international conference television update may 14, 2008
TRANSCRIPT
International ConferenceTelevision 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.
3
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
4
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.
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.
6
SPT Program Lineup
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
8
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
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)
10
#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
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
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
13
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
14
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
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
16
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”
17
2waytraffic Pending Acquisition
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.
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
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)
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
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
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
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
25
Embassy Row Pending Acquisition
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
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
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*
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
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
31
Additional Backup Slides
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
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