international conference television update may 14, 2008

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International Conference Television Update May 14, 2008

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Page 1: International Conference Television Update May 14, 2008

International ConferenceTelevision Update

May 14, 2008

Page 2: International Conference Television Update May 14, 2008

2

FY08 Summary

• SPTI had its most successful year ever exceeded major FY 08 objectives:– Record revenues of $2.0BN: $106MM above budget

– Profit contribution to MPG, WWA and SPT of $619MM: $29MM above budget

– Record EBIT of $83MM: $64MM (336%) above budget

– A KirchMedia bankruptcy claim payment of $199MM, $XXX in EBIT to SPE

– acquisition of 2waytraqffic pending regulatory approval

– Grew the business through extending key licensing relationships, launching new channels in UK and Russia and acquisition of content-related businesses in UK and Netherlands especially 2waytraffic currently pending regulatory approval

• SPT also had a very successful year despite a WGA 4-month strike

– EBIT of $210MM: $40MM (23%) above budget

– Profit contribution to MPG and WWA of $XXXMM: $XXMM above budget

– Library sales and revenue of x and y, both above budget

– $50MM guaranteed, nonrefundable advance from a games of chance licensor

– Digital revenue growth of 90% from prior year to $76MM

– Grew the business through launch of 2 new cable shows both of which have recently received additional season orders along with additional season orders of 2 returning cable series; and 2 returning network comedies; and extension of key licensing deals, including a record renewal of Seinfeld on the cable network TBS. Also acquired Tennis Channel ad sales representation rights.

Page 3: International Conference Television Update May 14, 2008

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FY09 Summary

• SPTI expects to continue growth, with revenues to exceed $2BN operating EBIT (i.e. EBIT

without monetizations) to reach over $60MM with contributions to MPG, WWA and SPT of

$606MM

– SPT also expects to continue to grow its business with earnings of $184MM. Although

below FY08 performance this is above FY08 budget and FY09 MRP

All lines of business are focused on growth:

• SPTI Distribution: Continue operational focus on library sales, exploitation of new media

platforms/digital media initiatives, and pursue co-production and acquisition opportunities

• SPTI Networks: Strong growth momentum across channel portfolio, particular in Latin America

and Europe and IPL Cricket League in India. Planned investments in India, Turkey, Korea,

Portugal; possible buy-up of partial Disney shares in HBO Latin America, among other channel

expansion opportunities in UK and other territories

• Production: Implementing light entertainment strategy in FY09 (2waytraffic will be a major

stepping stone) Focus on margin improvements in existing operations and continue to pursue

acquisitions; currently assessing

Page 4: International Conference Television Update May 14, 2008

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FY09 Summary

All lines of business are focused on growth (cont’d.):

• SPT: Continued focus on library sales and 3rd party representation, as well as launching new

cable and network series and getting additional orders of existing programs. Implementing light

entertainment strategy with a pending Embassy Row acquisition, among other producer deals,

as well as renewed focus on US first-run syndication programs. This will be in coordination with

the pending 2waytraffic acquisition.

• Expanding carriage of FEARnet and cross-platform expansion of GSN will also be areas of

focused growth

• Continued focus on proving out the Crackle.com ad supported business model and establishing

the site as a viable and successful internet content site.

Page 5: International Conference Television Update May 14, 2008

5

FY09 – Goals

• Maintain balance between pro-active business support and SPE/SONY Requirements

– Maintain high SOX pass-rate, strengthen SOX oversight of local and regional offices

– Continue implementation of SAP and C2C, and support of EU payroll system

– Further define and implement COFA outside the US

• Continue to have a leading role in identifying and evaluating new initiatives

– Light Entertainment, Digital Media, and expansion in Emerging Markets

– Identify opportunities and facilitate execution of growth of the business

• Enhance focus on overhead management and analysis

• Continually track division performance and provide early warnings when appropriate

• Solidify the Crackle business model and consumer and advertiser proposition

• Develop new reporting formats (re-commit to providing one new report per year per LOB)

• Play key role in 2waytraffic integration and ongoing management. Identify better than expected synergies with SPTI

• Enhance focus on overhead management

• Strengthen communication and coordination with non-US Finance teams.

Page 6: International Conference Television Update May 14, 2008

6

SPT Program Lineup

Page 7: International Conference Television Update May 14, 2008

7

The Power of Independence

Syndication Broadcast Cable

1,500 TV stations across the country

5 major broadcast networks

50 different basic or pay cable networks

• We are not controlled by any network or station group and place shows where we will maximize their value

• We have relationships with every outlet including all major station groups

• We sell aggressively to all 210 markets

Page 8: International Conference Television Update May 14, 2008

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We Produce and Distribute Content Globally

Hex (U.K.) Married…With Children

The Nanny

Casados Con Hijos (Colombia)

La Ninera(Argentina)

Zorro: The Sword and the Rose (Latin

America)

Dragon’s Den (UK)

Germany

Original Series Scripted Formats Game Show & Reality

• Our international group oversees local language production and distribution of scripted comedies and dramas, telenovelas, reality shows, games shows, and scripted formats

• We produce 47 shows in 17 countries and have a comprehensive int’l format sales organization

• Our potential acquisition of 2waytraffic would further expand our scale internationally; successful completion of this deal requires regulatory approvals

Page 9: International Conference Television Update May 14, 2008

9

22 Show On-Air with 16 Networks

Days of Our Lives

The Young & The RestlessRules of Engagement

Power of 10My Best Friend’s Girl

(pilot)Can Openers (pilot)Jesse Stone: Thin Ice

(MOW)Comanche Moon (mini)

Cashmere Mafia

Raisin in the Sun (MOW)

‘Til Death

Canterbury’s Law

Sit Down, Shut Up (pilot)

Wheel of FortuneJeopardy!

Judge HatchettJudge David YoungJudge Maria Lopez

Judge Karen Mills (Sep. 08)

10 Items or LessMy Boys

The Company (miniseries)

Dave Caplan Project (pilot)

Breaking Bad S.I.S. (pilot/mow)

Boondocks

Gay Robot (presentation)

Gong Show (July ’08)

The ShieldRescue MeDamages

Spectacular Spider-ManDragon Tales

Syndication

The Beast (pilot)Danny Fricke (pilot)

The Gathering (miniseries)The 10th Circle (MOW)

Memory Keeper’s Daughter (MOW)

Murder in Sin City (MOW)Flirting with Forty (MOW)

Drop Dead Diva (pilot)

Page 10: International Conference Television Update May 14, 2008

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#1 Comedy in TV History #1 Rated Show in Syndication

• Top show in syndication history

• Generated $3.5bn to-date in off-net revenues

• Achieved consistent and valuable time slots that maximized performance

• Continues to out-perform its syndication peer group (Home Improvement) and recent syndicated shows (Two and a Half Men)

• Currently selling 4th cycle of syndication

• An evergreen property entering its 25th season in syndication

• Longest running syndicated game show in history

• Extended to a multi-platform brand including the leading mobile game

• Show continually stays fresh and appeals to new viewers

• Production expertise with advertiser/ product integration and sponsorship

Experts in “A” Level Content

Page 11: International Conference Television Update May 14, 2008

11

#2 Game Show in Syndication Top Rated Daytime Programs

• Entering its 24th season

• Most Emmy Awards for Best Game Show (11)

• Guinness record for most Emmy wins for any game show (27)

• Ranked as #2 game show of all time by TV Guide

• Along with Wheel of Fortune, serves as cornerstone of ABC O&O lineups

• Y&R is the #1 daytime program for over 1,000 consecutive weeks (Y&R)

• Y&R entering its 35th season on CBS

• Multiple Emmy winner, including 2007 Best Daytime Drama (Y&R)

• Days is the #1 daytime program in its target group (women 18-49)

Experts in “A” Level Content

Page 12: International Conference Television Update May 14, 2008

12

Hotels

Digital(Rental / DST / Subscription)

Pay TV

Mobile

Cable / Satellite / Telco(PPV / VOD / Free VOD)

Local TV Stations

Broadband Channels(Advertiser / Ad Supported)

Cable Channels

National Broadcast Networks

SPT Distributes TV and Film Content Across All Platforms

Page 13: International Conference Television Update May 14, 2008

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The Most Successful Distribution Team

• Sony is the only studio organized to manage all distribution under one roof

• SPT distributes a world-class library of 150,000 episodes of TV content and over 4,000 feature films

• We have driven more success with Seinfeld ($3.5bn in off-net sales) than any other show in syndication history

• In the last 10 years, we have syndicated 12 new shows and consistently sold in95-99% of the country

Traditional Digital

Page 14: International Conference Television Update May 14, 2008

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Content

We Lead the Industry in Digital Media

Business Models Distribution Devices

Digital Sell Thru (DST)

Video on Demand (IPVOD)

Subscription Video on Demand (SVOD)

Ad Supported Channels

TV

Short Form

FilmOwned

Mobile Carriers

Online Services

Partners

Mobile Games

Page 15: International Conference Television Update May 14, 2008

15

• Powerful reach

• Best commercial ratings retention

• Powerful storytelling with :30s, outstanding value of :10s to boost and maintain awareness

Syndication Cable Digital

• Precision targeting of active, affluent consumers

• Tennis: sports and lifestyle

• MOJO: upscale, young men

• One-to-one communication

• Interactive opportunities

• Young adults online and on-the-go

5 businesses across 3 platforms – allows SPTAS to create comprehensive advertising solutions with powerful results

Ad Sales Solutions for Multiple Business & Platforms

Page 16: International Conference Television Update May 14, 2008

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We are Innovative

First syndicated program to shoot in High Definition

First viewer loyalty program; first game show-based mobile game

First game show available exclusively for affiliate websites

First studio to launch a cross-platform VOD channel

First to stream a full TV episode online

First to internationally format a TV show

First to create original cable programming

First to create online minisodes of library shows

“Looking at traditional businesses in new ways”

Page 17: International Conference Television Update May 14, 2008

17

2waytraffic Pending Acquisition

Page 18: International Conference Television Update May 14, 2008

18

Executive Summary

• SPTI has a pending acquistion of the Dutch company 2waytraffic as part of SPTI’s emerging light

entertainment strategy

• 2waytraffic is comprised of four main business lines:

– TV Format Licensing and Production (incl. worldwide rights to the hit format Who Wants To Be

A Millionaire?)

– Participation TV: traditional Call TV and new business model Participation Advertising

– Mobile content production and distribution

– Digital content and services

• Founded in 2004, the company has a 42% public float on London’s AIM stock exchange

• An acquisition would establish SPTI immediately as a significant player in the lucrative, high-margin

global light entertainment business

– 2007 Revenue of approx. $104MM and recurring EBITDA of $31MM (30% EBITDA margin)

• Total purchase price of $225MM - $256MM.

• Estimated post-tax NPV of $103MM on the acquisition and a 20% IRR

• SONY and 2waytraffic board approval, as well as 99% shareholder consent. Pending regulatory

approval, currently at XX% and estimated to close in late May or June.

Page 19: International Conference Television Update May 14, 2008

19

Strategic Rationale

• 2waytraffic’s strong game show formats establish SPTI as a major player in the high-margin

international Light Entertainment arena

Capitalize on Millionaire format and other attractive assets

Strong combined game show catalog

Leverage experienced production talent in 2waytraffic

• 2waytraffic’s strong formats sales group is a well fitting complement to SPTI’s global production

infrastructure

Proven sales executives from Celador and Endemol, very well respected in the market

Sales presence geographically complementary (2waytraffic has strong presence in key growth

markets including China, Turkey, Russia, India)

• Proven capability to provide interactive features to their own and SPTI’s light entertainment shows

• Strong track record in establishing innovative new business models with high margins

Pioneers in Call TV business in Europe, now exploring new concept of Participation

Advertising in the US and other markets

Mobile content and mobile advertising, as well as digital games

• Sony United Opportunities: possibilities for multi-platform exploitation with Playstation, Sony

Electronics and Sony Ericsson

Page 20: International Conference Television Update May 14, 2008

20

Diversified Revenues

Type of Revenue Territories

2008E Rev and % of

TotalDescription

Format licensing

Worldwide$29.5MM(27.6%)

• Programme and format sales via offices in the UK and Netherlands

• Formats include Millionaire, other Celador formats (e.g. Brainiest, You Are What You Eat), and original 2waytraffic formats (e.g. 50:50 (Millionaire spin-off), F.A.B.S.)

• Creative in-house teams Intelligents and The Usual Suspects

TV Production

U.K., Benelux$18.9MM (17.7%)

• Production of Millionaire in U.K.year and F.A.B.S. and other shows in Benelux

In-program interactive

Worldwide$5.8MM (5.5%)

• Provide SMS and online interactive features to catalogue of game show formats

Call TV Worldwide$11.3MM (10.6%)

• Low-cost, non-formatable call-in shows. Prior driver of growth, until recent industry-wide problems in major European territories

• Model to be continued in the Nordic region; planned expansion into new territories, notably China, Indonesia and Russia

Participation Advertising

U.S.$6.6MM (6.2%)

• Qualified lead generation model: TV viewer calling to voice opinion or participate in a quiz is offered to take up an advertised offer over the phone and thus generates a “lead”

• New business model innovation, in test phase. Launched in U.S. in November 2007. Plans to expand to other territories e.g, Japan (in negotiations with Fuji TV) and U.K.

Mobile Worldwide$26MM (24.4%)

• Subscription business model selling mobile content directly to end-users and B2B advertising services to government organisations and corporations

• Mobile applications for 2waytraffic formats (e.g. SMS Millionaire games)

• Projected growth area, significant portion of revenue from the US

Source: Company data, interviews; Note: table excludes $8.7MM of other revenues from Merchandising, Digital TV, and Music Publishing (8.2% of total revenue in 2008E)

Page 21: International Conference Television Update May 14, 2008

21

Financial Analysis: Sony Case

• Assumes flat performance of the TV format business and a significant reduction to Mobile and Participation Advertising businesses

• Synergies assumption: no synergies in 2008; revenue enhancement of 10% of the TV business revenues from 2009 onwards at a margin of 30%; no cost synergies

• Immediately accretive to Sony EBIT: Expected to provide EBIT after PPA of $5.1MM in CY 08 and $9.6MM in CY 09

After detailed due diligence, SPTI established an estimate of future performance

Projections, $000 Growth, %Year to 31 December CY 07E CY 08E CY 09E CY 10E 07/08 08/09 09/10Circa revenue 103,754 106,771 120,624 135,605 2.9% 13.0% 12.4%

Revenue Synergies 6,377 6,987 - - -Total Revenue 103,754 106,771 127,001 142,593 2.9% 18.9% 12.3%

Circa EBITDA 30,857 35,896 38,479 43,966 - - -Revenue synergies - 1,913 2,096 - - -Cost synergies - - - - - -

Total Recurring EBITDA 30,857 35,896 40,392 46,063 16.3% 12.5% 14.0%Margin, % 29.7% 33.6% 31.8% 32.3% - - -

Depreciation (896) (1,875) (1,794) (1,734) - - -Amortisation (28,964) (28,964) (28,964) (18,829) - - -

Total Recurring EBIT 998 5,058 9,634 25,500 407.1% 90.5% 164.7%Margin, % 1.0% 4.7% 7.6% 17.9% - - -

Net Interest (7,302) (6,108) (5,135) (3,767) - - -Profit Before Tax (incl. one-offs) (886) (5,104) 4,500 21,733 475.8% (188.2)% 383.0%Tax - - (1,575) (7,606) - - -Net Earnings (incl. one-offs) (886) (5,104) 2,925 14,126 475.8% (157.3)% 383.0%

Turn this into rev ebit line chart

Page 22: International Conference Television Update May 14, 2008

22

Sum-of-the-Parts Valuation

• Implied sum-of-the-parts Equity Value per share is 91p

The enterprise value of 2waytraffic is approx. $335MM, with 61% ascribed to the Millionaire franchise

OtherTV &

Ancillary

Call TV Participation Advertising

Group EV Net Debt(1)Mobile Content

Market Value

Implied Equity Value

19% premium to the current

market value

$204m

WWTBAM

$53m$19m

$16m$19m $0m

$334m $96m

$238m

$200m

Synergies

21% premium to the current

market value

$197m

Page 23: International Conference Television Update May 14, 2008

23

Operating Structure

(Other Business Co)

(SPTI Creative/Production)

2WayEntertainment

Sony/2waytraffic Operating

Committee/Board (tbd)

FORMATS / SALES / ANCILLARY EXPLOITATION

SPTI Formats + 2waytraffic TV formats (e.g. Millionaire)

Combined 2waytraffic/SPTI Sales Staff

2waytraffic Consumer Products / Interactive Media Staff

Marketing

Support Staff / Coordinators

FORMAT PRODUCTION / ACQUISITIONS

2waytraffic SOLUTIONS (Game software and hardware)

FLYING PRODUCERS

GRAPHICS PRODUCTION

PRODUCTION COORDINATOR / STAFF

SUPPORT

2WayEntertainment Creative

INTELLYGENTS HOLLAND

USUAL SUSPECTS

UK WWTBM Producer

STARLING /

SPTI FRANCE

SPTI SPAIN

NONSCRIPTED UNIT

TUVALU

HOLLAND

SPTI GERMANY

NONSCRIPTED UNIT

SPTI ITALY

NONSCRIPTED UNIT

SPTI RUSSIA

NONSCRIPTED UNIT

Cre

ati

ve

Co

mm

itte

e (

tbd

)

(Exploitation Co)(Creative /

Production Co)

SHINE UK

NONSCRIPTED FORMATS

Call TV

+

Call TV Formats

Participation Advertising

(USA)

Mobile Content

Dis

trib

uti

on

Arr

an

ge

me

nts

fo

r S

PT

I c

rea

ted

fo

rma

ts

Page 24: International Conference Television Update May 14, 2008

24

Potential Risks and Mitigators

RISKS MITIGATORS

Regulatory:

• Call TV under pressure in key markets • Revenue mix increasingly less dependent on traditional Call TV (less than 20%)

• Re-focus on emerging Call TV markets, such as Eastern Europe and China

• UK production arm could lose Qualified Independent Status after SPE acquisition

• Strength of Millionaire format expected to help overcome Independence concerns

Operational:

• New, untested business models do not perform as management expects, and/or Millionaire format loses appeal faster than expected

• Earn-outs provide some downside protection to SPTI• Management has strong track record in identifying

and exploiting new business opportunities

• Key management retention and incentivization • Attractive upside potential for management in case of over-performance

• Complex integration could cause delays and distraction

• Integration plan and operational responsibilities post-transaction will be agreed with 2waytraffic before deal closes

Page 25: International Conference Television Update May 14, 2008

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Embassy Row Pending Acquisition

Page 26: International Conference Television Update May 14, 2008

26

Deal RationaleCurrent SPE RelationshipHistory of Success

• Recent shows: Who Wants to be a Millionaire* Wife Swap* The Power of 10 on CBS The 9, online with Yahoo! Buzz Session with Yahoo! World Series of Pop Culture on

VH1 Grand Slam on GSN Chain Reaction on GSN Boy Meets Grill on

Food Network

• Projects in development: The Newlywed Game The Dating Game Pyramid Make My Day The Empire Red Versus Blue What Would Martha Do? Couples Dating Couples National Bible Championships

• SPE’s existing deal with Davies runs through Jan. 2, 2009

• During this term SPE: Funds $1.2MM of Embassy Row

overhead Recoups up to $600K in

Executive Producer (EP) Fees Receives all copyright to shows

created by ER Derives profits from its share of

format profits

• ER derives its profits from EP fees Mark-up on overhead charged to

shows Ongoing profit participation

• Embassy Row becomes the cornerstone of a domestic light entertainment business

• Creates Enterprise Value for SPE

• Expands the pipeline of formats for 2WayTraffic to distribute

• Acquisition creates a deeper relationship than the current term deal

Extends the relationship beyond the current term

Acquires ER’s existing profit streams

Aligns Davies’ incentives with our own

SPE plans to submit an LOI to acquire ER for $25MM - $75MM in total consideration

Note: * Not included in current deal

Embassy Row Overview

Page 27: International Conference Television Update May 14, 2008

27

• $25MM cash at close

• Up to $50MM of additional earn-outs

– Value of earn-outs would be calculated in Year 6 as: 7x (Average of Years 5-6 EBITDA) minus ($25MM)

• Earn-out payments would be made between Year 6 and Year 10

– 10% of the earn-out paid to employees end of Year 6

– 10% of earn-out paid to employees in Year 7

– 80% of earn-out paid to Davies over Years 6-10 if ER meets minimum EBITDA targets

– Earn-out payments can be accelerated if Davies exceeds EBITDA goals

Max Total Consideration: $75MM

PV(1) of Max Total Consideration: $41MM(1) - $45MM(2)

Note: (1) PV of up-front payment and maximum earn-outs fully vested in Years 6-10 at 16.5% discount rate

(2) PV of up-front payment and maximum earn-outs fully vested in Year 6 at 16.5% discount rate

Current Deal Structure

Page 28: International Conference Television Update May 14, 2008

28

($4.0)

($3.0)

($2.0)

($1.0)

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

Do

llars

in M

M

Davies Case Base Case

Davies Case ($1.0) ($2.2) $1.5 $3.6 $5.5

Base Case ($3.0) ($3.0) ($0.7) $1.5 $2.4

Note: * Excludes profits in Power of 10 already owned by SPT as a result of our existing term deal

EBIT Impact*

Page 29: International Conference Television Update May 14, 2008

29

Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes exit at 11x multiple (2) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18

Assumptions

• Slate: Industry pilot-to-pickup ratio w/the following pilots per

year – 2 network, 3 cable, 1 first-run and 1 acquired

• Power of 10: Includes incremental profits from Power of 10

• Format Profits: Format profits on P10 and 2 new series are at

slightly below the industry average ($3.0M)

• Local Production: Local production in the UK +$3M (for P10)

• Interactive Profit Growth Rate: Increased to 5%

NPV Impact

Incremental EBITDA: $21.0

Value of Exit (1): $16.1

Total Consideration: ($25.0)

Net Present Value (2): $12.2

P&L 1 2 3 4 5 6 7 8 9 10 Sum

Incremental EBITDA $1.4 $1.4 $3.7 $5.8 $6.7 $6.7 $6.7 $6.7 $6.7 $6.7 $52.8

Amortization ($4.4) ($4.4) ($4.4) ($4.4) ($4.4) $0.0 $0.0 $0.0 $0.0 $0.0 ($21.9)

EBIT ($3.0) ($3.0) ($0.7) $1.5 $2.4 $6.7 $6.7 $6.7 $6.7 $6.7 $30.9

EBITDA for Earnout Calc $1.0 $0.3 $3.3 $3.6 $2.5 $2.5 $2.5 $2.5 $2.5 $2.5 $23.4

NPV

Earn-Out (Cash Payments) $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

Incremental EBITDA $1.4 $1.4 $3.7 $5.8 $6.7 $6.7 $6.7 $6.7 $6.7 $6.7 $52.8

Terminal Value $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $74.2 $74.2

Sum for NPV Calculation $1.4 $1.4 $3.7 $5.8 $6.7 $6.7 $6.7 $6.7 $6.7 $80.9 $127.0

Base Case – Economic Impact

Page 30: International Conference Television Update May 14, 2008

30

RISKS MITIGATORS• Reality/game show genre may have saturated the

network/cable marketplace• Segment growth appears strong for the foreseeable

future • Michael Davies has a strong track record, reputation,

and relationships

• Complexity of coordinating development projects for Davies and other SPE organizations

• Close oversight and detailed integration plan for coordinating with 3rd party producers, 2waytraffic, and SPTI

• Davies must generate successful new shows or formats that travel well abroad

• Strong track record of success• Earn-out structure provides some protection

• Embassy Row must manage organizational growth • Michael Davies has successfully grown ER to date and will have additional resources from SPT

• Earn-out accounting and inter-company accounting must be aligned

• Well defined budgeting/greenlighting process with clear communication over where profits reside

Potential Risks and Mitigations

Page 31: International Conference Television Update May 14, 2008

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Additional Backup Slides

Page 32: International Conference Television Update May 14, 2008

32

Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes exit at 11x multiple (2) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18

P&L 1 2 3 4 5 6 7 8 9 10 Sum

Incremental EBITDA $1.4 $1.4 $3.7 $5.8 $6.7 $6.7 $6.7 $6.7 $6.7 $6.7 $52.8

Amort of Upfront ($4.4) ($4.4) ($4.4) ($4.4) ($4.4) $0.0 $0.0 $0.0 $0.0 $0.0 ($21.9)

Amort of Employee Pool $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

Amort of Remainder $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

EBIT ($3.0) ($3.0) ($0.7) $1.5 $2.4 $6.7 $6.7 $6.7 $6.7 $6.7 $30.9

EBITDA for Earnout Calc $1.0 $0.3 $3.3 $3.6 $2.5 $2.5 $2.5 $2.5 $2.5 $2.5 $23.4

NPV

Earn-Out (Cash Payments) $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0

Incremental EBITDA $1.4 $1.4 $3.7 $5.8 $6.7 $6.7 $6.7 $6.7 $6.7 $6.7 $52.8

Terminal Value $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $74.2 $74.2

Sum for NPV Calculation $1.4 $1.4 $3.7 $5.8 $6.7 $6.7 $6.7 $6.7 $6.7 $80.9 $127.0

NPV

Incremental EBITDA: $21.0

Value of Exit (1): $16.1

Total Consideration: ($25.0)

Net Present Value (2): $12.2

Nominal

EBITDA: $52.8

Terminal Value: $74.2

Total Consideration: ($25.0)

Consideration / EBITDA: 47%

Base Case – Economic Impact

Page 33: International Conference Television Update May 14, 2008

33

Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes exit at 11x multiple (2) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18

P&L 1 2 3 4 5 6 7 8 9 10 Sum

Incremental EBITDA $3.4 $6.0 $11.4 $14.4 $17.3 $17.3 $17.3 $17.3 $17.3 $17.3 $139.2

Amort of Upfront ($4.4) ($4.4) ($4.4) ($4.4) ($4.4) $0.0 $0.0 $0.0 $0.0 $0.0 ($21.9)

Amort of Employee Pool $0.0 ($2.0) ($2.0) ($2.0) ($2.0) ($2.0) $0.0 $0.0 $0.0 $0.0 ($10.0)

Amort of Remainder $0.0 ($1.9) ($3.6) ($4.5) ($5.4) ($4.9) ($4.9) ($4.9) ($4.9) ($4.9) ($40.0)

EBIT ($1.0) ($2.2) $1.5 $3.6 $5.5 $10.4 $12.4 $12.4 $12.4 $12.4 $67.3

EBITDA for Earnout Calc $3.4 $6.0 $8.3 $10.5 $12.6 $12.6 $12.6 $12.6 $12.6 $12.6 $103.8

NPV

Earn-Out (Cash Payments) $0.0 $0.0 $0.0 $0.0 $0.0 ($14.1) ($12.7) ($7.7) ($7.7) ($7.7) ($50.0)

Incremental EBITDA $3.4 $6.0 $11.4 $14.4 $17.3 $17.3 $17.3 $17.3 $17.3 $17.3 $139.2

Terminal Value $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $190.6 $190.6

Sum for NPV Calculation $3.4 $6.0 $11.4 $14.4 $17.3 $3.2 $4.6 $9.6 $9.6 $200.2 $279.8

NPV

Incremental EBITDA: $56.6

Value of Exit (1): $41.4

Total Consideration: ($40.9)

Net Present Value (2): $57.1

Nominal

EBITDA: $139.2

Terminal Value: $190.6

Total Consideration: ($75.0)

Consideration / EBITDA: 54%

Davies Case – Economic Impact