1998 1999 2000 2001 Actual Revenues 6/28/2016 2002 2003 2004 2005 2006 2007 2008 2009 2010 Expected Broadcast TV Revenues 10 Newspaper Industry Cash Flow Margins 31.0% 28.7% Cash Flow Margin 29.0% 27.8% 27.4% 25.9% 27.0% 24.5% 25.0% 23.2% 23.0% 23.0% 20.2% 21.0% 18.5% 19.0% 17.0% 2002 6/28/2016 2003 2004 2005 2006 2007 2008 2009 2010 11 Newspaper Industry Cash Flow Multiples 13.0 Cash Flow Multiples 12.0 11.8 11.7 11.1 11.0 10.5 11.0 10.0 9.0 8.0 6.8 6.6 7.0 5.5 6.0 5.4 5.0 2002 6/28/2016 2003 2004 2005 2006 2007 2008 2009 2010 12 Newspaper Industry implied Value ($B) Newspaper Industry Implied Value: Revenues x Cash Flow Margin x Cash Flow Multiple 6/28/2016 $172.0 $156.8 $163.6 $157.8 $162.3 $152.0 $134.6 $132.0 $112.0 $92.0 $74.9 $72.0 $52.0 $40.4 $44.0 $41.4 2008 2009 2010 $32.0 2002 2003 2004 2005 2006 2007 13 Cable Network Industry Revenues $45.0 $39.7 Total Revenue ($B) $40.0 $41.7 $36.4 $32.7 $35.0 $29.4 $30.0 $26.1 $23.0 $25.0 $19.5 $20.0 $16.2 $17.4 $13.9 $15.0 $10.0 $11.6 $6.7 $8.1 $9.6 $5.0 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009E Actual Revenues 6/28/2016 14 Cable Network Industry Cash Flow Margins Cash Flow Margin 42.0% 41.0% 41.0% 40.0% 39.5% 38.5% 39.0% 38.0% 36.5% 37.0% 36.0% 35.0% 34.0% 33.0% 35.7% 35.7% 35.5% 2004 2005 2006 33.7% 33.0% 32.0% 2002 6/28/2016 2003 2007 2008 2009 2010 15 Cable Network Industry Cash Flow Multiples 19.0 16.7 Cash Flow Multiples 17.0 15.1 14.3 15.0 12.7 13.0 11.0 11.4 10.3 10.5 10.1 9.8 2008 2009 2010 9.0 7.0 5.0 2002 6/28/2016 2003 2004 2005 2006 2007 16 Cable Network Industry implied Value ($B) Cable Network Industry Implied Value: Revenues x Cash Flow Margin x Cash Flow Multiple 6/28/2016 $190.1 $200.0 $180.0 $183.4 $160.5 $165.6 $158.8 $160.0 $132.3 $129.4 $140.0 $117.9 $120.0 $100.0 $80.0 $66.6 $60.0 2002 2003 2004 2005 2006 2007 2008 2009 2010 17 Recent Media Company Stock Price Appreciation 6/28/2016 Company Symbol Industry Stock Price as of 03/31/2009 Stock Price as of 4/29/2011 Nexstar Broadcasting NXST Television $0.68 $8.34 1126.5% LIN TV Corp TVL Television 1.12 5.35 377.7% Gray Television GTN Television 0.32 2.79 771.9% Beasley Broadcast Group BBGI Radio 1.95 6.74 245.6% Entercom Communications ETM Radio 1.10 10.59 862.7% Spanish Broadcasting System SBSA Radio 0.15 0.77 413.3% Gannet Co GCI Newspaper 2.20 15.06 584.5% A.H. Belo AHC Newspaper 0.98 8.32 749.0% The McClatchy Co MNI Newspaper 0.49 2.86 483.7% Comcast Co CMCSA Cable 13.64 26.21 92.2% % Change 18 Intangible Property There are no like classes for intangible property. Whether these assets are of a like-kind depends on the nature of the rights involved and the character of the underlying property to which those rights relate. For example, the exchange of a copyright on a novel for a copyright on another novel constitutes a like-kind exchange. However, the exchange of a copyright on a novel for a copyright on a song is not a like-kind exchange. Intangible Property According to the Financial Accounting Standards Board (FASB) ASC 805, an intangible asset is recognized as separate from goodwill if: It arises from contractual or other legal rights; It is individually divisible from the acquired entity and sold, transferred, licensed, rented, or exchanged; or It is divisible from the acquired entity and sold, transferred, licensed, rented, or exchanged in combination with a related contract, asset, or liability. Examples of Assets That Meet the Criteria for Recognition Apart from Goodwill: • Marketing-Related Intangible Assets • Customer-Related Intangible Assets • Artistic-Related Intangible Assets • Contract-Based Intangible Assets • Technology-Based Intangible Assets • Marketing-Related Intangible Assets i. Trademarks and Tradenames ii. Service Marks, Collective Marks, Certification Marks iii. Trade Dress iv. Newspaper Mastheads v. Internet Domain Names vi. Non-competition Agreements • Customer-Related Intangible Assets i. Customer Lists ii. Order or Production Backlog iii. Customer Contracts and Related Customer Relationships iv. Non-contractual Customer Relationships • Artistic-Related Intangible Assets i. Plays, Operas, Ballets ii. Books, Magazines, Newspapers, Other Literary Works iii. Musical Works ie. Compositions, Song Lyrics, and Advertising Jingles iv. Pictures and Photographs v. Video and Audiovisual Material ie. Motion Pictures and Television Programs • Contract-Based Intangible Assets i. Licensing, Royalty, Standstill Agreements ii. Advertising, Construction, Management, Service, Supply Contracts iii. Lease Agreements iv. Construction Permits v. Franchise Agreements vi. Operating and Broadcast Rights vii. Use Rights viii. Servicing Contracts ix. Employment Contracts • Technology-Based Intangible Assets i. Patented Technology ii. Computer Software and Mask Works iii. Unpatented Technology iv. Databases, including Title Plants v. Trade Secrets i.e. Secret Formulas, Processes, and Recipes Goodwill and Going Concern The excess of the cost of an acquired entity over the net of the amount assigned to assets acquired and liabilities assumed shall be recognized as an asset referred to as goodwill. The exchange of goodwill or going concern between businesses is not a like-kind exchange.