Business Information Markets

Presentation by Presentation by

Kenneth B. MarlinKenneth B. Marlin

Managing PartnerManaging Partner

Presentation to

Marlin & Associates LLC

CONFIDENTIAL

Business Information Markets

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Where are we?

What happened?

Where are we headed?

What to do to take advantage?

Business Information Business Information MarketsMarkets

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Where are we?Where are we?

Over the past 12 months many content-oriented firms Over the past 12 months many content-oriented firms have seen significant decreases in market value.have seen significant decreases in market value.

At least 500 Public Companies have seen 90% plus declines in Market ValueAt least 500 Public Companies have seen 90% plus declines in Market Value

Source: Bridge

Bright Station Comtex C-Net Dr Koop Edgar Online Hoover’s Infonautics iVillage

-89%

-77%

-71%

-94%

-57%

-88%

-84%

-90%

Market Watch .com NBCi NewsEdge Screaming Media Terra Lycos Verticle Net WAVO Yahoo

-91%

-92%

-72%

-83%

-87%

-96%

-99%

-89%

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CBS – Market Watch

Conde Nast

Disney – Go.com

Dow Jones – Interactive

Forbes.com

Hearst – Woman.com

NY Times – Digital

Primedia - Intertec

Traditional Content Companies have not Traditional Content Companies have not been immune to Cutbacks and Layoffsbeen immune to Cutbacks and Layoffs

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B2C

B2B

Subscriptions

Advertising

CPMs

Metrics

Business Models are in QuestionBusiness Models are in Question::

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Venture EquityBanksJunk Bonds

Money seems to have dried upMoney seems to have dried up

300+ Dot Coms have Shut Down in 4 months

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What HappenedWhat Happened??

Business InformationBusiness Information

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Marlin & Associates was established to provide specialized investment banking advisory and consulting services focused exclusively on

– Electronically delivered content

– Software tools

– Databases

– Information technology

Companies we have worked with include:

Marlin & Associates - OverviewMarlin & Associates - Overview

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Mergers & Acquisitions Advisory Serves

Sell Side Advisor– We represent businesses seeking established strategic partners– We represent sellers whose industries are consolidating– We help firms with solid technologies combine with more developed management teams

Buy Side Advisor– We represent businesses seeking to consolidate industry verticals– We represent CEOs and management teams in the purchase of companies they have

identified

Consolidation Opportunities– We help both buyers and sellers execute rollup strategies– We have identified capital sources for additional funding

Private Equity Financings

Follow on Financings – We assist companies in raising private equity with a $5 mln minimum transaction size

Marlin & Associates - ServicesMarlin & Associates - Services

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Ken Marlin

Mr. Marlin has spent the past 20 years leading, and advising firms that provide digital information and technology. Before founding M&A, Mr. Marlin led the Business Information and Internet practice at Veronis Suhler Stevenson, one of the world's premier media merchant banks. At VSS, Mr. Marlin initiated and advised on several high profile assignments, including the $470 million Leveraged Buyout of Data Transmission Network (“DTN”).Mr. Marlin served as Executive Vice President of Bridge Information Systems. Mr. Marlin was president and CEO of Telesphere, which he founded with several partners. Prior to Telesphere, Mr. Marlin was president and CEO of Telekurs (North America), a firm specializing in software and market data for the securities industry. Mr. Marlin started his business career with The Dun & Bradstreet Corporation, where he played prominent roles in group and division management, finance, strategic planning, and mergers and acquisitions. When Mr. Marlin left D&B to join Telekurs, he was Senior Vice President with responsibility for the $400 million revenue Financial Information Services Group. He earned a BA from the University of California (Irvine), an MBA from UCLA.

Justin Kaplan

Mr. Kaplan joined M&A from Veronis Suhler Stevenson, where he was an associate in the Business Information Group. During his career at VSS, Mr. Kaplan completed over 15 corporate finance transactions totaling over $1 billion in aggregate deal value. In addition to working for VSS’ investment bank, Mr. Kaplan also advised VSS’ $1 billion private equity fund on several high profile assignments, including the $470 million leveraged buyout of Data Transmission Network. Mr. Kaplan’s transaction clients to date have included companies such as WPP, Agency.com, Solucient and VNU. Mr. Kaplan holds a B.A. in Near Eastern Studies from Cornell University.

Michael Maxworthy

Mr. Maxworthy joined M&A from Veronis Suhler Stevenson, where he was a Senior Research Analyst. At VSS, Mr. Maxworthy and his team were involved in performing in-depth research on industry standards, trends for valuation of client transactions and strategic alliances. His research has been quoted in the VSS publications (Communications Industry Report, Forecast), The Daily Deal and various Industry periodicals. Prior to joining VSS, Max was a Research Assistant at Morgan Stanley. Mr. Maxworthy holds degrees in Finance and Management Information Systems from Binghamton University .

Marlin & Associates – Team HighlightedMarlin & Associates – Team Highlighted

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The Daily Deal, January 3rd 2002 – Does the world need another middle-market focused investment bank? Ken Marlin

seems to think so. Most recently a managing director with merchant bank Veronis Suhler & Associates, Marlin is launching his own firm, Marlin & Associates, to provide M&A services for what he calls non-traditional information-based businesses, such as software firms that work with content aggregators. "There are a number of opportunities to work with what's left of the dot-com world," Marlin said. The firm is still taking care of issues such as cards and letterhead, while its Web site, reserved under the domain name www.marlinandassociates.com, won't be up for a few more weeks. Marlin is beginning with three employees, including himself. If deal flow meets his expectations, however, he could have as many eight people at the end of the year, with two or three at the partner level. "There are so many qualified people that are available right now, given what's happened in the market over the past year," he said.

Press NoticesPress Notices

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INSIDE MARKET DATA, December 10, 2001– Mr. Ken Marlin has left merchant bank Veronis Suhler & Associates to set up Marlin

and Associates, which will focus on merger and acquisition activities for information-based businesses. The former president of Telekurs North America and Telesphere has taken on "several former colleagues" to join him in his venture. Marlin and Associates (M & A) will also focus on fundraising and will carry out private placements for information- and data-based businesses, including related software and transaction services. Marlin says, "There seems to be a myth that this is a bad time for a firm to make an acquisition or to raise money or to sell or merge. I disagree, it's a great time. Most owners, entrepreneurs and sellers have gotten more realistic about valuations and about their prospects as an independent firm. At the same time, many investors and buyers have plenty of money and recognize that this is a time to be in the market. After sitting out much of the past few months, both sides now seem to be back in the game. " Marlin joined Veronis Suhler, a merchant bank serving the communications, media, publishing and information industries, in late 1999 after a two-year stint at Bridge Information Systems (IMD, November 1, 1999). While at Veronis Suhler, Marlin was a managing director and ran the firm's business information services and Internet practice. He also led the firm's $500 million acquisition of electronic information provider Data Transmission Network. At Bridge he was executive vice president, global marketing and product management. He joined the market data vendor in 1997 after it acquired Telesphere Corp., where he was president and CEO (IMD, June 16, 1997). Marlin founded Telesphere, a software and market data company, with several partners in 1995, acquiring and consolidating several related businesses. One of those businesses was Telekurs North America, a subsidiary of the Swiss-based Telekurs software and market data vendor and a company of which Marlin had been president and CEO until 1995.

Press NoticesPress Notices

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330 Madison Avenue9th Floor

New York, NY 10017P: 646.495.5140F: 646.495.5144

www.marlinandassociates.com

Ken Marlin Justin Kaplan Michael Maxworthy

646.495.5140 646.495.5142 646.495.5141

Ken@marlinandassociates.com justin@marlinandassociates.com max@marlinandassociates.com

Marlin & Associates – Contact Marlin & Associates – Contact InformationInformation

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2000 Business Info. Expenditures ($ Millions) $44,200

Growth Rate in 2000 7.3%

1995 – 2000 Compound Annual Growth (%) 7.6%

Annual Increase in Spending ($ Millions) $3,000

Operating Cash Flow Margins 28%

Business Information Industry is still HealthyBusiness Information Industry is still Healthy

Source: Veronis Suhler, The Publishing & Media Group

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Accounting Profit must equal Cash Profit over the long term

Real Cash Profit = Cash in (Revenue) – Cash out (Costs)

Revenue = Price x Quantity

Price must be rational

– TV = $17 CPM

– Outdoor = $2 CPM

– Banner = $30 CPM

Quantity must be Rational

– How big is the Pie?

– What is the Value Proposition?

Value = Present Value of Expected Future Cash

What Happened – What Happened – Some Dot Coms Forgot the BasicsSome Dot Coms Forgot the Basics

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What Happened? – Bad Assumptions!What Happened? – Bad Assumptions!

– People don’t WANT to change – they need a good reason

Adoption of New Technology takes time

Brand building takes a lot of time (and money)

Customers’ Willingness to pay cash is based on a Value proposition

First Mover is not a Barrier to entry and may be disadvantage

Competitors will react – even old media ones– Success invites new participants

Valuations based on metrics other than expected future cash flow are not real

90% is Not Good Enough

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• Veronis Suhler expects little growth during first half 2001 as energy prices and inventories remain high, consumer confidence remains low

• VS&A expects the US Economy to pick up by 3rd Quarter as interest rate cuts kick in, energy prices stabilize, inventories balance, and consumer confidence returns

• VS&A expects Nominal GDP and Real GDP to drop to 4.7% and 2.9% (CAGR), respectively.

Veronis Suhler Communications Industry Forecast, 2001 - (Pre Publication)

Bureau of Economic Analysis, March 2001

0.0%

2.0%

4.0%

6.0%

8.0%

1995 96 97 98 99 '00 '01 '02 '03 '04 2005

Nominal GDP Real GDP

Forecast

Economic Environment has contributedEconomic Environment has contributed

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Where Are We HeadedWhere Are We Headed??

Business InformationBusiness Information

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Over the next five years, VS&A expects Rate of Growth for Over the next five years, VS&A expects Rate of Growth for Business Information Services Spending to slow to 6.9%Business Information Services Spending to slow to 6.9%

$0.0

$30.0

$60.0

$80.0

$50.0

$40.0

$20.0

$10.0

1996 1997 2001 2002 2003 2004 20051998 1999 2000

Veronis Suhler Communications Industry Forecast, 2001, (Pre Publication)

From 1996 to 2000 BIS Spending increased at a 7.6% CAGR

$ BillionsForecast

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Year Spending Nominal GDP

1996 8.4 5.61997 7.5 6.21998 7.1 5.51999 7.7 5.72000 7.3 7.12001 7.1 4.52002 7.0 5.72003 7.0 5.52004 6.9 5.22005 6.8 5.0

Business Information Services Spending Should Business Information Services Spending Should Continue to Exceed Nominal GDP Growth Continue to Exceed Nominal GDP Growth

Business Information

Services

Source: Veronis Suhler, The Publishing & Media Group

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By 2005, Total BIS Market Should Exceed $60 BillionBy 2005, Total BIS Market Should Exceed $60 BillionMarketing and Financial Information Will Continue to LeadMarketing and Financial Information Will Continue to Lead

10.011.0

3.5 3.61.9

2.8

14.9 14.9

4.7 4.8

2.53.8

20.421.5

6.17.1

3.5

5.6

$0

$5

$10

$15

$20

$25

Marketing Economic &Financial

Credit Payroll & H.R. Product &Price

GeneralBusiness

1995 2000 2005

Veronis Suhler Communications Industry Forecast, 2001 (Pre Publication)

MarketingEconomic & FinancialCreditPayroll & Human ResourcesProduct & PriceGeneral Business

1995-2000 CAGR7.9%8.1%6.3%6.8%6.0%8.3%

2000-2005 CAGR8.2%7.6%6.2%8.5%7.0%8.2%

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Bertelsmann McGraw Hill

Bloomberg Pearson

Dun & Bradstreet Primedia

Dow Jones Reed Elsevier

Gartner Reuters

Hoover’s Thomson

Hearst VNU

““e”-Content Continues To Be Integrated by e”-Content Continues To Be Integrated by Traditional Business Information FirmsTraditional Business Information Firms

Reed Elsevier reported $650 mm in “Internet” delivered Revenue in 2000up from $180 mm

Subscription Models RuleSubscription Models Rule

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$6 Billion forecast to be spent in 2001

– $4.6 Billion in 1999

– $7.7 Billion spent in 2000

Long term trend is up

On-Line Advertising Is Not Dead, On-Line Advertising Is Not Dead, but it is concentratingbut it is concentrating

All sites are not created equal

– AOL gets 45% of on-line Ad revenue

– Top 9 Publishers get nearly 84% of Revenue

Depth, and Demographics count

Measured Effectiveness is required

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Careful Strategic Business Plan

–Rational Revenue Model

–Clear Competitive Advantage

–Close Control of Costs

Reasonable Path to Profit – – near team milestones

Sane Valuations based on revenue and cash flow

Non-Strategic (Financial) Investment is Non-Strategic (Financial) Investment is Available But Investors are demandingAvailable But Investors are demanding

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Forget What Your theoretical Value “Was”

–Market is much closer to Rational Now

–A very few firms over-corrected

– Some will fall farther

Real Cash Profit counts

–Everybody says they are going to be profitable in six months

Deals are moving slowly – – Six Months +– Be proactive – – Right now, mergers often are easier than cash sales

Last Minute Advice For Those Looking For Last Minute Advice For Those Looking For MoneyMoney

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Questions & AnswersQuestions & Answers

Kenneth B. MarlinKenneth B. Marlin

Marlin & AssociatesMarlin & Associates330 Madison Ave, Ninth Fl.330 Madison Ave, Ninth Fl.

New York, NY 10017New York, NY 10017Ken@Marlinandassociates.comKen@Marlinandassociates.com

Business InformationBusiness Information