H1 2017 Results September 27th 2017 - Zone Bourse
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Key Highlights ➢ Creation of a new media group with the acquisition and integration of Groupe AB ➢ Confirmation of the booming appetite for TV content in Europe and globally ➢ Solid business performance supported by new commercial initiatives ➢ Strong H1 financial results comforting FY17 targets ➢ Continued focus on M&A through disciplined market screening 3
Mediawan : from a SPAC to a leading independent player ➢ December 2015: Founded as a “SPAC” by PA Capton, X Niel and M Pigasse ➢ April 2016: Raised €250m through an IPO on Euronext Paris ➢ March 2017: Realized its first structuring acquisition, Groupe AB ➢ Today: Leading independent editor, producer and distributor of TV content in French speaking Europe ▪ Means and ambition to aggregate independent cies with complementary expertise Largest production & distribution Strong portfolio of channels Scaled and balanced business platform in French speaking Europe and digital services ▪ Large and diversified library ▪ 19 TV channels ▪ 2016 revenue of €160m of programming rights ▪ Entertainment ▪ 2016 EBITDA of €37m (c. 12,000 hours) ▪ Special interest ▪ 370 full-time employees ▪ c. 80 hours in-house equivalent production per year ▪ Documentaries 4
Key achievements since IBC – organic levers Channels & Digital Production & Distribution Develop new / rebranded channels Accelerate international content distribution Launch of new channels to strengthen the group’s Strengthened partnership with the global content offering and diversify the thematic offering: platforms distributing Mediawan content: - AB-Xplore (Belgium FTA) - AMC & BBC (Missions) - Channels rebranding (in progress) - Amazon (in discussions) - New channel launches on identified verticals (in - Netflix (in discussions) progress) Initiate new monetization opportunities Invest in premium content New levers deployed to generate additional Continuous investment in both internal revenues with limited incremental costs production and acquired content: - Advertising: AB3 Switzerland - Approx. €22m invested in content over H1 - Digital: app “Mon Science & Vie Junior” - Babylon Berlin: unprecedented budget for a non-English-language series - In house production projects (Black Spot S2) 5
Key achievements since IBC – M&A levers 1 • Fragmented landscape with few pan-European players Large # opportunities • Mediawan is an attractive and distinctive project in the industry, explored constituting a unique development opportunity for independent talents • Boiling M&A market 2 • Strategic rationale comes first Disciplined approach • Reasonable acquisition multiples • Long-term incentive to align interests with the top talents 3 • Acquisition of CC&C, operating the global “Apocalypse” brand Acquisition of 80% of CC&C • International content, highly complementary to Groupe AB expertise • Attractive valuation parameters and reinvestment of the founders 4 • Rationalization of portfolio Acquisition of 35% of RTL9 • Full integration of one of the largest channels of the group 5 • More than 20 companies under review Numerous opportunities • Include both small add-ons and transforming transactions under review • Clearly identified areas of focus incl. animation and fiction 6
H1 results – key highlights ➢ Reported performance (with Groupe AB consolidated over 3 months): ➢ Revenues of €38.6m ➢ EBITDA of €10.0m ➢ Pro forma performance (with Groupe AB consolidated over 6 months): ➢ Revenues of €86.8m ➢ EBITDA of €21.5m ➢ Consolidated cash position of €104m ➢ Confirmed guidance for FY 2017 7
Alignment of stars for the European content market Hulu to spend $2.5 billion on content in 2017, add 7 more original series 8
Strategy and outlook ➢ Capitalize on the booming demand for TV content ➢ Strengthen relationships with global platforms as well as local broadcasters thanks to our independent status ➢ Develop production capabilities with organic developments as well as selected acquisitions ➢ Focus on fully pre-financed productions ➢ Build a large and diversified library of rights ➢ Consolidate a European leader with acquisitions in complementary verticals 9
Divisional overview
Mediawan Today: leading independent content editor, producer and distributor Leading independent integrated player in France… ...with scaled and balanced asset base ▪ Founded in 1977, Groupe AB is a leading player in channels ▪ 2016 revenue of €160m (a) broadcasting, production and distribution of audio visual content in French-speaking Europe ▪ 2016 EBITDA of €37m (a)(b) ▪ 2016 unlevered FCF > €30m and 80% cash conversion ratio ▪ Fully integrated business model with a broad offering across the value chain of the French TV landscape ▪ 370 full-time employees equivalent ▪ Large and diversified library of programming rights 2016 revenue by segment (a)(c) 2016 EBITDA by segment (a)(b) Channels & Production Distribution Digital Channels & Production & Channels & Production & c. 80 hours in- c. 12,000 hours 19 TV channels in Digital Distribution Digital Distribution house production of programming entertainment, c. 30% c. 1/3 c. 2/3 c. 70% per year in library special interest and documentaries Strong integration between the group’s divisions (a) Excluding exceptional revenues of €7.5m (b) After amortization of programming rights (c) Excluding c. €60m intra-group revenue 11
Resilient channels and digital business Channels & Digital Strong portfolio of channels Contractual fees with advertising upside ▪ Strong portfolio of 19 channels widely distributed in French €107m external revenues in FY2016 (a) speaking territories and globally Others Carriage ▪ Carriage Fees: Driven by contractual ▪ Categories of channels focused on entertainment, special interest 13 % Fees relations with channels broadcasters. Advertising and documentaries, with differentiated positioning and 67 % 2/3rd are fixed revenues 20 % partnerships with premium content publishers ▪ Advertising: Driven by audience results ▪ Meaningful production and purchasing efficiencies generated and channels attractivity to advertisers through integrated operating structure ▪ Other: Transportation, audiotel, TV shopping, barters. Channels portfolio Broad coverage with key strategic relationships ▪ 3 channels ▪ Extensive distribution strategy Entertainment ▪ Basic packages widely distributed ▪ Leading independent player in France benefiting from long term ▪ Large advertising potential relationships with pay-TV platforms ▪ 12 thematic channels ▪ Significant and fast growing international presence Special interest ▪ ARPU generating ▪ Wide distribution in standard package to pay-TV operators in ▪ Strong digital potential France, Switzerland and Belgium ▪ 4 channels ▪ Wide broadcasting generating audience and growing Documentary ▪ High-end positioning advertising revenues ▪ Strong ARPU subscribers (a) Excluding exceptional revenues of €7.5m 12
Channels & Digital – Key trends Channels & Digital Key factors of H1 2017 performances ▪ Full effect of new channels launches and improved distribution within pay-TV services ▪ Pick up in French advertising market Positive current market dynamics… … and trends that require vigilance ▪ Positive focus on content driven by competitive ▪ Vertical integration (Altice own channels…) dynamics between operators (Vivendi, Altice, Orange) ▪ Potential sides effects of sports rights inflation ▪ Signs of improvements at Canal and TF1 carriage fees row ▪ TF1 Belgian market entry Focuses for H2 2017 ▪ Channel distribution contracts renegociations ▪ Rebranding and new channels developments ▪ Consolidation of Belgian position with ABXplore 13
Channels & Digital – H1 performance Channels & Digital Key comments Performance review Revenues (+2%) In €m H1 2017 H1 2017 H1 2016 Change ➢ +5% in carriage fees, due to increased Reported Pro forma Restated (%) distribution and new channels launches ➢ Heterogenous results on French, External 27.2 54.2 53.4 +2% Belgian and Swiss markets led to +3% in revenues advertising revenues, led by good performances on the French market, Total that shows signs of recovery 27.5 54.6 53.8 +2% revenues ➢ Partially offset by a decrease in other revenues eg transport (no EBITDA impact) and technical services EBITDA 4.4 7.6 6.1 +24% EBITDA (+24%) Rec. EBIT 4.4 7.6 6.1 +24% ➢ Strong EBITDA increase due to fixed cost base and good cost control 14
Leading independent production and distribution player Production & Distribution Fully integrated platform… 2016 revenue contribution ▪ Leading producer and distributor of TV programs, including fiction €53m external revenues in 2016 (a) (TV series & movies), cartoons and documentaries ▪ Distribution: Sales of broadcasting rights Distribution Production on library programming (incl. subsequent 67 % 33 % and international sales on in-house ▪ Distribution rights under mandate are generated through in-house productions and acquired rights / mandates). 20% of international sales productions, rights acquisitions or 3rd-party mandates ▪ Increasing international distribution activities (approx. 20% of 2016 ▪ Production: Sales of first-run broadcasting rights on newly produced programming distribution revenues) thanks to recognised expertise and (generated by own studios) to original international relationships broadcasters. 80 hours of in-house production per year Library overview (in % hours) ▪ French TV series for wide audience Fiction ▪ Coproduction of TV series with strong Rights under potential for international distribution Animation mandate 12% 15% Films and Animation / In-house Telefilms ▪ Exclusive partnership with On Children’s Entertainment (Method Animation) Production 14% content ▪ 2 series under production in 2017 44% Rights TV series and ▪ c. 50 documentaries pa, distributed in Acquired Documentaries France and globally Sitcoms Documentaries 41% 14% ▪ Investment in projects with strong 60% potential of international distribution (a) Excluding c. €54m intra-group revenue 15
Production & Distribution – Key trends Production & Distribution H1 2017 performances : strong production deliveries ▪ New prime time series: Zone Blanche (Black Spot) – 8 episodes delivered – Commercial success internationally ▪ Two recurrent series: Section de Recherches : 6 episodes delivered / Alice Nevers : 10 episodes delivered ▪ New co-production model fully implemented with local broadcasters ▪ New investment opportunities sourced for library (Babylon Berlin) Current market dynamics ▪ Market interest internationally for French content both from platforms (Netflix, Amazon) and from traditional broadcasters (BBC, RTL) ▪ Increase tax credit regime has helped relieve pricing pressure ▪ New channel launches creating demand in France Focuses for H2 2017 ▪ Season 2 of Zone Blanche (Black Spot) in preparation ▪ New seasons of Section de Recherches and Alice Nevers in production ▪ Integration of CC&C, with synergies with channels and distribution businesses ▪ New series in development 16
Production & Distribution – Accounting policy Production & Distribution PRODUCTION DISTRIBUTION ▪ Recognized at delivery ▪ Recognized when the broadcasting rights REVENUES ▪ Corresponds to the group’s co-producer share of open for the client (and after the broadcaster revenues (split between co-producers and co-owners has accepted the material) of the rights, based on respective participation) ▪ No revenue repartition for multi-year contracts ▪ Recorded as fixed assets at production cost (excluding financial and marketing costs) ▪ Purchase costs recorded as fixed assets when the COSTS ▪ Co-producers’ share and some subventions are broadcasting rights open deducted from the gross carrying amount ▪ Costs are capitalized and recognized as ▪ All direct costs are capitalized and recognized as costs in the P&L through amortization costs in the P&L through amortization ▪ Revenues recognition is linked to deliveries and rights opening: potential volatility of revenues on short periods ▪ Costs are capitalized: costs recognition in the P&L follows revenues recognition (reported above EBITDA) ▪ Amortization of rights based on recognized revenues compared to expected future receipts 17
Production & Distribution – H1 performance Production & Distribution Key comments Performance review Revenues (+6%) In €m H1 2017 H1 2017 H1 2016 Change ➢ Revenues led by high distribution Reported Pro forma Restated (%) sales on H1 2017 ➢ Increased production deliveries in External 11.3 32.6 30.7 +6% 2017 offset by the co-production revenues effect[1] on revenues. Total EBITDA (-11%) 24.6 59.1 57.7 +2% revenues ➢ Particularly low amortizations levels in H1 2016 due to the sales mix EBITDA 7.2 15.5 17.3 -11% ➢ Prudent amortization of new productions in H1 2017 Rec. EBIT 6.3 13.6 15.5 -12% [1] Co-production financing is deducted from costs rather than accounted for in revenues 18
H1 2017 Financials
Scope of consolidation and accounting introduction ➢ IFRS accounts, no significant difference in accounting principles vs. Groupe AB ➢ Perimeter and treatment of M&A operations ➢ Groupe AB consolidated since acquisition on March 31st ➢ RTL9 consolidated at 100% as of June 30th (no minority interests at closing) ➢ CC&C not consolidated in H1 (acquired on July 20th) ➢ 6 months Pro Forma: key indicators presented in the audited accounts ➢ EBITDA defined post amortization of audiovisual rights ➢ D&A as presented below EBITDA only relates to other intangible and tangible assets ➢ Exceptional items restated from P&L: indemnity received from interruption of SVOD and costs related to the IBC (but not other M&A costs) ➢ Goodwill: PPA work to be completed for FY 2017 20
Consolidated P&L Key comments Performance review ➢ Consolidated PF revenues of €86.8m In €m H1 2017 H1 2017 ➢ +3% vs. H1 2016 on a like for like Reported Pro forma basis (ie excluding SVOD Revenues 38.6 86.8 indemnity payment) ➢ Primarily driven by channels Cost of sales (22.0) (52.1) carriage fees and distribution SG&A (6.5) (13.2) revenues EBITDA 10.0 21.5 ➢ Consolidated PF EBITDA of €21.5m D&A (excl. rights) (1.0) (1.9) ➢ 25% EBIDTA margin, higher than Current EBIT 9.0 19.6 FY guidance Exceptional items (6.2) ➢ Lack of comparability with 2016 Financial income (1.4) performance because of holding and M&A costs EBT 1.5 ➢ Net income affected by IBC-related fees Tax (2.4) and significant tax expense Minority interests (0.3) Net Income (1.2) 21
Summary Balance Sheet ASSETS (€m) LIABILITIES (€m) Intangible assets 69 Shareholders’ equity 214 Goodwill 190 Financial debt 137 Other assets 15 Other liabilities 11 Working capital 63 Working capital 80 Cash & equivalents 104 Total assets 442 Total liabilities 442 ➢ Goodwill (from the IBC and previous ➢ Financial debt of €137m acquisitions) will be allocated in FY 2017 accounts ➢ Mainly relates to €130m credit facility raised for the IBC (5-year amortizable loan) ➢ Significant cash resources available ➢ Financial debt also includes €1m interim ➢ Additional financing options being explored to production financing lines and €4m payment increase financial flexibility for RTL9 minority stake 22
H1 2017 net cash evolution On a PF basis, Mediawan generated +5 M€ cash flow over the first half of 2017 IBC impact: -289 M€ Mediawan Pro Forma (Groupe AB over H1 2017): +5 M€ 250,7 70,0 50,0 30,0 10,0 (241,2) (38,1) (33,2) In (4,0) €m (10,0) 21,5 (15,0) (0,3) (5,7) (30,0) 0,6 (11,3) (28,5) (50,0) Net Debt as Acq. of Acq. of Transac. Capital PF as of 1st PF Change Capex Tax Others Net Debt as of Dec16A shares shares Fees reduction Jan17A EBITDA in WC & (excl. of June17A in Gpe AB in RTL9 library audio.) (net of cash) rights 23
2017 outlook ➢ Confirmed 2017 targets for the “Groupe AB” perimeter ➢ Revenues > €163m ➢ EBITDA > €37m ➢ Other contributions to be taken into consideration for FY2017 results ➢ Contribution from CC&C and potential other acquisitions ➢ Holding and M&A costs to support build-up of the group ➢ Key areas of volatility ➢ Production delivery schedule at CC&C ➢ Cut-off considerations for programming distribution 24
Strategic focus
Accelerate on content with international reach Strong demand for European content Proliferation of ~87m subs ~69m subs ~12m subs ▪ Use viewer segmentation to deliver 1 platforms more targeted audiences to advertisers ~1.8bn users >1bn users ~150m users Spending on content in 2016 Increasing ▪ Monetize new and existing content 2 spend on content across a greater number platforms ~$5bn ~$3.2bn M&A ▪ Strong strategic demand for premium 3 heightening value of content (a) proprietary content / IP assets European ▪ TV series produced in Europe are 4 content has global success increasingly successful globally 7.8 / 10 8.3 / 10 8.7 / 10 IMDb IMDb IMDb (a) Distribution agreement instead of acquisition Source: Broker research, press reports, IMDb, Variety, BCG and Statista 26
Focus on re-inforcing the library of rights Prime-time TV series TV series under mandate Current prime- Original time French TV creations of series Section de Alice Nevers Black Spot Canal + recherches Spiral Mafiosa Kaboul Kitchen Classic French Prime-time units TV series Une femme Navarro L’Instit Collection « Meurtres à » d’honneur Strong International TV animation series Un cas pour deux Rex Friends brands Snoopy Iron Man TV series with a American large public feature film 175 best movies from Paramount library success Fais pas çi, Fais pas ça Famous New gen TV animated TV series with series strong potential Miraculous 7 & Me Lazy Company Les Grands Missions TV series still under production 27
Production: priority on fully pre-financed projects ▪ Production on demand : broadcasters are committed to funding the program production (co-production scheme) and/or to buy the rights for the first run (pre-sale scheme) ▪ Other financing sponsors (co-producers, CNC, regional subsidies, tax credit, minimum guarantees for international distribution,…) are secured before production: planned costs are totally covered by commitments from sponsors ▪ Financing needs are solely related to the time differences between cash inflows (from sponsors) and outflows (costs) during production after the development phase: PRIMARY MARKET : PRODUCTION SECONDARY MARKET : DISTRIBUTION Development phase Program Program commercialization Production phase Project writing & organization Budget & financing planning Filming / Editing / Post-production delivery (France & international) CASH INFLOWS Optional : Advances Phased payments from co-producers and broadcasters from co-producers Subsidies from CNC (mostly at project approval) French Tax Credits (payment on year N+1 after delivery) Other sponsors, including potentially minimum guarantees for international distribution Financing commitments fully covering production Production margin : structurally limited Distribution margin : structurally high costs at launch 28
Accelerate M&A strategy ▪ Mediawan will build a global platform for premium content, by expanding Groupe AB business as well as making strategic investments in other verticals ▪ Business will remain integrated with a centralized distribution organization GLOBAL CONTENT PLATFORM EXISTING SELECTED INTERNATIONAL ANIMATION OTHERS… PERIMETER ADD-ONS FICTION • Strengthening of • Developments in key • Existing presence • Production of • Local content in existing portfolio and areas of expertise • Strong visibility on premium series with other European production log • Local fiction production schedule high international geographies • Focus on national potential • Cinema rights • Documentaries • High international Free TV content potential • Targeted towards • Digital content • Entertainment pay-TV operators • Recruitment of • Very fragmented •… talents •… market attracting Common platform for multi-channel distribution Creation and development of proprietary IP feeding a library of premium content 29
Why invest in Mediawan ? ✓ Attractive content market fundamentals with explosive demand globally ✓ Unique sponsor and management team with recognized industry expertise ✓ Large library and premium proprietary IP delivering strong and predictable cash flow ✓ Powerful levers for growth through content production and multiplatform exploitation ✓ Fragmented industry with few sizable independent players ✓ Ambition and capability to pursue accretive M&A and build a leading international player 30
Legal disclaimer and contacts Legal disclaimer These materials are being provided to you on a confidential basis, may not be distributed to the press or to any other persons, may not be redistributed or passed on, directly or indirectly, to any person, or published or reproduced, in whole or in part, by any medium or for any purpose. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Mediawan or any subsidiary or affiliate of Mediawan nor should it or any part of it form the basis of, or be relied on in connection with, any purchase, sale or subscription for any securities of Mediawan or any subsidiary or affiliate of Mediawan or be relied on in connection with any contract or commitment whatsoever. The information contained herein has been obtained from sources believed by Mediawan to be reliable. Whilst all reasonable care has been taken to ensure that the facts stated herein are accurate and that the opinions and expectations contained herein are fair and reasonable, it has not been independently verified and no representation or warranty, expressed or implied, is made by Mediawan or any subsidiary or affiliate of Mediawan with respect to the fairness, completeness, correctness, reasonableness or accuracy of any information and opinions contained herein. In particular, certain of the financial information contained herein has been derived from sources such as accounts maintained by management of Mediawan in the ordinary course of business, which have not been independently verified or audited and may differ from the results of operations presented in the historical audited financial statements of Mediawan and its subsidiaries. Neither Mediawan nor any of its respective affiliates, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss or damage howsoever arising from any use of this presentation or its contents, or any action taken by you or any of your officers, employees, agents or associates on the basis of this presentation or its contents or otherwise arising in connection therewith. The information contained in this presentation has not been subject to any independent audit or review and may contain forward-looking statements, estimates and projections. Statements herein, other than statements of historical fact, regarding future events or prospects, are forward-looking statements, including forward-looking statements regarding the group’s business and earnings performance, which are based on management’s current plans, estimates, forecasts and expectations. These statements are subject to a number of assumptions and entail known and unknown risks and uncertainties, as there are a variety of factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Forward-looking statements contained in this presentation regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Although Mediawan believes that the estimates and projections reflected in the forward-looking statements are reasonable, they may prove materially incorrect, and actual results may materially differ. As a result, you should not rely on these forward-looking statements. Mediawan undertakes no obligation to update or revise any forward-looking statements in the future or to adjust them in line with future events or developments, except to the extent required by law. Investor Relations Team Media Relations Team Further information NewCap NewCap Mediawan Mediawan For all financial or business Marc Willaume Nicolas Merigeau investors@mediawan.eu press@mediawan.eu information, please refer to our mediawan@newcap.eu mediawan@newcap.eu +33 1 44 71 00 13 +33 1 44 71 98 55 website at: http://www.mediawan.fr 31
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