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

investor presentation
SMART_READER_LITE
LIVE PREVIEW

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

Investor Presentation May 2019 Disclaimer and Forward-Looking Statements Disclaimer This presenta t ion is no t , a nd under no circumstance s is to be const r ued a s, an adver tise me nt or a public o fferinginCanada of these


slide-1
SLIDE 1

Investor Presentation

May 2019

slide-2
SLIDE 2

2

Disclaimer and Forward-Looking Statements

Disclaimer This presenta t ion is no t , a nd under no circumstance s is to be const r ued a s, an adver tise me nt or a public o fferinginCanada of these curitie s re ferredt ointhis pre se nt a tio n, nor doe s this pre se nt a tio n constitute an o ffert osell or a solicita t ion o f an offert o buy any o f t hese curitie s de scr ibed hereinw ithintheUnited St a t es. No securitie s co mmission orsimilar aut horit y inCanada has re vie wed or in anyw ay passed upo nt his present a tion ort he mer its o f t he securities described herein and any representa tiontothe contrary is anoffence. Forward-Looking Statements This presentation may include fo rward-looking statements. All such stateme nts constitute forward loo king information within the meaning of securities la w and are made pursuant to the “safe harbour” provisions of applicable securities laws. Forward-looking statements may include, but are no t limited to, sta tements about anticipated future events or r esults including comments with respect to the Company’s objectives and priorities for 2019 and beyond, and st rategies or further actions with respect to the Company, its business operations, financial performance and conditio

  • n. For

ward-lo

  • king sta

tements are sta tements that are predictive in na ture, depend upon o r refer t o future events or co nditions and are identified by words such as “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions concerning ma tters tha t are not historical facts. Such st atements are based on current expectations of the Company’s management and inhe rently invo lve numerous risks and uncer taintie s, kno wn and unkno wn, including e conomic factors. In part icular, the sta tements se t out in the Outlook sectio n of this press rele ase regarding our expected Adjusted EBITDA forthe year ending December 31, 2019, our expected financial performance fo r the remainder of 2019 and our expect ations regarding the performance

  • f o

ur production and distribution segments for the remainder of 2019, constitute for ward-looking state

  • ments. These statements are based on management’s current

st rategies, assumptions concerning gro wth and assessment o f the outlook for the business. In particular, such stateme nts assume that: (i) our production co mpanies will co ntinue to develop, produce and deliver successful product ions in a manner co nsistent with past e xperience and on expected delivery schedules as outlined under “Outlo

  • k” in

the press release; (ii) the product mix of the Company’s revenues will continue to be skewe d t ow ards higher margin titles; (iii) we will co ntinue to acquire and distribute content in a manner co nsistent with past e xperience; (iv) our operating and ove rhead costs will be within budget; and (v) tha t the companies we have acquired will meet or excee d our performance expectations. We co nsider the foregoing assumptions to be reaso nable in the circumstances given the time period for such outlook. Ho wever, readers are cautioned tha t K EW ’s actual results may vary from these for ward-looking state ments and that variation co uld be ma

  • terial. The fo

rward-looking informa tion contained in this news release is presente d for the purpose o f assisting readers in underst anding the Company’s business and strategic priorities and objectives as at the periods indicate d and may not be appropriate for o ther purposes. A number of risks, uncertainties and o ther factors may cause actual result s to differ materially from the for ward-lo

  • king sta

tements contained in this ne ws release, including, among o ther facto rs, tho se referenced in the section entitled “Risk Factors” in the Company’s annual info rma tion fo r m fo r t he year ended December 31, 2018, a copy of which is available o n the SEDAR website a t www.sedar.com under the Co mpany’s profile. In particular, KE W’s results o f operations fluctua te significantly quarter to quarter depending on t he number and timing of co ntent delivered or made available to various media. As in past years, KE W anticipate s that its 2019 financial results will be he avily weighted in the fourth quarter and as a result, KE W may not have visibility on its ability to mee t the 2019 guidance until the end of the fo urth quarter of 2019. Forw ard-looking statements contained in this ne ws release are not guarantee s of future performance and, while for ward-lo

  • king sta

tements are base d on cer tain assumptions that the Co mpany considers reasonable, actual event s and results could differ mate rially from those e xpressed or implied by for ward-lo

  • king sta
  • tements. Re

aders are cautio ned to consider these and o ther factors carefully when making decisions with respect to the Company and not place undue reliance

  • n for

ward-looking stateme

  • nts. Circumstances affecting

the Company may change rapidly. Except as may be expressly required by applicable la w, KE W does not undertake any

  • bligat ion

to update publicly or revise any such for ward-lo

  • king sta

tements, and as a result of ne w information, future events or o ther wise . Non-IFRS Measures This news release contains refe rences to cer tain measures that do no t have a standardized meaning under Interna tional Financial Reporting Standards (“IFRS”) as prescribed by the Interna tional Accounting Standards Board and are t herefore unlikely to be comparable to similar me asures presented by other companies. Ra ther, these measures are provided as additional info rma tion to complement IFRS me asures by providing a fur ther underst anding 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 repor ted under IFRS. This ne ws relea se makes reference to Gross Profit, Gross Profit Margin, Adjusted Ne t Income, Adjusted EBITDA, Free Cash Flo w, Net deb t, and Adjuste d Net Debt, each of which is a non-IFRS financial measure. The Co mpany believes these no n- 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 no t otherwise be apparent when relying so lely on IFRS financial measures. The Company’s definitions of non-IFRS financial measures are as follo ws:

  • Gross Profit is revenue le

ss cost o f sales.

  • Gross Profit

Margin is gross profit as a percentage of revenue .

  • Adjust ed Net Income is

Income (Loss) before income tax reco ve ry then includes add-back adjustments for items such as transaction costs, reorganiza tion and exce ptio nal co sts, share-based compensa tion, defe rred compensation, o ther intangibles amortization, gain o n change in fair value o f financial liabilities, and (gain) lo ss on sale of subsidiary.

  • Adjust ed EBITDA is also provided to be

tte r analyze trends in performance and present a truer eco nomic representatio n on a comparative basis. Adjusted EBITDA is Adjusted Net Income including additional add- back adjust ments for Interest Expense, ne t of Interest Inco me , Depreciation and any non-cash amor tization (to the extent not added back to Adjusted Net Income).

  • Free Cash Flow is Adjusted EBITDA adjusted for additions

to Proper ty and Equipment, Interest and cash taxes.

  • Adjust ed Free Cash Flo

w is Free Cash Flo w adjusted for additions to film and tele vision rights, net of amortizatio n.

  • Adjust ed Net Income after tax is adjusted ne

t income less income tax recovery.

  • Adjust ed Net Deb

t is Net Deb t less intra-group interim production financing and adjusted for the impact of foreign exchange

  • Adjust ed Earnings Per Share is Adjusted Ne

t Income divided by weighted average number of co mmon shares in the capital o f the Company Please see the Company’s manageme nt’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.

slide-3
SLIDE 3

Company Overview

Egypt’s Unexplained Files TCB Media Rights

slide-4
SLIDE 4

4

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 totallibrary content hours

1) Gross Profit is rev enue less cost of sales.

slide-5
SLIDE 5

5

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

slide-6
SLIDE 6

Industry Overview

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

slide-7
SLIDE 7

7

English Language Entertainment

INDUSTRY OVERVIEW

Fragmentation = Acquisition Opportunities

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

slide-8
SLIDE 8

8

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

slide-9
SLIDE 9

9

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

slide-10
SLIDE 10

Investment Highlights

Murder in Amish Country Our House Media and Kew Media Distribution

slide-11
SLIDE 11

11

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

slide-12
SLIDE 12

Salt, Fat, Acid, Heat Jigsaw Productions for Netflix

Segment Highlights

slide-13
SLIDE 13

13

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

slide-14
SLIDE 14

14

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

slide-15
SLIDE 15

15

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 Library Content Hours

SEGMENT HIGHLIGHTS

slide-16
SLIDE 16

16

Distribution

Source: Broadcast Distribu tors 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

THE UK’S TOP 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

slide-17
SLIDE 17

Growth Strategies

Baroness Von Sketch Show Frantic Films for CBC

slide-18
SLIDE 18

18

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

slide-19
SLIDE 19

19

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

slide-20
SLIDE 20

20

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

slide-21
SLIDE 21

21

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

slide-22
SLIDE 22

22

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

slide-23
SLIDE 23

Financial Highlights

Line of Duty Kew Media Distribution for BBC One

slide-24
SLIDE 24

24

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 Prof it 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 f orma 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 f ull y ear’s results of Essential

slide-25
SLIDE 25

25

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.”

slide-26
SLIDE 26

26

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 “Forw ard-Looking Statements”

below in this press release. See 'Disclaimer and Forw ard-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 forw ard 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

slide-27
SLIDE 27

27

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 “Forw ard- 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.

slide-28
SLIDE 28

Cardinal Sienna Films for CTV and BBC Four

Appendix

slide-29
SLIDE 29

29

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 administrativ e expenses.

APPENDIX

slide-30
SLIDE 30

30

Historical Reconciliations

APPENDIX

($000s) PF 2015 PF 2016 Net income attributable to owners of the Parent 961 (6,781) Prov ision for income taxes (recov ery) (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) Prov ision for income taxes (recov ery) 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 v alue 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) Prov ision for income taxes (recov ery) (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