Investor Presentation
June 2019
Investor Presentation June 2019 Disclaimer and Forward-Looking - - PowerPoint PPT Presentation
Investor Presentation June 2019 Disclaimer and Forward-Looking Statements Disclaimer This presentation is not, and under no circumstances is to be construed as, an advertisement or a public offering in Canada of the securities referred to in
Investor Presentation
June 2019
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Egypt’s Unexplained Files TCB Media Rights
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Two leading distribution platforms: Kew Media Distribution and TCB Media Rights Thirteen best-in-class production companies Five primary offices in London, Los Angeles, New York, Sydney, and Toronto Over 2,200 hours of content commercialized in 2018
We are a leading content company that produces and distributes multi-genre content worldwide
COMPANY OVERVIEW
$76.2 million 2018 Gross Profit, or Gross Profit Margin of 34.0% KPI due to diverse product range
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Over 14,000 total library content hours
1) Gross Profit is revenue less cost of sales.
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COMPANY OVERVIEW
Steven Silver
CEO & Director
Erick Kwak
EVP, Business and Legal Affairs
Geoff Webb
Chief Financial Officer
Peter Sussman
Chairman & Director
eOne Julie Bristow Dave Fleck Maish Kagan Patrice Merrin Stephen Pincus John Schmidt Mark Segal Nancy Tellem
distribution of content
Alliance Atlantis and CEO of its Entertainment Group
(CMC) in 2003
from 2004-2017
and Business Affairs at CMC
Franchise Pictures and Associate at Proskauer Rose LLP
Officers & Directors Additional Directors
The Inventor: Out for Blood in Silicon Valley Jigsaw Productions for HBO
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INDUSTRY OVERVIEW
Fragmentation = Acquisition Opportunities
+ ~500 Smaller Companies Independents (aka Super Indies) Studios and Global Streamers
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INDUSTRY OVERVIEW Advent of premium cable network original programming Huge appetite for original series and TV content across all platforms: broadcast, basic & premium cable, digital and OTT New streaming options recently announced and/or launched in an already crowded market
Predominantly broadcast and basic cable networks
Proliferation of Content Distribution Services Across All Platforms
Pre 2000 2000s Today Future
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KEW is an “acquirer-of-choice" for the large universe of content companies and adjacent business lines
Access to best practices Minimal bureaucracy Experienced and committed management team Equity participation at discount to larger peers Independence Opportunity to get in on the ground of emerging “Super Indie”
Tea with the Dames Kew Media Distribution
INDUSTRY OVERVIEW
Founder-led
Murder in Amish Country Our House Media and Kew Media Distribution
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Experienced and committed management team & board of directors Compelling industry fundamentals driven by growing demand for content Growing international footprint Attractive organic growth opportunities focused on high- quality content Strong financial performance Acquisition-driven growth & continued roll-up strategy
INVESTMENT HIGHLIGHTS
Salt, Fat, Acid, Heat Jigsaw Productions for Netflix
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Our combination of production and distribution creates unparalleled deal sophistication with an international network
party content
Distribution Direct sales to third parties and sales through KEW platforms
Architect FilmsProduction1
1) Please see 2018 Annual Information Form filed on SEDAR for details about these companies.
SEGMENT HIGHLIGHTS
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Non-Scripted High-End Documentary Scripted Digital Feature Film Family Live Events
LEAVING NEVERLAND
Over 14,000 hours of content with audiences in almost every country and platform worldwide
Our IP library covers a broad range of market segments
SEGMENT HIGHLIGHTS
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3,100 4,100 4,900 6,000 10,000+ 14,000+
2,000 4,000 6,000 8,000 10,000 12,000 14,000
2013 2014 2015 2016 2017 2018
Since 2013, KEW’s library has grown more than 4x through
acquisitions
Total Pro Forma Library Content Hours1
SEGMENT HIGHLIGHTS
1) Represents combined total content hours distributed, owned or produced by Kew Media Distribution (and including Architect, BGM, Campfire, Collins Avenue, Frantic, Jigsaw, MHQ, OHM, and Spirit). Also includes the libraries of Sienna and TCB, which were acquired in late 2017. See ‘Disclaimer and Forward-Looking Statements.’
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Source: Broadcast Distributors Survey 2018. Note: All figures are for year ending 31 March 2018 unless otherwise stated. (1) Turnover for All3Media International, Cake, DLT Entertainment, DRG, Drive, Endemol Shine International, Fremantle, Hat Trick International, ITV Studios Global Entertainment and Kew Media Distribution is to 31 December 2017 (previous year is to 31 December 2016); (2) Turnover for Sky Vision is to 30 June 2018; (3) Turnover for Cineflix Rights is to 30 September 2017; (4) Turnover for Passion Distribution is a forecast to 30 September 2018; (5) Turnover for Avalon Distribution is to 30 June 2017.
speaking distributors are based in the UK
platforms, Kew Media Distribution (KMD) and TCB Media Rights (TCB), broaden our profile
and premium documentaries
unscripted content
platform worldwide
TOP INDEPENDENT DISTRIBUTORS
Rank Company Distribution turnover to 4/2018 1 BBC Studios £422.8m 2 eOne Television International £253.4m 3 Endemol Shine International £235.3m 4 Fremantle £230.1m 5 ITV Studios GE £187m 6 All3Media International £92.8m 7 Sky Vision £73.9m 8 Cineflix Rights £54.3m
9 Kew Media Distribution £42.6m
10 DRG £25m
11 TCB Media Rights £19.5m
12 TVF International £13.9m 13 Passion Distribution £13.7m 14 Beyond Distribution £13.4m 15 Cake £9.14m
SEGMENT HIGHLIGHTS
£62.1m
Baroness Von Sketch Show Frantic Films for CBC
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Smaller independent production companies have limited relationships and limited access to buyers Production companies within KEW have much broader access to the universe of buyers Less revenue capture with more distribution fees going to third parties Size and scale allow for higher retention of end revenue inside the group
#1: Scale #2: Distribution
KEW Model Traditional Model
IP potential stifled by lack of capital and lack of resources inside smaller companies KEW’s access to capital and new channels helps exploit IP and grow brand value
#3: IP Library
GROWTH STRATEGIES
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Leaving Neverland
KMD distributes to 190+ countries worldwide
Dance Moms
Returns for 8th season, totaling
The Inventor: Out for Blood in Silicon Valley
Alex Gibney on Elizabeth Holmes and the Theranos scandal
Viacom Channel 5
KMD entered partnership deal for a range of drama projects over the next 3 years, including Clink and Cold Call
Line of Duty
KMD-distributed. BBC One’s most-watched show of 2019. Season 6 commissioned
Dirty Money
This Jigsaw production premiered on Netflix to rave reviews, and a second season is expected
GROWTH STRATEGIES
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We perceive significant consolidation potential in a fragmented market
valuations to fuel content and distribution capacity for further growth Near-Term
World’s Most Incredible Hotels TCB Media Rights
Long-Term
acquisitions can be targeted, resulting in accelerated growth
branded entertainment and digital content
position KEW for attractive transformative
GROWTH STRATEGIES
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Demonstrates the continued expansion of KEW’s international footprint
Clements, formerly head of STV productions, Scotland’s largest production company
About Two Rivers KEW Benefits
and scripted
GROWTH STRATEGIES
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Short-Term Objectives Medium/Long-Term Objectives
enhanced scale
distribution opportunities across the Group
platform synergies
KEW is uniquely positioned to develop as a major super- independent and industry consolidator
particularly scripted
revenue throughout the value chain via enhanced geographic and vertical integration
businesses to build global production platform – The best Super Indie
vertical integration and synergies
development of ‘home runs’ – long- running, multi-episodic programming
GROWTH STRATEGIES
Line of Duty Kew Media Distribution for BBC One
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Q1 2019 Revenue of $52.0 million, an increase
As of 3/31/19, Cash and Equivalents
Adjusted Net Debt2 of $84.7 million As of 3/31/19, Free Cash Flow3 of ($2.0 million) Q1 2019 Gross Profit of $14.0 million1, or Gross Profit Margin of 26.9% Adjusted EBITDA4 organic growth of mid to high single digit percentage over the annualized PF Adjusted EBITDA of $31.9 million5
FINANCIAL HIGHLIGHTS
STEADY REVENUE GROWTH STRONG GROSS PROFIT MARGINS STABLE CAPITAL STRUCTURE CASH GENERATION 2019 GUIDANCE
1) Gross Profit is revenue less cost of sales. 2) Adjusted Net Debt is Net Debt less interim production loans provided by KEW MEDIA treasury less effect of foreign exchange movements. See “Non-IFRS Measures” and “Forward-Looking Statements.” 3) Free Cash Flow is Adjusted EBITDA adjusted for additions to Property and Equipment, Interest and cash taxes. 4) Adjusted EBITDA is EBITDA excluding certain items to better analyze trends in performance and after non-controlling interests. These adjustments result in a truer economic representation on a comparative
the extent not added to Adjusted Net Income). See “Non-IFRS Measures” and “Forward-Looking Statements” 5) 2018 Pro forma Adjusted EBITDA is $31.9 million, being the 2018 Adjusted EBITDA of $26.9 million plus an additional approximate $5 million from the period January 1, 2018 to the date of acquisition to reflect a full year’s results of Essential
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FINANCIAL HIGHLIGHTS
Financial Highlights Revenue $52.0 million Gross Profit $14.1 million Adjusted EBITDA1 ($0.1 million) Net Loss ($7.9 million) Adjusted Net Loss ($3.2 million) Adjusted Earnings (Loss) Per Share ($0.24 per share) SEGMENTED RESULTS PRODUCTION DISTRIBUTION Revenue $33.5 million $18.5 million Gross Profit $9.0 million $5.0 million
1) Adjusted EBITDA is a non-IFRS measure. See “Disclaimer” and “Forward-Looking Statements.”
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FINANCIAL HIGHLIGHTS
2019 Adjusted EBITDA1 organic growth of mid to high single digit percentage over the annualized Pro forma Adjusted EBITDA of $31.9 million
contributing higher margin titles in its product mix of its revenues
quarter or year can be affected by seasonality and/or specific product delivery timing
delivering in the fall and winter months
$12.9 $14.9 $19.7 $31.93
2015 2016 2017 2018
Pro-Forma Adjusted EBITDA ($M)2
1) Adjusted EBITDA is EBITDA excluding certain items to better analyze trends in performance and after non-controlling interests. These adjustments result in a truer economic representation on a comparative basis. Adjusted EBITDA includes the add-backs made to calculate the Adjusted Net Income and additional add-backs for interest expense, net
below in this press release. See 'Disclaimer and Forward-Looking Statements'. 2) All figures are pro-forma for the entities included in the qualifying acquisition, but are only valid from the date of acquisition and forward for TCB, Sienna and Essential. 3) Pro-forma Adjusted EBITDA is $31.9 million, being the FY18 $26.5 million Adjusted EBITDA of $26.9 million plus an additional approximate $5 million from the period January 1, 2018 to the date of acquisition to reflect a full year’s results of Essential Media Group
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FINANCIAL HIGHLIGHTS
AS OF MARCH 31, 2019 Cash and Equivalents $23.6 million Net Debt1 $103.9 million Adjusted Net Debt2 $84.7 million Adjusted Net Debt to Pro forma 2018 Adjusted EBITDA3 2.7:1 Free Cash Flow Before Working Capital4 ($3.0 million) Free Cash Flow After Working Capital4 $6.2 million Free Cash Flow After Investment in Film & TV4 ($2.0 million)
Strong balance sheet provides financial flexibility to pursue continued growth through acquisitions
1) Net Debt is debt less any cash and cash equivalent balances. 2) Adjusted Net Debt is Net Debt less interim production loans provided by KEW MEDIA treasury less effect of foreign exchange movements. See “Non-IFRS Measures” and “Forward- Looking Statements.” 3) Pro-forma 2018 Adjusted EBITDA is $31.9 million, being the FY18 $26.5 million Adjusted EBITDA of $26.9 million plus an additional approximate $5 million from the period January 1, 2018 to the date of acquisition to reflect a full year’s results of Essential Media Group. 4) Free Cash Flow is Adjusted EBITDA adjusted for additions to Property and Equipment, Interest and cash taxes. Please refer to the Appendix for reconciliation of Adjusted FCF.
Cardinal Sienna Films for CTV and BBC Four
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Three months ended 3/31/2019 Three months ended 3/31/2018 Total revenue 52,001 39,782 Total gross profit 14,006 12,800 Gross profit margin 26.9% 32.2% Production and distribution G&A(1) 11,744 8,622 Corporate G&A 2,312 1,922 Adjusted net income before certain items (3,243) 2,474 Revenue % N.M. 6.2% Gross profit % N.M. 19.3% Less: Non-controlling interest in EBITDA (760) (733) Add: Corporate reorganization costs
Add: Exceptional costs (664) (639) Adjusted EBITDA (146) 2,477 Additions to property and equipment (372) (216) Interest (2,5 01) (1,158) Cash taxes
(3,019) 1,103 Net change in working capital 9,182 (3,166) FCF after movements in working capital 6,163 (2,063) Additions to film and television rights net of amortisation (8,134) (121) Adjusted FCF (1,971) (2,184)
1) G&A means general and administrative expenses.
APPENDIX
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APPENDIX
($000s) PF 2015 PF 2016 Net income attributable to owners of the Parent 961 (6,781) Provision for income taxes (recovery) (434) 753 Interest and finance costs 3,472 2,968 Depreciation and amortization 816 1,545 Share-based compensation expense 1,128 1,162 Non-recurring items 1,936 11,313 Estimated acquired library amortization 2,749 2,321 Annual run rate synergies 2,300 2,300 Non-controlling interests 3,212 2,881 KEW Adjusted EBITDA (Incl. Non-controlling interest) 16,140 18,462 Non-controlling interests EBITDA (3,212) (3,572) KEW Adjusted EBITDA 12,927 14,890 ($000s) PF 2017 Net income attributable to owners of the Parent (16,140) Provision for income taxes (recovery) 197 Interest and finance costs 3,733 Depreciation and amortization 1,099 Share-based compensation expense 4,304 Non-recurring items 19,918 Acquired intangible amortization 7,347 (Gain) / Loss on change in fair value of financial liabilities (560) Non-controlling interests 2,384 KEW Adjusted EBITDA (Incl. Non-controlling interest) 22,281 Non-controlling interests EBITDA (2,573) KEW Adjusted EBITDA 19,708 ($000s) PF 2018 Net income attributable to owners of the Parent 4,015 Gain on disposal of subsidiary (958) Provision for income taxes (recovery) (2,622) Interest and finance costs 6,124 Depreciation and amortization 1,190 Deferred compensation 4,220 Transaction cost 3,331 Share-based compensation expense 1,999 Non-recurring items 3,498 Acquired intangible amortization 10,638 Fair Value Adjustment on Contingent Consideration (3,926) Non-controlling interests 248 KEW Adjusted EBITDA (Incl. Non-controlling interest) 27,758 Non-controlling interests EBITDA (887) KEW Adjusted EBITDA 26,871 Essential Pro forma EBITDA 5,000 KEW Adjusted Pro forma EBITDA 31,871