Investor Presentation
May 2019
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
Investor Presentation
May 2019
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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
ward-lo
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
ur production and distribution segments for the remainder of 2019, constitute for ward-looking state
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
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
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
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
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
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
ward-looking stateme
the Company may change rapidly. Except as may be expressly required by applicable la w, KE W does not undertake any
to update publicly or revise any such for ward-lo
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:
ss cost o f sales.
Margin is gross profit as a percentage of revenue .
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.
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).
to Proper ty and Equipment, Interest and cash taxes.
w is Free Cash Flo w adjusted for additions to film and tele vision rights, net of amortizatio n.
t income less income tax recovery.
t is Net Deb t less intra-group interim production financing and adjusted for the impact of foreign exchange
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.
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 totallibrary content hours
1) Gross Profit is rev enue 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 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
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 Library Content Hours
SEGMENT HIGHLIGHTS
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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.
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
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
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 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
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
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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 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
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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 “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.
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 administrativ e expenses.
APPENDIX
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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