Confidential Draft Embassy Row Acquisition Business Update and Considerations November 2008.

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Presentation transcript:

Confidential Draft Embassy Row Acquisition Business Update and Considerations November 2008

1 Performance Challenges and Impact on an Acquisition Embassy Row had challenges relating to the Power of 10 and delayed orders for smaller shows –Since we previewed the deal with New York, Power of 10 is no longer a broadcast show; eliminating $36MM of cumulative EBITDA from the acquisition model  The decreased value of Power of 10 is partially offset by a decrease in required investment in overhead / development due to our ability to leverage 2waytraffic –Davies’ own forecast for the 15 months ended 3/31/09 has declined from $3.5MM to effectively break-even  Again, we can partially mitigate the impact by decreasing planned incremental investment Overall acquisition economics (NPV and cumulative EBITDA) can only be maintained by limiting incremental investment in operations Alternatively, if Davies’ overall deal were renewed for 3 years under his current economics, it could generate an NPV of $4-7MM (compared to an $8.0MM NPV for the higher risk acquisition) In order to close an acquisition in light of recent performance, we must be comfortable that: 1)We will be able to secure the necessary approvals 2)In the near-term, ER may continue to have marginal performance due to fewer shows on-air and a smaller development pipeline 3)ER will generate a significant success in future years (i.e., a show that outperforms Power of 10)

2 Power of 10 Reconciliation Footnotes: ** Includes chargebacks of 5% of budget on new shows. (1)Includes only portion of P10 acquired from Davies. As of the MRP, value associated with properties currently on-air had decreased significantly from the time we previewed this deal with New York in April –We were able to maintain the deal NPV by decreasing our assumed incremental investment in overhead and development –Further, we increased the assumed value of properties in development by putting ER chargebacks back into the model

3 Current Year Update Embassy Row Standalone EBITDA ForecastSPE EBITDA Forecasts ($ in 000) Embassy Row CY08 (15 mos.) Nov 08 – Mar 09 (5 mos.) SPE EBITDA FY09 ImpactNotes As of 4/08 Briefing $3,500N/A$1,900 (1) SPE EBITDA is a base case which assumed some ER shows missed as well as additional SPT revenue and expenses As of MRP$1,092$2,051$1,750 (2) Includes incremental investment and headcount re-adjustments and revised Power of 10 profits Today($163) (3) $891$1,561 (4) Includes a reduction in incremental investment and headcount re-adjustments Includes $350K in expenses saved by not closing during the month of November Footnotes: (1)12 months ending 3/31/09. (2)5 months ending 3/31/09. (3)15 month net operating profit from Davies estimated at ($694K). Excludes $530K from Davies salary ($264K) and salary re-adjustment ($266K). (4)4 months ending 3/31/09. Assumes zero additional revenue during the month of November. Since we began negotiations, Davies’ forecast for his standalone business has declined from $3.5MM to breakeven $1MM of the decline has occurred since submitting the MRP and would impact SPE’s FY09 dollar-for-dollar unless we further decrease our incremental investment in ER operations

4 Managing Current Year Earnings Footnotes: (1)Includes $61K in expenses that weren’t accrued and $25K in December bonuses which weren’t accrued. (2)Gross up on employee salaries for Nov-Mar SPT also should have accrued for an additional $342K of expenses ($106K associated with Davies' salary in Nov and Dec.; $173K of accruals for aspire bonuses; $63K in fringe in Nov. and Dec.).

5 “Entertainment” Programs included in Financials (1) As of 4/08 BriefingAs of MRPToday Dating Game Newlywed Game Make My Day Power of 10 Pyramid Take the Money and Run Celebrity Mr. and Mrs. Empire National Bible Championships N/AAmerican Bandstand Footnotes: (1)Excludes other division shows such as “Factual Shows” (e.g., Food Network Shows). Removed from Forecast Ordered to SeriesPilot Ordered In-development/no order

6 “Entertainment” Programs In-Development ShowNetworkEmbassy Row Notes Beat The HostTBDGetting new tape soon TastiskankTBDLes Fierstein is officially out, so we are moving on The Comedy Exchange BBC America / UKTV Submitting a new budget for a pilot along with clips of the talent we're pitching. Grand Masters ff Pop Culture Vh1 Vh1 is dying to get this new format from us ASAP. We're working on development to present 12/3 The 3TBD New idea Michael is developing Hold on to Your SeatGSN GSN has expressed interest and we are putting together compelling date regarding the success of the online game internationally It’s A Knockout: U.S. vs. France GSN / TBDDeal in process. GSN is interested Honey PleaseGSN / TBD GSN is interested in this as well, and we have provided online component ideas per their request. A call is being scheduled to discuss further Game Show Talk ShowGSN GSN doesn't want "Game Soup" as we had thought, but they do want a live weekly or daily game show-related talk show Apples to ApplesTBD Had a meeting with Tera Hanks who controls the rights through Mattel. Potentially developing as a panel game show. ArgumentalTBD Format just premiered on Dave in the UK. We're looking at getting the rights to sell it in the US. A Month of SundaysTBDBreathing new life into development of this great project.

7 Other Digital, Sports, Factual Programs of Note ShowNetworkEmbassy Row NotesDivision Pop TubYouTubeLaunched online 40K views per weekDigital America’s Strongest American CBSIn production at CBSSports Hogs & HeifersOxygenDelivered 1 st non-food pilot in factual divisionFactual

8 Economic Impact of Acquiring Embassy Row Cumulative 10 Yr. EBITDA (1) Cumulative 10 Yr. EBIT (2) NPV Footnotes: (1)Based on incremental EBITDA (e.g., only includes portion of Power of 10 SPE did not already own). In all cases, assumes incremental EBITDA is flat in years 6-10 for purposes of calculating any earn-out acceleration. (2)EBIT after Earn-out.

9 Value of Renewing Davies’ Overall Deal Footnotes: (1)No production deficits (2)No pilot deficits (3)25% Participation on Syndication profits (after costs/fees) (4)50% Participation on Format profits (after costs/fees) (5)No profit participation until SPT recoups unrecouped portion of deal, directly from producers' participation. (6)Five and ten year NPV horizon

10 APPENDIX

11 Side by Side – Prior Base Case vs. SPT MRP/Current Case

12 Embassy Row Forecast Provided to SPT in November 2008 (Actuals as of September 30 th )