TV1-SF-SET Australia Opportunity Overview

Transcription

1 TV1-SF-SET Australia Opportunity Overview June 2013 [PRELIMINARY DRAFT]

2 Executive Summary Sony Pictures Television ( SPT ) is seeking approval to buy-out NBC Universal s stake in the TV1 and Sci-Fi (SF) partnership, consolidate management control and earnings and utilize the TV1/SF infrastructure to launch a 3rd Sony branded Sony Entertainment Channel ( SET ) in Australia on the Foxtel platform SPT, CBS Studios, and Comcast/NBC Universal are currently equal partners in Australian Pay-TV channels TV1 and Sci-Fi (SF) on the Foxtel platform Recent affiliate renewal negotiations has Foxtel eliminating subscriber fees for TV1 and significantly reducing subscriber fees for SF, which have historically contributed ~50% to total revenue The fee reductions forced the board/management to consider (1) dissolving the partnership or (2) reducing programming and operating costs to off-set the expected decline in subscription revenue SPT is proposing a 3rd option which would have SPT buy-out NBC Universal s stake in the TV1 and SF partnership, create a newly formed corporate entity (subject to legal structuring and tax issues) with CBS being a minority shareholder, streamline TV1/SF operations and utilize their infrastructure/team to launch a 3rd channel branded SET SPT s proposed SET channel would consist of TV and film product from various genres, leveraging Sony s extensive content library New SET channel to be created in parallel to running TV1 and SF and assumes a July 1, 2014 launch date (1) Our current Incremental consolidated license fees assumes 380% channel of SET channel plan content has will be projected SPE library content. NPV Includes of $11.1M 15% for residuals (NPV and 30% of ($2.6M) in taxes. IRR calculation for cash includes terminal value. flow w/o exit) and IRR of 27%. DWM of ($7.6M) with cumulative cash-flow breakeven in Year 10. (2) NOTE: The newly launched SET channel contributes ($1.8M) in estimated earnings on an annual standalone basis with a 10-year cumulative loss of $18.3M. 2

3 Strategic Rationale SPT has an opportunity to expand our international network footprint and gain immediate operational control of TV1 and SF with limited capital investment SPT to increase ownership stake and take operational control of TV1 and SF Deal structured for SPE to consolidate earnings for TV1 and SF Capitalize on restructured operations leading to significant cost savings and synergies Prevents a shutdown of the TV1/SF business and possibly Ignite Media Brands (TV1/SF has a 50% ownership stake in Ignite who is their 3rd party ad sales representative) allowing viable product licensees to remain in the market SPT to launch a wholly owned channel, creating long-term asset value, while leveraging TV1 and Sci-Fi s pre-existing infrastructure Sony branded channel to be positioned as the home of addictive primetime dramas and long running daytime soaps from the U.S. and Australia Enhance brand value for SPE by introducing a Sony branded channel into the Australia market SPT to capture a revitalizing ad market in Australia through 3 distinct channel brands Recently improved consumer confidence is driving higher growth in the overall ad market Pay TV advertising revenue is expected to continue to outgrow FTA with a forecast of $801M in 2015 and a 7.9% CAGR from (NOTE: TV1/SF/SET assumes 5.0% ad sales growth) Newly launched SET channel to generate ~$3 7M/year in incremental gross ad sales revenue Generates incremental licensing revenue for SPE library product of $32.3M cumulative over 10 years (1) SET will draw heavily on SPE titles including library films and TV product that has yet to be seen in (1) Australia Incremental license fees assumes 80% of SET channel content will be SPE library content. Fees do not include consideration paid for residuals or taxes. $19.2M in cumulative fees inclusive of 15% residuals and 30% in taxes. 3

4 Summary of Material Deal Considerations SPT is in a strong position to successfully take control of TV1 and SF while launching a Sony branded general entertainment channel in Australia Deal consideratio n NBC Purchase Agreement SPT/CBS Shareholders Agreement Licensing Agreements Carriage Agreement Cost Savings Considerations Summary SPT to acquire NBC s equity stake in TV1/SF for $1 $5M. NOTE: The purchase agreement between SPT and NBC still to be negotiated and subject to legal/tax structuring and obtaining required SPE approvals SPT anticipates that the TV1/SF partnership will be dissolved with SPT and CBS forming a newly created corporate entity with CBS being a minority 33% shareholder of the TV1/SF channels only. NOTE: The shareholders agreement between SPT and CBS still to be negotiated and subject to legal/tax structuring and obtaining required SPE approvals SPT will secure long-term output deals for TV1, SF and the new SET channel with CBS and Sony Pictures TV1, SF and SET will be licensing content from CBS, Sony and other 3rd party content holders TV1/SF will no longer license content from NBCU, but the possibility is open to license content from NBCU in the future on a one-of basis SPT is finalizing a long-term carriage agreement with Foxtel for TV1, SF and the new SET channel Foxtel has agreed to carry the newly formed channel on the basic tier SPT s proposed channel will be fully ad-supported with no subscriber fees and be positioned as the home of addictive primetime dramas and long running daytime soaps from the U.S. and Australia TV1/SF management has provided improved ad sales projections and cost reductions to the TV1/SF long-term business plan which have significantly off-set the reduction in subscriptions revenues from Foxtel Increased revenue forecasts based on greater ad unit volume assumptions and a 5.0% Y- 4

5 TV1-SF-SET Consolidated Financial Overview TV1/ SF/ SET Consolidated Financials Sony Fiscal Year ending, March 2014 (9M) REVENUE Subscriber Revenue $13,470,468 $6,634,785 $6,773,103 $6,901,805 $7,033,093 $7,225,065 $7,441,817 $7,665,071 $7,895,023 $8,131,874 Advertising Revenue $16,350,354 $24,887,562 $27,858,719 $29,615,717 $31,096,503 $32,651,328 $34,283,895 $35,998,089 $37,797,994 $39,687,893 Advertising Costs ($5,886,850) ($7,475,274) ($7,226,834) ($7,280,544) ($7,460,692) ($7,673,217) ($7,901,640) ($8,137,979) ($8,382,526) ($8,635,583) Net Ad Rev $10,463,504 $17,412,288 $20,631,884 $22,335,173 $23,635,811 $24,978,111 $26,382,255 $27,860,110 $29,415,467 $31,052,310 TOTAL REVENUE $23,933,972 $24,047,073 $27,404,987 $29,236,977 $30,668,904 $32,203,176 $33,824,072 $35,525,181 $37,310,491 $39,184,184 COSTS Content ($14,586,812) ($18,576,223) ($19,327,603) ($19,582,325) ($20,139,389) ($20,743,630) ($21,365,939) ($22,006,917) ($22,667,124) ($23,347,138) Local Content ($950,688) ($671,161) $0 $0 $0 $0 $0 $0 $0 $0 Opex ($6,587,870) ($8,631,493) ($8,785,375) ($9,001,634) ($9,224,380) ($9,453,809) ($9,690,121) ($9,933,522) ($10,184,226) ($10,247,362) Playout ($150,000) ($802,500) ($900,000) ($900,000) ($900,000) ($900,000) ($900,000) ($900,000) ($900,000) ($900,000) TOTAL COSTS ($22,275,370) ($28,681,377) ($29,012,978) ($29,483,959) ($30,263,769) ($31,097,439) ($31,956,059) ($32,840,439) ($33,751,350) ($34,494,500) Consolidated EBITD $1,658,602 ($4,634,304) ($1,607,991) ($246,981) $405,135 $1,105,737 $1,868,012 $2,684,742 $3,559,141 $4,689,685 Depreciation ($256,000) ($334,001) ($334,001) ($334,001) ($334,001) ($334,001) ($334,001) ($334,001) ($334,001) ($334,001) EBIT $1,402,602 ($4,968,305) ($1,941,991) ($580,982) $71,135 $771,737 $1,534,011 $2,350,741 $3,225,140 $4,355,684 Cumulative EBIT $1,402,602 ($3,565,703) ($5,507,694) ($6,088,677) ($6,017,542) ($5,245,805) ($3,711,794) ($1,361,053) $1,864,088 $6,219,772 Interest Income $136,391 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 Channel Repackage ($92,448) ($123,264) ($41,088) $0 $0 $0 $0 $0 $0 $0 Consolidated Net Income $1,446,545 ($4,991,569) ($1,883,079) ($480,982) $171,135 $871,737 $1,634,011 $2,450,741 $3,325,140 $4,455,684 Less: PPA (1) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 EBIT AFTER PPA $1,402,602 ($4,968,305) ($1,941,991) ($580,982) $71,135 $771,737 $1,534,011 $2,350,741 $3,225,140 $4,355,684 CASH FLOW SPT EBIT (After PPA) $1,402,602 ($4,968,305) ($1,941,991) ($580,982) $71,135 $771,737 $1,534,011 $2,350,741 $3,225,140 $4,355,684 Add: Changes in Net Working Capital $992,559 $17,840 ($624,632) ($312,766) ($207,942) ($219,255) ($232,471) ($245,674) ($259,586) ($290,499) Add: Depreciation $256,000 $334,001 $334,001 $334,001 $334,001 $334,001 $334,001 $334,001 $334,001 $334,001 Add:PPA $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Purchase Price ($5,000,000) Adjustment for Content Amortization $2,824,294 ($327,966) $0 $0 $0 $0 $0 $0 $0 $0 Adjustment for Australian Content $950,688 $671,161 $0 $0 $0 $0 $0 $0 $0 $0 Less: CAPEX ($380,000) ($334,001) ($334,001) ($334,001) ($334,001) ($334,001) ($334,001) ($334,001) ($334,001) ($334,001) Less: Taxes ($420,781) $0 $0 $0 $0 $0 $0 $0 ($559,226) ($1,865,931) Total Cash Flow $625,362 ($4,607,270) ($2,566,624) ($893,748) ($136,807) $552,481 $1,301,541 $2,105,067 $2,406,328 $2,199,253 Exit Value (2) $37,517,477 Total Net Cash Flow $625,362 ($4,607,270) ($2,566,624) ($893,748) ($136,807) $552,481 $1,301,541 $2,105,067 $2,406,328 $39,716,731 Cumulative Cash Flow $625,362 ($3,981,908) ($6,548,532) ($7,442,280) ($7,579,087) ($7,026,605) ($5,725,065) ($3,619,998) ($1,213,669) $38,503,061 Add: Sony Incremental License Fees (3) $0 $1,203,254 $1,985,684 $2,088,391 $2,151,099 $2,215,661 $2,282,130 $2,350,594 $2,421,112 $2,493,746 SPE View $625,362 ($3,404,016) ($580,940) $1,194,643 $2,014,292 $2,768,142 $3,583,671 $4,455,661 $4,827,440 $42,210,476 Cumulative Cash Flow $625,362 ($2,778,654) ($3,359,594) ($2,164,951) ($150,659) $2,617,483 $6,201,154 $10,656,816 $15,484,256 $57,694,732 Channel SPE View Total Investment/DWM ($7,579,087) ($3,359,594) NPV of Cash Flows ($2,638,967) $8,380,714 NPV of Exit $13,722,198 $13,722,198 Combined NPV (2) $11,083,231 $22,102,912 Post-Tax IRR of Cash Flows (4) 0.7% 42.2% Post-Tax IRR w/terminal (4) 27.4% 54.6% (1) PPA currently assumed to be zero based on the premise that the average market participant would shut this business down - Sony is willing to carry on for strategic/synergy reasons. (2) Assumes 12% discount rate and 4% perpetuity growth rate. Exit value based on EBITD multiple of 8.0x. 5 (3) Incremental license fees assumes 80% of SET channel content will be SPE library content. Includes 15% for residuals and 30% in taxes.

6 Risks and Mitigation Risk Not achieving estimated subscriber fees/carriage from operators in later years Lower than expected ad revenue projections Programming costs could grow faster than expected Competition from other channels entering marketplace Mitigation TV1/SF/SET have a long-term distribution agreement with Foxtel with guaranteed sub fees paid for SF (TV1/SET are ad supported) Three channels in the marketplace allows for greater leverage Popularity of content and brands in the marketplace Ignite to continue providing ad sales going forward Long-term output deals with key suppliers with fixed escalators Flexibility to acquire 3rd party programming, outside of the long-term output deals, at a competitive rate Proven programming expertise in int l markets Broad supplier relationships will enable SPT to secure exclusive rights to key titles New digital platforms emerging TV1 and new Sony SET channel to be non-exclusive Overestimated cost reductions for TV1/SF/SET Management expected to manage overhead in-line with plans or risk channel dissolution 6

7 Tentative Timeline and Next Steps Time Period July September 2013 October 2013 June 2014 Next Steps Draft, negotiate and finalize all necessary carriage, content licensing, purchase and shareholders agreements with respective parties Deal approvals and RAD sign-off Begin pre-launch procedures/expenditures for new SET channel in parallel to running TV1 and SF July 1, 2014 Launch new SET channel 7

8 APPENDIX 8

9 TV1-SF-SET Summary Financials Fiscal Year Ending March TV (9 months) Total Subscriber Revenue 9,114, , , , , , , , , ,130 15,586,718 Advertising Revenue 13,459,823 18,306,898 19,013,084 19,963,738 20,961,925 22,010,021 23,110,522 24,266,048 25,479,351 26,753, ,324,730 Advertising Costs 5,132,204 5,609,088 4,939,116 4,907,762 5,029,198 5,172,459 5,326,437 5,485,752 5,650,600 5,821,183 53,073,800 Net Ad Rev 8,327,619 12,697,810 14,073,968 15,055,976 15,932,727 16,837,562 17,784,085 18,780,296 19,828,751 20,932, ,250,930 Total Revenue 17,442,114 13,353,597 14,739,640 15,735,029 16,625,429 17,549,356 18,517,232 19,535,438 20,606,548 21,733, ,837,648 Content 9,011,010 9,100,024 9,306,907 9,526,300 9,789,568 10,083,255 10,385,753 10,697,326 11,018,245 11,348, ,267,182 Local Content 950, , ,478,849 Fixed Costs 209, , , , , , , , , ,537 2,933,775 Shared Costs 4,371,759 4,883,707 4,523,353 4,606,179 4,739,636 4,871,096 5,004,570 5,142,144 5,283,943 5,317,609 48,743,995 Playout 75, , , , , , , , , ,000 2,775,000 EBITD 2,823,810 (1,727,271) 333,305 1,018,193 1,503,337 1,993,330 2,516,184 3,075,922 3,674,711 4,427,326 19,638,847 SF 2014 (9 months) Total Subscriber Revenue 4,355,973 5,978,998 6,107,430 6,222,752 6,340,392 6,513,271 6,708,669 6,909,929 7,117,227 7,330,744 63,585,385 Advertising Revenue 2,890,531 4,049,414 4,251,885 4,464,479 4,687,703 4,922,088 5,168,193 5,426,602 5,697,932 5,982,829 47,541,656 Advertising Costs 754,646 1,134,510 1,104,532 1,097,520 1,124,677 1,156,714 1,191,148 1,226,776 1,263,640 1,301,788 11,355,950 Net Ad Rev 2,135,885 2,914,904 3,147,353 3,366,959 3,563,026 3,765,374 3,977,044 4,199,827 4,434,292 4,681,041 36,185,706 Total Revenue 6,491,858 8,893,902 9,254,783 9,589,711 9,903,418 10,278,645 10,685,713 11,109,756 11,551,519 12,011,785 99,771,090 Content 5,575,802 6,948,354 5,849,091 5,668,650 5,830,704 6,005,625 6,185,794 6,371,368 6,562,509 6,759,384 61,757,281 Local Content - 143, ,000 Fixed Costs 459, , , , , , , , , ,537 3,238,961 Shared Costs 1,546,839 2,342,492 2,381,646 2,384,862 2,413,905 2,451,608 2,492,946 2,535,401 2,579,002 2,569,560 23,698,260 Playout 75, , , , , , , , , ,000 2,775,000 EBITD (1,165,208) (1,164,528) 447, ,842 1,065,921 1,219,737 1,396,249 1,582,941 1,780,361 2,043,303 8,158,589 SET 2014 (9 months) Total Subscriber Revenue - Advertising Revenue - 2,531,250 4,593,750 5,187,500 5,446,875 5,719,219 6,005,180 6,305,439 6,620,711 6,951,746 49,361,669 Advertising Costs - 731,676 1,183,187 1,275,263 1,306,818 1,344,044 1,384,054 1,425,451 1,468,286 1,512,612 11,631,391 Net Ad Rev - 1,799,574 3,410,563 3,912,237 4,140,057 4,375,175 4,621,126 4,879,987 5,152,424 5,439,134 37,730,278 Total Revenue - 1,799,574 3,410,563 3,912,237 4,140,057 4,375,175 4,621,126 4,879,987 5,152,424 5,439,134 37,730,278 Content - 2,527,845 4,171,604 4,387,375 4,519,116 4,654,749 4,794,392 4,938,223 5,086,370 5,238,961 40,318,636 Local Content Fixed Costs - 202, , , , , , , , ,537 2,657,452 Shared Costs - 609,234 1,052,152 1,157,521 1,192,176 1,226,081 1,260,430 1,295,838 1,332,337 1,341,580 10,467,349 Playout - 202, , , , , , , , ,000 2,602,500 EBITD 0 (1,742,505) (2,389,267) (2,217,016) (2,164,123) (2,107,330) (2,044,421) (1,974,120) (1,895,931) (1,780,944) (18,315,658) CONSOLIDATED 2014 (9 months) Total Subscriber Revenue 13,470,468 6,634,785 6,773,103 6,901,805 7,033,093 7,225,065 7,441,817 7,665,071 7,895,023 8,131,874 79,172,103 Advertising Revenue 16,350,354 24,887,562 27,858,719 29,615,717 31,096,503 32,651,328 34,283,895 35,998,089 37,797,994 39,687, ,228,054 Advertising Costs 5,886,850 7,475,274 7,226,834 7,280,544 7,460,692 7,673,217 7,901,640 8,137,979 8,382,526 8,635,583 76,061,140 Net Ad Rev 10,463,504 17,412,288 20,631,884 22,335,173 23,635,811 24,978,111 26,382,255 27,860,110 29,415,467 31,052, ,166,914 Total Revenue 23,933,972 24,047,073 27,404,987 29,236,977 30,668,904 32,203,176 33,824,072 35,525,181 37,310,491 39,184, ,339,017 Content 14,586,812 18,576,223 19,327,603 19,582,325 20,139,389 20,743,630 21,365,939 22,006,917 22,667,124 23,347, ,343,099 Local Content 950, , ,621,849 Fixed Costs 669, , , , , , , , ,944 1,018,612 8,830,187 Shared Costs 5,918,598 7,835,433 7,957,150 8,148,562 8,345,716 8,548,785 8,757,946 8,973,382 9,195,282 9,228,749 82,909,604 Playout 150, , , , , , , , , ,000 8,152,500 Total Costs 22,275,370 28,681,377 29,012,978 29,483,959 30,263,769 31,097,439 31,956,059 32,840,439 33,751,350 34,494, ,857,239 EBITD 1,658,602 (4,634,304) (1,607,991) (246,981) 405,135 1,105,737 1,868,012 2,684,742 3,559,141 4,689,685 9,481,778 % 7% -19% -6% -1% 1% 3% 6% 8% 10% 12% 3% 9 -

10 Australian Advertising Market Overview (1) Australian TV advertising growth has been flat over the last few years going from $3.7B in 2010 to $3.6B in 2012 due to low consumer and business confidence During this same period, pay TV advertising has increased from $555M in 2010 to $638M in 2012 (CAGR of 7.2%) driven by sports, lifestyle and the launch of new channels (FX and A+E) $555 $577 $ % CAGR $684 $750 $801 TV advertising is forecast to grow to $4.0B in 2015 (CAGR of 3.6%) Recently improved consumer confidence is driving higher growth in the overall market Pay TV advertising revenue is expected to continue to outgrow FTA with a forecast of $801M in 2015 (CAGR of 7.9%) $3,105 $3,018 $2,988 $3,042 $3,148 $3,236 Growth in the Pay TV ad market is expected to outpace Free-to-Air (FTA) with 28% of surveyed media executives expecting Pay TV (STV) to perform better than expected in 2013 compared to 2012 vs. 11% for FTA (2) (1) Media Partners Asia, Ad Trends Database, October 2012 (2) Source: Starcom Media Futures 2013 Forecast. $ Pay TV FTA 10

11 Sample SET Programming Grid TIME Sunday MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY TIME 6am Movie Mad About You Movie 6am 630am Feature Just Shoot Me Feature 630am 7am Game Shows 7am 730am Drop Dead Diva The Good Wife, The Client List, Unforgettable, Necessary 730am 8am Mad About You Fairly Legal PAN AM Covert Affairs Roughness Mad About You 8am 830am The Young & The Days of Our Lives Days of Our 830am 9am Restless (8:40am) Lives 9am 930am (Weekly Catch-up) The Young And the Restless (Weekly Catch-up) 930am 10am (9:20am) 10am 1030am Talk Shows (e.g. Dr Oz, Kathy, Queen Latifah) 1030am 11am Mad About You and Just Shoot Me (10:50am) 11am 1130am Monk/Drop Dead Diva/Covert Affairs/Royal Pains/Necessary Roughness/ 1130am NOON The Client List/Nashville/PAN AM/The Good Wife/Fairly Legal/Unforgettable NOON 1230pm Necessary The Good Wife, The Client List, Unforgettable, Necessary 1230pm 1pm MOW Roughness Fairly Legal PAN AM Covert Affairs Roughness MOW 1pm 130pm Days of Our Lives 130pm 2pm 2pm 230pm Mad About You The Young And the Restless Mad About You 230pm 3pm Just Shoot Me Just Shoot Me 3pm 330pm Games Show Monk/Drop Dead Diva/Covert Affairs/Royal Pains/Necessary Roughness/ Games Show 330pm 4pm The Client List/Nashville/PAN AM/The Good Wife/Fairly Legal/Unforgettable 4pm 430pm Talk Show (e.g. Dr Oz/ Talk Shows (e.g. Dr Oz/ Kathy/Queen Latifah) Talk Show (e.g. Dr Oz/ 430pm 5pm Kathy/Queen Latifah) Kathy/Queen Latifah) 5pm 530pm Drop Dead Diva Game Shows Nashville, 530pm 6pm The Big C, Royal Pains 6pm 630pm Unforgettable, Mad About You The Client List/ 630pm 7pm Covert Affairs Just Shoot Me PAN AM 7pm 730pm Necessary Monk/Drop Dead Diva/Covert Affairs/Royal Pains/Necessary Roughness/ The Good Wife, 730pm 8pm Roughness The Client List/Nashville/PAN AM/The Good Wife/Fairly Legal/Unforgettable Fairly Legal 8pm 830pm Movie The Good Wife, The Client List, Unforgettable, Necessary Nashville, Movie 830pm 9pm Feature Fairly Legal PAN AM Covert Affairs Roughness The Big C, Royal Pains Feature 9pm 930pm Days of Our Lives 930pm 10pm (9.30pm) 10pm 1030pm The Young And the Restless 1030pm 11pm MOW (10.20pm) MOW 11pm 1130pm Talk Shows (e.g. Dr Oz, Kathy, Queen Latifah) (11.10pm) 1130pm MIDNIGHT Mad About You MIDNIGHT 1230am Unforgettable, Game Shows The Client List/ 1230am 1am Covert Affairs (12:25am) PAN AM 1am 130am The Young & The The Good Wife, The Client List, Unforgettable, Necessary Nashville, Days of Our 130am 2am Restless Fairly Legal PAN AM Covert Affairs Roughness The Big C, Royal Pains Lives 2am 230am (Weekly Catch-up) Monk/Drop Dead Diva/Covert Affairs/Royal Pains/Necessary Roughness/ (Weekly Catch-up) 230am 3am The Client List/Nashville/PAN AM/The Good Wife/Fairly Legal/Unforgettable (1.50am) 3am 330am Days of Our Lives 330am 4am (2:50am) 4am 430am The Young And the Restless (3:40am) 430am 5am Game Shows (4:30am) 5am 530am Just Shoot Me Talk Shows (e.g. Dr Oz, Kathy, Queen Latifah) (5:20am) Just Shoot Me 530am 11