Investor Presentation June 2019 Disclaimer and Forward-Looking - - PowerPoint PPT Presentation

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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


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Investor Presentation

June 2019

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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 this presentation, nor does this presentation constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein within the United States. No securities commission or similar authority in Canada has reviewed or in any way passed upon this presentation or the merits of the securities described herein and any representation to the contrary is an offence. Forward-Looking Statements This presentation may include forward-looking statements. All such statements constitute forward looking information within the meaning of securities law and are made pursuant to the “safe harbour” provisions of applicable securities laws. Forward-looking statements may include, but are not limited to, statements about anticipated future events or results including comments with respect to the Company’s objectives and priorities for 2019 and beyond, and strategies or further actions with respect to the Company, its business operations, financial performance and condition. Forward-looking statements are statements that are predictive in nature, depend upon or refer to future events or conditions and are identified by words such as “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions concerning matters that are not historical facts. Such statements are based on current expectations of the Company’s management and inherently involve numerous risks and uncertainties, known and unknown, including economic factors. In particular, the statements set out in the Outlook section of this press release regarding our expected Adjusted EBITDA for the year ending December 31, 2019, our expected financial performance for the remainder of 2019 and our expectations regarding the performance of our production and distribution segments for the remainder of 2019, constitute forward-looking statements. These statements are based on management’s current strategies, assumptions concerning growth and assessment of the outlook for the business. In particular, such statements assume that: (i) our production companies will continue to develop, produce and deliver successful productions in a manner consistent with past experience and on expected delivery schedules as outlined under “Outlook” in the press release; (ii) the product mix of the Company’s revenues will continue to be skewed towards higher margin titles; (iii) we will continue to acquire and distribute content in a manner consistent with past experience; (iv) our operating and overhead costs will be within budget; and (v) that the companies we have acquired will meet or exceed our performance expectations. We consider the foregoing assumptions to be reasonable in the circumstances given the time period for such outlook. However, readers are cautioned that KEW’s actual results may vary from these forward-looking statements and that variation could be material. The forward-looking information contained in this news release is presented for the purpose of assisting readers in understanding the Company’s business and strategic priorities and objectives as at the periods indicated and may not be appropriate for other purposes. A number of risks, uncertainties and other factors may cause actual results to differ materially from the forward-looking statements contained in this news release, including, among other factors, those referenced in the section entitled “Risk Factors” in the Company’s annual information form for the year ended December 31, 2018, a copy of which is available on the SEDAR website at www.sedar.com under the Company’s profile. In particular, KEW’s results of operations fluctuate significantly quarter to quarter depending on the number and timing of content delivered or made available to various media. As in past years, KEW anticipates that its 2019 financial results will be heavily weighted in the fourth quarter and as a result, KEW may not have visibility on its ability to meet the 2019 guidance until the end of the fourth quarter of 2019. Forward-looking statements contained in this news release are not guarantees of future performance and, while forward-looking statements are based on certain assumptions that the Company considers reasonable, actual events and results could differ materially from those expressed or implied by forward-looking statements. Readers are cautioned to consider these and other factors carefully when making decisions with respect to the Company and not place undue reliance on forward-looking statements. Circumstances affecting the Company may change rapidly. Except as may be expressly required by applicable law, KEW does not undertake any
  • bligation to update publicly or revise any such forward-looking statements, and as a result of new information, future events or otherwise.
Non-IFRS Measures This news release contains references to certain measures that do not have a standardized meaning under International Financial Reporting Standards (“IFRS”) as prescribed by the International Accounting Standards Board and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing a further understanding of operations from management’s perspective. Accordingly, non-IFRS measures should not be considered in isolation nor as a substitute for analysis of financial information reported under IFRS. This news release makes reference to Gross Profit, Gross Profit Margin, Adjusted Net Income, Adjusted EBITDA, Free Cash Flow, Net debt, and Adjusted Net Debt, each of which is a non-IFRS financial measure. The Company believes these non- IFRS financial measures are frequently used by securities analysts, investors and other interested parties as measures of financial performance and it is therefore helpful to provide supplemental measures of operating performance and thus highlight trends that may not otherwise be apparent when relying solely on IFRS financial measures. The Company’s definitions of non-IFRS financial measures are as follows:
  • Gross Profit is revenue less cost of sales.
  • Gross Profit Margin is gross profit as a percentage of revenue.
  • Adjusted Net Income is Income (Loss) before income tax recovery then includes add-back adjustments for items such as transaction costs, reorganization and exceptional costs, share-based compensation, deferred
compensation, other intangibles amortization, gain on change in fair value of financial liabilities, and (gain) loss on sale of subsidiary.
  • Adjusted EBITDA is also provided to better analyze trends in performance and present a truer economic representation on a comparative basis. Adjusted EBITDA is Adjusted Net Income including additional add-
back adjustments for Interest Expense, net of Interest Income, Depreciation and any non-cash amortization (to the extent not added back to Adjusted Net Income).
  • Free Cash Flow is Adjusted EBITDA adjusted for additions to Property and Equipment, Interest and cash taxes.
  • Adjusted Free Cash Flow is Free Cash Flow adjusted for additions to film and television rights, net of amortization.
  • Adjusted Net Income after tax is adjusted net income less income tax recovery.
  • Adjusted Net Debt is Net Debt less intra-group interim production financing and adjusted for the impact of foreign exchange
  • Adjusted Earnings Per Share is Adjusted Net Income divided by weighted average number of common shares in the capital of the Company
Please see the Company’s management’s discussion and analysis for the three months ended March 31, 2019 for a detailed description of these measures and a reconciliation of these measures to the nearest IFRS measure.
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Company Overview

Egypt’s Unexplained Files TCB Media Rights

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Introduction to KEW Media Group

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

13 2,200+ 5 2

COMPANY OVERVIEW

$76.2 million 2018 Gross Profit, or Gross Profit Margin of 34.0% KPI due to diverse product range

$76.2M

1

14,000+

Over 14,000 total library content hours

1) Gross Profit is revenue less cost of sales.

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Our Team

COMPANY OVERVIEW

Steven Silver

CEO & Director

Erick Kwak

EVP, Business and Legal Affairs

Geoff Webb

Chief Financial Officer

Peter Sussman

Chairman & Director

  • Co-founder, Blue Ice Group
  • President, Barna-Alper Productions
  • Inc. prior to its sale to eOne
  • Head of Factual Entertainment,

eOne Julie Bristow Dave Fleck Maish Kagan Patrice Merrin Stephen Pincus John Schmidt Mark Segal Nancy Tellem

  • 30+ years in finance, production and

distribution of content

  • Launched CSI franchise (CBS)
  • Co-founder, Aver Media Finance
  • Was Co-controlling shareholder of

Alliance Atlantis and CEO of its Entertainment Group

  • Joined Content Media Company

(CMC) in 2003

  • CFO and Company Secretary of CMC

from 2004-2017

  • Executive Vice President of Legal

and Business Affairs at CMC

  • Executive Vice President at

Franchise Pictures and Associate at Proskauer Rose LLP

Officers & Directors Additional Directors

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Industry Overview

The Inventor: Out for Blood in Silicon Valley Jigsaw Productions for HBO

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English Language Entertainment

INDUSTRY OVERVIEW

Fragmentation = Acquisition Opportunities

+ ~500 Smaller Companies Independents (aka Super Indies) Studios and Global Streamers

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Demand for Content is Soaring

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

  • KEW is well positioned to benefit from the increasing demand and capital being spent on content
  • Growth in demand across all viewing platforms continues to reinforce the value of owning content
  • KEW is an agnostic provider of content to existing and new platforms

Predominantly broadcast and basic cable networks

Proliferation of Content Distribution Services Across All Platforms

Pre 2000 2000s Today Future

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Why Do Companies Partner With KEW?

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

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Investment Highlights

Murder in Amish Country Our House Media and Kew Media Distribution

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Investment Highlights

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

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Salt, Fat, Acid, Heat Jigsaw Productions for Netflix

Segment Highlights

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Business Segments

Our combination of production and distribution creates unparalleled deal sophistication with an international network

  • Sales of in-house and third

party content

  • Direct sales to buyers

Distribution Direct sales to third parties and sales through KEW platforms

Architect Films

Production1

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

KEW’s Extensive Content

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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Strong Growth in Content

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

  • rganic growth and

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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Distribution

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.

  • Most independent, English-

speaking distributors are based in the UK

  • Our two distribution

platforms, Kew Media Distribution (KMD) and TCB Media Rights (TCB), broaden our profile

  • KMD: scripted content

and premium documentaries

  • TCB: mass audience,

unscripted content

  • Access every viewing

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

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Growth Strategies

Baroness Von Sketch Show Frantic Films for CBC

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Organic Growth Drivers

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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Recent Highlights

Leaving Neverland

KMD distributes to 190+ countries worldwide

Dance Moms

Returns for 8th season, totaling

  • ver 200 hours of content

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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Acquisition-Led Growth Opportunities

We perceive significant consolidation potential in a fragmented market

  • Continue to execute on transactions at attractive

valuations to fuel content and distribution capacity for further growth Near-Term

World’s Most Incredible Hotels TCB Media Rights

Long-Term

  • As KEW grows and increases in scale, larger

acquisitions can be targeted, resulting in accelerated growth

  • Diversify assets with talent management,

branded entertainment and digital content

  • Deep industry knowledge and relationships

position KEW for attractive transformative

  • pportunities

GROWTH STRATEGIES

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Most Recent Joint Venture: Two Rivers Media

Demonstrates the continued expansion of KEW’s international footprint

  • Based in Scotland and formed by renowned industry executive Alan

Clements, formerly head of STV productions, Scotland’s largest production company

  • Co-shareholders: Channel 4 and Sir Angus Grossart

About Two Rivers KEW Benefits

  • Produces a diverse slate of content including factual, entertainment shows

and scripted

  • Already in production on its first commission, Children of the Devolution
  • Investment not seen as material
  • Retains option to acquire controlling stake

GROWTH STRATEGIES

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Future Growth Road Map

Short-Term Objectives Medium/Long-Term Objectives

  • New orders across Group ProdCos
  • Add distribution titles
  • Sell from deep library
  • Maximize customer reach and
  • perating efficiencies from

enhanced scale

  • Share formats and production /

distribution opportunities across the Group

  • Smaller accretive acquisitions
  • Acquire companies to leverage

platform synergies

KEW is uniquely positioned to develop as a major super- independent and industry consolidator

  • Multi-episodic productions,

particularly scripted

  • Large format hits across the Group
  • Maximize opportunities to capture

revenue throughout the value chain via enhanced geographic and vertical integration

  • Acquire larger, international

businesses to build global production platform – The best Super Indie

  • Acquire businesses that enhance

vertical integration and synergies

  • Create platform conducive to

development of ‘home runs’ – long- running, multi-episodic programming

GROWTH STRATEGIES

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Financial Highlights

Line of Duty Kew Media Distribution for BBC One

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Key Financial Metrics

Q1 2019 Revenue of $52.0 million, an increase

  • f 30.7% year-over-year

As of 3/31/19, Cash and Equivalents

  • f $23.6 million and

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

  • basis. Adjusted EBITDA includes the add-backs made to calculate the Adjusted Net Income and additional add-backs for interest expense, net of interest income, depreciation and any non-cash amortization (to

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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Q1 2019 Financial Highlights

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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Strong Historical Growth

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

  • KEW remains focused on

contributing higher margin titles in its product mix of its revenues

  • KEW’s results in any given

quarter or year can be affected by seasonality and/or specific product delivery timing

  • Typically, production occurs
  • ver the summer and starts

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

  • f interest income, depreciation and any non-cash amortization (to the extent not added to Adjusted Net Income). See “Non-IFRS Measures” and “Forward-Looking Statements”

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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Balance Sheet and Free Cash Flow

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.

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Cardinal Sienna Films for CTV and BBC Four

Appendix

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Adjusted EBITDA and Free Cash Flow

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

  • (315)

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

  • FCF before movements in working capital

(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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Historical Reconciliations

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