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Grouper Acquisition Opportunity Financial Overview August 2006

Grouper Acquisition Opportunity Financial Overview August 2006. Overview of Financial Model. Revenues. Revenues exclusively based on advertising In-stream video ads Banner ads / ad-words Sponsored search Assumes growth in unique user based and conservative CPMs. Costs.

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Grouper Acquisition Opportunity Financial Overview August 2006

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  1. Grouper Acquisition OpportunityFinancial Overview August 2006 CONFIDENTIAL

  2. Overview of Financial Model Revenues • Revenues exclusively based on advertising • In-stream video ads • Banner ads / ad-words • Sponsored search • Assumes growth in unique user based and conservative CPMs Costs • COGS consist of streaming and web site bandwidth • Additional operating expenses primarily relate to three categories, each growing with the business over time • Personnel • Infrastructure • Marketing Adjustments to Management Model • Grouper management provided an initial financial model • SPE base case adjusted the model • Maintain management projections for unique user base through FY2008 • Decrease CPMs over time • Increased total expenses by 5-10% of revenue Investment and Return • Investment includes total consideration of $65MM • $52.5MM at closing • $12.5MM contingent on performance • Discounted pre-tax cash flow analysis performed with a discount rate of 16.5% (in-line with SPE’s normal rate); terminal EBIT multiple of 8.0x

  3. Comparison of Management Projections and SPE Base Case Management Case SPE Base Case • Note: Figures provided by company were adjusted to Sony’s fiscal year-end.

  4. Harvest High Quality User Content Grow User Base and Ad Inventory Advertising Revenue Promotion of Studio Content Sale of Studio Content Grouper Growth Trajectory Decrease SPE Marketing Expense, Increase SPE Sales SPE Acquires Content at Lower Cost Drive Grouper Revenue SPE Revenue at Higher Margins IncreaseInventory Included in Financial Model Excluded from Financial Model (Potential Upside)

  5. Revenue Analysis page 5 CONFIDENTIAL

  6. Sponsored Search In-Stream Banner and Ad-words Drivers of Inventory Revenue (in $mm) % Sold Revenue Drivers Revenue Type Base of Users Streams per unique X Total uniques = Total streams % of inventory sold(1)(2) X Total Streams = Streaming ads sold CPM X Ads sold = Revenue Unique users for Grouper.com + Embedded unique user Total unique users Page views per unique X Total uniques = Page views Ads sold per page (2) view X Page views = Ads sold CPM X Ads sold = Revenue % of page views searching X Page views = Searches % of inventory sold (2) X Searches = Ads sold CPM X Ads sold = Revenue • % of inventory sold for in-stream ads assumes pre-roll ads are placed with only 1/4 to 1/3 of videos. • % of inventory sold assumed to be highest in United States initially, Rest of World increases over time.

  7. Revenue Assumptions – SPE Base Case Relative to Management Case • Slight increase in FY2009 unique users projected as a result of aggressive forecasting of an additional 3 months for the fiscal year SPE base case • Same per user stream rates used • Same % inventory sell through assumptions used • Overall revenue at 70%-80% of management case • Video CPMs adjusted 85%-90% ($12-$16) • Banner / ad-words CPMs increased slightly • Sponsored search CPMS decreased to a constant $15 • Assumes smaller dedicated sales force based on ability to leverage SPE ad sales * Represents gross In-Stream CPM, including revenue share to partners.

  8. Revenue Assumptions Comparison Management Case SPE Projected Base Case * Represents gross In-Stream CPM, including revenue share to partners.

  9. Revenue AnalysisMarket Demand for Online Advertising page 9 CONFIDENTIAL

  10. Market Support for Grouper Revenue Model • Grouper will derive advertising revenue through three distinct business models • In-stream video ads • Banners and ad-words on the Grouper.com website • Sponsored searches • Recent deals validate the overall potential for advertising associated with both user generate video and social networking sites • Google / MySpace / Newscorp – Google will pay Fox Interactive Media $900M to provide search and advertising for Fox Interactive sites • Google / MTV – Google agrees to distribute video clips from MTV Networks over the AdSense network • Market has demonstrated willingness to pay premium CPMs for streaming video ads • Sony experience, independent analysts and industry experts have validated current online video CPMs to be approximately $20 to $30 (1) • In-line with traditional TV CPMs and positioned to benefit from growth of online advertising spend • Grouper model conservatively assumes CPMs to be from $12.50 to $16.30 • Josh Bernoff, Forrester Research; Allie Savarino, SVP World of Worldwide Marketing, Unicast; Jeff Lanctot, VP of Media Buying, Avenue A Razorfish.

  11. Google Strikes $900M Advertising Search Deal With MySpace and Fox Interactive Media Sites Deal Specifics Views • Google Inc. will provide search and advertising for News Corp.'s MySpace and other Fox Interactive Media sites • Google will pay at least $900 million in advertising revenue to News Corp. over the next four years in an all-cash deal, provided traffic on the sites reaches an undisclosed threshold • Google will install its search boxes and keyword-driven ads • Google also receives the right to sell directly any display ads not sold by Fox • Analysts estimate that the deal could bring Google revenue (net of the $900 million paid to News Corp) of anywhere from $50 million to $200 million • "Google needed to win this deal to lock up the last remaining large and fast growing piece of traffic on the Web today. One thing is certain: Yahoo and MSN would have loved to sign News Corp., but could not make sense of a $900 million guarantee.“ – Jordan Rohan, RBC, August 8, 2006 • "While we have highlighted the potential opportunity for Google on the display side for some time, we feel that Google has made limited progress on this front. We applaud this deal as an example of how Google can leverage its relationships and technology to grow an additional revenue stream and monetization models.“ – Benjamin Schachter, UBS, August 8, 2006

  12. The Google Deal Implies Strong Revenue Potential for Grouper Deal Metrics Implied Grouper Revenue Opportunity

  13. Viacom Aggressively Pursues Stronger Position in Digital Space Viacom’s MTV Networks Announces Intent to Acquire Atom Entertainment for $200MM Viacom Considers Bid for Bebo • Viacom announced on 8/09/2006 that they had signed a definitive agreement to acquire Atom Entertainment • The acquisition would serve to further strengthen Viacom’s presence in digital media • Atom Entertainment is a marketer and distributor of broadband entertainment; formed by the 2001 merger of Internet Shockwave.comand AtomFilms • In 2005, Atom acquired the online games portal AddictingGames and the online video site AddictingClips (1.7MM unique users) • This deal would follow acquisitions of other online entities, including: NeoPets, XFire, Y2M, GameTrailers.com and IFILM • According to the Financial Times, Viacom is potentially evaluating an acquisition of Bebo, a social network similar to MySpace • Bebo is the top site in Ireland and the UK • 25MM unique users worldwide as compared to 90MM for MySpace • It is rumored that BT (the telecom group) had offered £300MM for Bebo • Bebo reportedly looking for greater than $1BN

  14. Intel, Oscar Meyer, Hershey's, Moviefone, Kraft, I Can't Believe It's Not Butter Suave, Tylenol, Zyrtec, Disney, Pampers, Swiffer, Bounty, Mr. Clean Dr. Pepper, Chili's, Superpages, Neosporin, Mazda, Benadryl, Lipitor, State Farm AT&T, Nike, Neutrogena, Above The Influence, Pepsi, Kohl's, Clairol, Neutrogena, Target Dodge, Honda, Air Force, Toyota, FOX Searchlight, AllTel Blue Chip Companies Are Advertising on Traditional and User-Generated Video Sites Traditional Advertisers User Generated Advertisers Snickers, Altoids, Playstation, Virgin Mobile (w/text message contest), Axe, Nike, Puma Ads by Google, E-Bay, True.com, classmates.com, heavy.com, Blockbuster Online Sierra Mist, University of Phoenix Online, Cingular, Chili's, Universal Studios

  15. Online Video CPMs Are Currently $20-$30, In-line with Traditional TV CPMs and Positioned to Benefit From Growth of Online Ad Spend Industry Commentary • Josh Bernoff, Forrester analyst “…the driving force of the online video market is advertising…advertisers are paying $25 per thousand users who see their online commercials, more than they pay for network television” • Allie Savarino, SVP World of Worldwide Marketing at Unicast “…while rich media ads on average cost around $10-20 on a cost per thousand basis the video commercials cost around $25-30 for the same rate… a comparable cost with advertising on a US television network to the same number of television viewers for a 15- to 30-second spot.” • Jeff Lanctot, VP of media buying at Avenue A Razorfish “Advertisers are now paying about $20 to $30 a CPM for a 15-second spot that pre-rolls a broadband video… one reason advertisers are warming up to Web broadband content is because they can interact with consumers.” • Trends in Sony Ad Sales Online video ad components of deals are being priced at CPMs of roughly $30.00. Sony’s advertising partners are demonstrating strong demand for cross-platform packaged deals.

  16. Television CPMs Have Grown to Reach $23.50, Initial Online Video CPMs Are At a Similar Level CPM Pricing Trends 5 yr CAGR: 5.4% Source: Nielson Media Research.

  17. Consumer Time is Shifting Online and Drove 50% Annual Growth in Online Ad Spending Over the Last Three Years Media spending does not yet reflect consumption Advertising dollars are shifting online to address the current gap 1999 2005

  18. Internet Advertising is Forecast to Grow 22% Annually through 2009, Reaching 25% of the $115BN Domestic Advertising Market Overall ’05 – ’09 Projected CAGR: 10.1% Broadcast ’05 – ’09 Projected CAGR: 4.9% Cable/Sat ’05 – ’09 Projected CAGR: 11.4% Online ’05 – ’09 Projected CAGR: 22.3% 114.9 106.0 95.1 87.6 78.3 71.7 63.2 US $ (Billions) 60.7 57.9 TV & Online Advertising Spend Online %: 12% 10% 12% 13% 16% 18% 21% 23% 25% Source: Veronis Suhler, 2005 Note: Cable/satellite growth expected to be driven by increasing audience share of prime time ratings, ability to target within specific demographic groups, improved sales system; broadcast growth expected to be driven by sustained ratings and ad rates, continued appeal as optimal means to reach large audiences

  19. Growth in Demand for Online Advertising is Driving 25% Annual Growth in Banner Ad CPMs Using Yahoo! as a proxy for the global Internet, both traffic and CPMs continue to rise as the Internet becomes a significant play for advertisers. 2 yr CAGR: 25.6% 2005 Avg CPM $2.64 2004 Avg CPM $2.33 2003 Avg CPM $1.64

  20. COGS Analysis page 20 CONFIDENTIAL

  21. SPE Base Case – COGS Drivers and Assumptions • COGS based on 95th percentile pricing with current vendor (GNI), in line with management case • Bandwidth cost of $50 per meg per month does not assume packaged pricing (negotiated volume discounts) • Does not assume bandwidth price to decrease over time, although this will likely be the case • Does not include reduced bandwidth costs associated with the use of P2P file sharing Cost Drivers Cost Assumptions

  22. Operating Expense Analysis page 22 CONFIDENTIAL

  23. Comparison of Operating Costs Drivers and Assumptions • Operating expense in the SPE base case included adjustments to the Grouper management case • SPE projected payroll costs reflect increase of 25% to management projections to account for higher salaries and benefits • Marketing costs are adjusted to reflect the greater of 10% of calendar revenue or $5M • Initial infrastructure spend increased an additional $1M in first calendar year and $2M each subsequent calendar year • “Other” cost contingency was added at 2.5% of revenue Management Case SPE Projected Base Case

  24. Payroll Assumptions – SPE Base Case Variations to Management Case • Maintains salaries for key management consistent with Grouper management model • Assumes additional 25% cushion applied to total overhead numbers • Lower revenue triggered less need for sales force and advertising support • Assumes smaller dedicated sales force based on ability to leverage SPE ad sales * Not yet hired.

  25. Valuation page 25 CONFIDENTIAL

  26. Valuation Based on SPE Base Case Valuation Parameters Discounted Cash Flow • EBIT reflects operating profit less estimated amortization of technology/software assets totaling $20MM over 7 years. Initial estimate requires third party review for final figures. Assumes transaction close at 9/30/2006. • 4 year discounted pre-tax cash flow analysis (2006-2009) performed with a discount rate of 16.5% (in-line with SPE’s normal rate); terminal EBIT multiple of 8.0x. • Total consideration includes $52.5m at closing; $12.5m contingent on performance and paid over the course of 2007 and 2008. • Deepwater mark represents cumulative cash position.

  27. Appendix page 27 CONFIDENTIAL

  28. Grouper Actual Monthly Performance Year-to-Date (1) (1) May to June unique user decrease due to change in Yahoo! search engine algorithm.

  29. Grouper Networks – Management Projections • Note: Figures provided by company were adjusted to Sony’s fiscal year-end.

  30. Management Projections – Assumptions Revenue Drivers and Assumptions Cost Drivers and Assumptions * Represents gross In-Stream CPM, including revenue share to partners.

  31. Comparison of Sensitivities on the Operating Model Upside Case(above management projections) Base Case (below management projections) Downside • Increased unique users to 125% of management forecast • Assumes higher CPMs • Increased total expenses by 5-10% of revenue • Maintain management projections for unique user base • Assumes average CPMs • Increased total expenses by 5-10% of revenue • Decreased unique users to roughly equal 80% of management forecast • Assumes lower CPMs • Increased total expenses by 5-10% of revenue A B C • EBIT reflects operating profit less estimated amortization of technology/software assets totaling $20MM over 7 years. Initial estimate requires third party review for final figures. Assumes transaction close at 9/30/2006. • 4 year discounted pre-tax cash flow analysis (2006-2009) performed with a discount rate of 16.5% and terminal EBIT multiple of 8.0x. • Total consideration includes $52.5m at closing; $12.5m contingent on performance and paid over the course of 2007 and 2008. • Deepwater mark represents cumulative cash position.

  32. SPE Projections – Upside Case A

  33. SPE Projections – Upside Case Assumptions A Revenue Drivers and Assumptions Cost Drivers and Assumptions Discounted Cash Flow * Represents gross In-Stream CPM, including revenue share to partners.

  34. SPE Projections – Base Case B • EBIT reflects operating profit less estimated amortization of technology/software assets totaling $20MM over 7 years. Initial estimate requires third party review for final figures. Assumes transaction close at 9/30/2006. • 4 year discounted pre-tax cash flow analysis (2006-2009) performed with a discount rate of 16.5% (in-line with SPE’s normal rate); terminal EBIT multiple of 8.0x. • Total consideration includes $52.5m at closing; $12.5m contingent on performance and paid over the course of 2007 and 2008. • Deepwater mark represents cumulative cash position.

  35. SPE Projections – Base Case Assumptions B Revenue Drivers and Assumptions Cost Drivers and Assumptions Discounted Cash Flow * Represents gross In-Stream CPM, including revenue share to partners.

  36. SPE Projections – Downside Case C

  37. SPE Projections – Downside Case Assumptions C Revenue Drivers and Assumptions Cost Drivers and Assumptions Discounted Cash Flow * Represents gross In-Stream CPM, including revenue share to partners.

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