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WorldLink Acquisition Opportunity February 2009

WorldLink Acquisition Opportunity February 2009. To Do. Update for Q4 actuals General fleshing out / cleaning up of the deck with story line input from Couper Revisit multiples and discount rate Any way to check EBITDA trading multiples for public advertising firms?

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WorldLink Acquisition Opportunity February 2009

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  1. WorldLink Acquisition Opportunity February 2009

  2. To Do • Update for Q4 actuals • General fleshing out / cleaning up of the deck with story line input from Couper • Revisit multiples and discount rate • Any way to check EBITDA trading multiples for public advertising firms? • Any way to revisit the discount rate through a WACC of these firms? This is a much more stable business than Grouper. Using the same 16.5% discount rate seems aggressive • Note: I’m using 12% discount rate and 10x multiple for these cases

  3. Executive Summary SPE must continue to pursue complementary businesses that diversify our revenue streams and offer higher operating margins • An acquisition of World Link would bring us a high margin asset, diversify our revenue streams, and be a strong strategic fit • Consistently generates 30% EBITDA margins on approximately $10MM of revenues • Expands our DR business, focusing on highest ROI segment of advertising, which is what advertisers are now seeking • Better positions us for 3rd party rep business, focusing on the area that networks most frequently outsource We are seeking approval to submit a non-binding LOI to acquire World Link for $14MM plus an earn-out of up to $3MM

  4. WorldLink Is A Leading Direct Response Market Rep Firm • Overview/Business Model • WorldLink % of Gross Receipts by Media Outlet • Provides direct representation services to a cross-platform network of media outlets • Average commission of 6.6% on gross receipts • Offers fulfillment services to D.R. vendors and accounting services to network clients via a proprietary platform • Media outlets serviced include regional sports networks, broadcast, local, espanol, national, syndication, and international • Market Trends • WorldLink % Gross Receipts by Inventory Type • Television direct response was a $200B industry as of the beginning of 2007 • In 2007, 1,592 short and long-form infomercials ran on cable and network television • Analysts project weakening in the overall advertising market, although the impact on D.R. is uncertain • ROI based business model suggests advertisers could increasingly use D.R. in a down market • Declining consumer confidence may reduce the number of products and services in need of D.R. Let’s get the “DR Goes” Primetime snippets in here

  5. WorldLink is Economically Attractive and a Strong Strategic Fit • Stable • High margin • Diversifies our revenue base • Core Business • Representing third party networks (e.g., the Golf Channel) is one of the best ways to leverage the investment we’ve made in our ad sales organization • However, securing 3rd party business with our focus on general rate advertising is challenging • Smaller networks seek our services but represent a small return on our investment • Once networks become larger, they seek to take back control of their GR ad sales • By contrast, DR is an area large and small networks are willing to outsource • By using World Link’s DR strength as an entry point, we would be significantly better positioned for growth in our 3rd party rep business • Benefits to SPTAS 3rd Party Rep Business • SEL opportunities • International channel representation • Upside Opportunity

  6. WorldLink is a Stable, High Margin Business • WorldLink Historical Financials • From 2004 through 2008, WorldLink revenues grew at an average rate of 5.1% annually • 2009 decline is due largely to the choice to take one network off-line in Q3 for performance problems at the network level; once the client returned in Q4, annualized revenues returned to the $10MM level • EBITDA margins have been consistently in the 30% range • (1) EBITDA and EBIT figures do not include owner’s compensations

  7. WorldLink Has Grown Consistently Over Its History

  8. Deal Economics • $14MM cash at close for 100% of the business • Earn-out of up to $3MM funded out of earnings growth and tied to employment of World Link founder • Structured as 33% of every $1 of EBITDA in excess of $3MM up to a cap • In effect, seller would need to double EBITDA (from $3MM per year to $6MM) in order to fully earn-out • Founder would be subject to a 3 year employment agreement Add 3 sets of bar charts below 3 Year EBITDA Impact 3 Year EBIT Impact NPV

  9. Next Steps • Discuss deal structure with Toni Knight • Review with Calkins • Review with Lynton • Informal briefing with Rob Wiesenthal • Submit LOI

  10. Appendix

  11. Deal Economics by Case

  12. Summary of Customer Contracts by Market • Avg. Client Retention to Date (years) • Avg. Remaining Contract Term (months) • Renewal Clauses • # of Active Clients1 16 4.6 14 • Most contracts subject to 1 – 2 year evergreen renewals • National 13 5.1 20 • Renewal provisions N/A; 10 additional clients currently in the renewal process • Local • Regional 38 6.8 12 • Most contracts 1 year or less; significant number of opt out provisions 10 3.8 10 • Most contracts subject to 1 – 2 year evergreen renewals • Syndication 14 3.8 14 • Most contracts subject to 1 – 3 year evergreen renewals • U.S. Spanish Language • International 13 5.5 10 • Most contracts subject to 1 – 3 year evergreen renewals • 1) # of active clients represents contracts not in the process of renewal; including potential renewals, active client totals are National (18), Local (23), Regional (39), Syndication (14), U.S. Spanish Language (16), and International (15). Total active clients excluding renewals is 104 and including potential renewals is 125.

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