GSN / FUN Technologies Status Update October 2007 Liberty Media and FUN Technologies Inc. Required Return and Implied Incremental Value • On March 10, 2006, Liberty Media purchased 53% of FUN Technologies for an aggregate cash consideration US$194.5M at transaction date • On June 21, 2007, Liberty Media made an offer to purchase all of the remaining shares of FUN (TSX: FUN / AIM: FUN) for the cash purchase price of GBP 1.635 per share (4% premium over June 21 closing price) or total investment of~ $97M Investment Rationale Cross-Promotion / New Content Reduce Customer Acquisition/ Retention Costs Expand Audience Base for Liberty’s Programming Assets • Promotion of FUN’s games and websites to drive users from Liberty’s entertainment properties/affiliates • Create interactive games platform and expand participation TV leveraging Liberty’s distribution reach • Tap into GSN/Starz household reach to build user base and minimize FUN’s rising customer acquisition costs (due to attempts to build scale to cover development costs – i.e. increased cost of prizes, events, marketing) • Partner with Liberty’s advertisers to share marketing and promotional costs • Leverage FUN Sports (skews younger male) and Casual Gaming assets (skews younger female) to create new content targeted at these demographics • Increase advertising directed at younger audience • FUN is expected to achieve ~$12M in cost synergies through full ownership by Liberty (i.e. overhead in head office, FunSports integration) • Without incremental synergies with GSN, Liberty would achieve a negative return over 6 years on its cumulative investment in FUN Technologies Projected Cash Flows (Includes Synergies from Liberty Buy-Out) ($ in thousands) FY Ended December 31, 2007E 2008E 2009E 2006E Total Revenue Recurring EBIT Free Cash Flow $47,092 (25,320) ($4,514) Liberty Investment Net Cash Flow $74,440 (14,596) $11,741 9.1% (194,500) (97,021) ($196,802) ($85,281) IRR 2010E 2011E $91,500 $115,450 $149,558 $194,343 12,686 11,131 28,120 50,077 $19,511 8.2% $38,739 23.2% $55,048 28.8% $76,127 33.0% $19,511 $38,739 $55,048 $76,127 (10.1%) Source: CIBC Equity Research (6/25/07) IRR Sensitivity of Incremental Synergies w/ GSN Additional Cost Savings Investment Detail Revenue Enhancement 20.0% 40.0% 60.0% 0.0% 0.0% 80.0% 100.0% 0.0% (10.1%) (6.6%) (3.3%) (0.4%) 2.4% 5.0% 2.5% (8.7%) (5.3%) (2.1%) 0.8% 3.5% 6.1% 5.0% (7.4%) (4.0%) (0.9%) 1.9% 4.6% 7.1% 7.5% (6.1%) (2.8%) 0.2% 3.0% 5.6% 8.1% 10.0% (4.8%) (1.6%) 1.4% 4.1% 6.7% 9.1% page 12 Valuation Considerations FUN • SPE currently assuming fantasy league is not included – Drives up valuation, not necessarily integral to FUN/GSN strategy – Liberty willing to separate • Liberty’s recent valuation of $230mm for all of FUN, included $180mm for casual games – The casual games web business ($180mm) – The fantasy sports league ($40mm) – A sports info business of minimal to declining value ($10mm) • Liberty likely to claim the “right” valuation is $300mm, with $240mm for casual games – Midpoint to its two investment valuations – Implied valuation to games business of $240mm (80% of total) GSN • Liberty also claims it previously stated GSN had a value of $600mm (vs our $700mm estimate) Implications • A combined entity therefore suggests an SPE contribution of $90mm -$240mm – In-kind contribution – SPE contributes $180mm - $240mm of assets to match FUN contribution – Cash – SPE pays Liberty $90-$120mm in cash for ½ of FUN, which is then combined with GSN – Hybrid -- SPE contributes a mix of cash and assets (e.g., $60mm cash to buy a portion of FUN and $80mm of in-kind assets) – Fantasy league inclusion would add $20 - $40 in cost to SPE, depending on purchase approach • Going forward EBIT and cash impact TBD, based on venture business plan • Other alternatives – Accept minority position of between 31.5% (300/950) and 37.6% (350/930), or higher if other assets put in – Block combination of entities – Sell GSN stake 2 Potential Value of SPE Contributed Assets Value to:(1) Category Contribution Conservative Scenario Ad Inventory :10 spot each night on WOF and Jeopardy! for 3 years GSN/FUN Op. Cost for SPE MRP for SPE GSN values at rate Card SPE values at actual rates Incremental ad unit beyond MRP There is a KingWorld fee waiver GSN and SPE both deduct agency fees $8.6 $6.1 $0.0 Economics - Mobile Games Exclusive rights to WOF and Jeopardy! Mobile games for 3 years - Both parties generate same revenue and EBIT $13.9 $13.9 $13.9 Online Games Exclusive rights to WOF, Jeopardy! and Rock 'N' Roll Jeopardy! Online games for 3 years - Both parties generate same revenue and EBIT - Includes online digital revenues as well as retail revenue $2.1 $2.1 $2.1 Game Show License Credit against anticipated license fees for next 3 years - Assumes $1MM in licenses per year based on historical average $2.2 $2.2 $0.0 $26.8 $24.3 $16.0 GSN values at rate Card SPE values at actual rates Incremental ad unit beyond MRP There is a KingWorld fee waiver GSN and SPE both deduct agency fees $12.5 $8.9 $0.0 Total Aggressive Scenario Ad Inventory :10 spot each night on WOF and Jeopardy! for 5 years - Mobile Games Exclusive rights to WOF and Jeopardy! Mobile games for 5 years - Both parties generate same revenue and EBIT $20.9 $20.9 $20.9 Online Games Exclusive rights to WOF, Jeopardy! and Rock 'N' Roll Jeopardy! Online games for 5 years - Both parties generate same revenue and EBIT - Includes online digital revenues as well as retail revenue $3.2 $3.2 $3.2 Game Show License Provide an "all you can eat" license for next 5 years - Assumes license fees are at full market rate for all shows for GSN/FUN value - Op cost equals 5 years at GSN current run-rate $22.5 $3.2 $0.0 Syndicated Show Create Power of 10 First-Run Syndicated Show - Assumes profit before overhead - Show remains on the air for 5 seasons - $15.46 W25-54 CPM / 1.8HH Rating $20.2 $20.2 $0.0 $79.3 $56.4 $24.0 Total (1) All cash flows at discounted to present value; 16.5% discount rate for both parties. 3 Impact of Cash Contributions vs. In-kind Contributions In-kind contribution of $80MM would lead to 43% ownership Merger without Sony Contribution Liberty Share of GSN $300 Liberty Share of FUN $200 Sub-total $500 38% 25% 63% Sony Share of GSN Combined Value 38% 100% $300 $800 Merger with Sony Contribution Liberty Share of GSN $300 Liberty Share of FUN $200 Sub-total $500 34% 23% 57% Sony Share of GSN Sony Contributed Assets Sub-total $300 $80 $380 34% 9% 43% Combined Value of NEWCO $880 100% In-kind of $80MM + $60MM cash (for a portion of FUN) leads to 50% overall ownership Merger without Sony Contribution Liberty Share of GSN $300 Liberty Share of FUN $200 Sub-total $500 38% 25% 63% Sony Share of GSN Combined Value 38% 100% $300 $800 Merger with Contribution + Cash of FUN Liberty Share of GSN $300 34% Liberty Share of FUN 140 16% Sub-total $440 50% Sony Share of GSN Sony Contributed Assets Sony Share of FUN Sub-total $300 80 60 $440 34% 9% 7% 50% Combined Value of NEWCO $880 100% Acquiring half of FUN for $100MM would lead to 50% ownership Merger without Sony Contribution Liberty Share of GSN $300 Liberty Share of FUN $200 Sub-total $500 38% 25% 63% Sony Share of GSN Combined Value 38% 100% $300 $800 Merger after Sony Buys 50% of FUN Liberty Share of GSN $300 Liberty Share of FUN $100 Sub-total $400 38% 13% 50% Sony Share of GSN Sony Share of FUN Sub-total $300 $100 $400 38% 13% 50% Combined Value of NEWCO $800 100% 4 Next Steps • GSN forecasts – With and without FUN combination • FUN valuation and forecasts • Potential additional sources of value – Allow GSN to air Wheel of Fortune and Jeopardy! Episodes 2 years after broadcast and in better time-periods) • EBIT and gain estimates, vs. current MRP • Assess value of digital gameshow rights via other avenues (e.g., JV with game publisher) • Agree on proposal to Liberty – Assets to contribute, plus cash – Sale alternative price – Timing/GSN plan approval pending…? 5 Appendix A: GSN / FUN Overview 6 FUN Technologies Inc. (TSX: FUN / AIM: FUN) Company Overview • FUN Technologies, which is 51% owned by Liberty Media Corporation, is a leading online casual gaming provider with fullservice offerings in the sectors of skill-based games and fantasy sports • Provides private-label gaming systems and services to some of the world’s largest online entertainment groups, including AOL, MSN and NASCAR.com • Two business divisions: FUN Games and FUN Sports • FUN Games division is comprised of wholly owned skill-gaming subsidiaries, SkillJam and WorldWinner, as well as Octopi, FUN’s mobile and online multiplayer game developer • FUN Sports provides content, games and fantasy sports leagues, real-time sports statistics, as well as NASCAR-related and other fantasy sports games to consumers and corporate partners Investment Detail – Liberty Media and the “New FUN” Product Offering Overview • Leading site for fee-based skill games, offerings include pay-forplay/subscription products such as online games, tournaments, and downloadable deluxe games • Games: Zuma, Bejeweled 2, Solitaire, Lingo, Bookworm • 2006E Revenue: $16.3M • User Metrics: 567K monthly uniques, Avg. 20 pages and 15 min. per unique visit, 58% Female, 16% under age 35, 70% under age 50 • Avg of 350K games played daily, hosts 10M+ games with millions in awards and prizes in five categories: Card, Word, Arcade, Strategy and Sports • 2006E Revenue: $9.6M • User Metrics: 1.4M monthly uniques, Avg. 79 pages and 55 min. per unique visit, 60% Female, 13% under 25, 82% under 45 • Developer specializing in mobile and web-based multiplayer games (blowfish, bowling, shuffleboard) • Clients include Nokia, Paramount, Sony Ericsson, T-Mobile, SBC, Nike, Pepsi, Adidas and Blockbuster. • Consistently among the nation's most-visited sports sites • One-stop shop for fantasy players; games, league mgmt tools, live stats, and comprehensive fantasy sports • Provides turn key fantasy sports products to AOL.com, NASCAR.com, PGA.com, NFLPA.com, and NBA.com • 2006E Revenue: $15.5M • User Metrics: 470K monthly uniques, Avg. 59 pages and 49 min. per unique visit, 74% Male, 42% under 35, 80% under 50 • On March 10, 2006, FUN Technologies plc (“Old FUN”) and FUN Technologies Inc. (“New FUN”) announced the completion of the Scheme of Arrangement (the “Scheme”) involving Liberty Media • Provides real-time information on the Internet, including live odds, major line move alerts, urgent messages, injury reports and statistical reports • 2006E Revenue: $9.5M • Old FUN has become the wholly-owned subsidiary of New FUN and Liberty indirectly owns approximately 51% of the outstanding common shares in New FUN on a fully-diluted basis • Leading fantasy sports operator, has operated games for USA TODAY, Sports Weekly, The Hockey News, The Golf Channel and The Sporting News, MSNBC, Snap and The Lottery Channel • Offers baseball, football, basketball, hockey, golf and auto racing games that can be played via phone, mail, email, fax and the Internet • As part of the transaction, Liberty invested US$50 M in the Company implying a current valuation of US$98 million • One of oldest and largest providers of predominantly fee-based fantasy sports games (NASCAR race challenges, College Football full-season and College Basketball Tournament challenge) • Subscription based games also provide easy access for free play page 7 FUN Technologies plc (TSX: FUN / AIM: FUN) Financial Performance Key Developments ($ in millions) 2004A FY Ended December 31, 2005A 2006E 2007E Revenue Growth Rate $1,886 NA $25,158 1233.9% $47,146 87.4% $62,462 32.5% Gross Profit Margin $1,130 59.9% $19,072 75.8% $28,315 60.1% $34,895 55.9% EBITDA Margin % Growth Rate ($4,563) (241.9%) NA $552 2.2% 112.1% ($6,173) (13.1%) (1218.3%) $9,104 14.6% 247.5% EBIT Margin % ($5,962) (316.1%) ($12,420) (49.4%) ($28,179) (59.8%) ($10,216) (16.4%) Net Income Margin % ($5,080) (269.4%) ($3,950) (15.7%) ($4,613) (9.8%) $5,152 8.2% Source: Projections per Canaccord Adams and CIBC Equity Research Toronto Stock Exchange Performance (1/24/2006 to Present) June 2002 • Originally founded as CES Software plc December 2003 • Listed on the Alternative Investment Market (AIM) of the LSE July 2004 • Acquired SkillJam Technologies Corporation for US$8 million October 2004 • Listed on the Toronto Stock Exchange (TSX) • Announced £20 million (C$46 million) financing increasing to C$55 January 2005 • Changed company name to FUN Technologies plc February 2005 • Acquired Don Best Sports for US$47 million June 2005 • Acquired all the assets of Fanball Interactive, LLC January 2006 • Acquired all the assets of Octopi, Inc., a company focused on webbased and mobile gaming March 2006 • Liberty Media Corporation acquired 51%; reconstituted as FUN Technologies Inc. • Acquired WorldWinner Inc. for US$23 million April 2006 • Acquired all the assets of Fantasy Sports, Inc May 2006 – September 2006 • Partnered with GSN to televise first-ever worldwide web games championship (awarded million dollar grand prize) August 2006 • Acquired CDM Sports November 2006 • Launched SCRABBLE Cubes to have all-time highest number of cash players competing in tournaments on Worldwinner site . page 8 GSN and FUN Combined Potential Value • Expand GSN Audience Base Reduce Customer Acquisition/Retention Costs for FUN Cross-Promotion / New Content • FUN Sports assets skew towards younger males – Leverage asset to create new GSN content targeted at this demographic – Increase advertising directed at younger audience (GSN watcher median age: 50) FUN Casual Gaming assets (Solitaire, Bejeweled, etc.) skew toward female gamers – Leverage asset to create new GSN content targeted at younger females demographic – Further develop advertising directed at female audience • FUN Technologies faces rising customer acquisition costs as it attempts to build scale to cover development costs – i.e. increased cost of prizes, events, marketing • Tap into GSN’s reach of 60 million households to build user base while minimizing customer acquisition costs • Partner with GSN advertisers to share marketing and promotional costs • Promotion of FUN’s games and websites on GSN programming and advertising and GSN programs on FUN’s sites and events Create interactive games platform leveraging GSN distribution reach • page 9 Potential Incremental Value Audience Reach/Demographics Current CPM Potential CPM Incremental Value • ~60M households • Median Age: ~50 years old • 60% Female, 40% Male • $4.00 • 10% Increase to $4.40 • CY06E Ad Revenue: $64M • Pro Forma Ad Revenue: $71M • Incremental Revenue: $6.4M Total Incremental Value Revenues Ad Revenue Affiliate Revenue Participation Revenue Online Revenue Other Revenue Launch Support Online Revenue Share Total Net Revenue EBITDA GSN CY06 Forecast $ $ $ Adjustments 64,091 $ 61,297 726 801 1,384 (11,634) (313) 116,352 15,982 $ 6,409 - Pro Forma CY06 (Inc. Value) $ $ 6,409 $ Comments 70,500 10% increase based on higher CPMs (more attractive 61,297 demographics leveraging FUN content and audience) 726 801 1,384 (11,634) (313) 122,761 22,391 Outstanding Questions: Confirm GSN’s current CPM What would be incremental increase in CPM should GSN leverage FUN content to change demographic profile? What are comparable channels and corresponding CPMs with audience similar to what GSN audience would look like? (i.e. G4) page 10 Appendix B: Financial Calculations 11 Ad Inventory Value Ad Inventory Pricing WOF :10 Weeknight WOF :10 Weekend Jeopardy! :10 Weeknight Jeopardy! :10 Weekend Rate Card $8,747 $2,913 $7,485 $1,970 Actuals $7,174 $2,413 $4,295 $1,145 Values at Rate Card ($MM) Gross Value 15% Agency Commision Net Value 36% to King World Cash Flow 3 Yr. DCF 5 Yr. DCF 1 $4.56 ($0.68) $3.88 2 $4.56 ($0.68) $3.88 3 $4.56 ($0.68) $3.88 $3.88 $3.88 $3.88 1 $3.23 ($0.48) $2.74 2 $3.23 ($0.48) $2.74 3 $3.23 ($0.48) $2.74 $2.74 $2.74 $2.74 Year 4 5 6 $4.56 $4.56 $4.56 ($0.68) ($0.68) ($0.68) $3.88 $3.88 $3.88 WILL NOT BE INCLUDED $3.88 $3.88 $3.88 7 $4.56 ($0.68) $3.88 8 $4.56 ($0.68) $3.88 9 $4.56 ($0.68) $3.88 10 $4.56 ($0.68) $3.88 $3.88 $3.88 $3.88 $3.88 7 $3.23 ($0.48) $2.74 8 $3.23 ($0.48) $2.74 9 $3.23 ($0.48) $2.74 10 $3.23 ($0.48) $2.74 $2.74 $2.74 $2.74 $2.74 $8.63 $12.55 Values at Actual Rates ($MM) Gross Value 15% Agency Commision Net Value 36% to King World Cash Flow 3 Yr. DCF 5 Yr. DCF Year 4 5 6 $3.23 $3.23 $3.23 ($0.48) ($0.48) ($0.48) $2.74 $2.74 $2.74 WILL NOT BE INCLUDED $2.74 $2.74 $2.74 $6.11 $8.88 12 Game / License Values Mobile Games Online Games Year Revenues WOF Deluxe WOF for Prizes Jeopardy Intl WOF Intl Jeopardy Total Revenue Costs Development Porting Backfill Total Costs Cash Flow Year 1 $4.8 0.6 1.1 0.8 0.1 $7.4 2 $5.0 0.6 1.2 0.8 0.1 $7.7 3 $5.3 0.7 1.2 0.8 0.1 $8.0 4 $5.6 0.7 1.3 0.8 0.1 $8.4 5 $5.8 0.7 1.3 0.8 0.1 $8.8 0.3 1.0 0.1 1.4 0.3 1.1 0.1 1.4 0.3 1.1 0.1 1.5 0.3 1.2 0.1 1.6 0.4 1.2 0.1 1.7 $6.0 $6.2 $6.5 $6.8 $7.1 Revenues Online Games (1) Encore Retail Total Revenue Costs Development Total Costs Cash Flow 1 $0.8 0.3 $1.1 2 $0.8 0.3 $1.2 3 $0.9 0.3 $1.2 4 $0.9 0.3 $1.3 5 $1.0 0.4 $1.3 0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2 $0.9 $0.9 $1.0 $1.0 $1.1 3 Yr. DCF $2.1 5 Yr. DCF $3.2 (1) Includes Wheel of Fortune, Jeopardy! and Rock 'N' Roll Jeopardy! 3 Yr. DCF $13.9 5 Yr. DCF $20.9 Game Show License Historical GSN License fees 2001 $3.75 2002 $0.44 PV of 3 years at average PV of 5 year at average 2003 $0.01 2004 N/A 2005 $1.78 2006 $0.02 2007 $0.02 $2.23 $3.24 13 Power of 10 – Half-Hour Strip Series (Greenlight Model) ($ IN THOUSANDS) Assumptions Cash License Fees Per broadcast wk. Broadcast Weeks Barter Revenue (2 National / 5 Local) Household Rating Household CPM Demo CPM (W 25-54) CPM Growth Units Production Costs Weekly Production Cost Incl. Host Strip Weeks Total Season % Increase Assumed 5.0% $275 52 14,300 $350 52 18,200 $500 52 26,000 $550 52 28,600 2.5 $4.02 $15.46 2.5 $4.02 $15.46 0.0% 2.5 $4.02 $15.46 0.0% 2.5 $4.02 $15.46 0.0% 2.5 $4.02 $15.46 0.0% 1,040 1,040 1,040 1,040 ($446) 39 ($17,404) 5.0% ($469) 39 ($18,274) 5.0% ($492) 39 ($19,188) 5.0% ($517) 39 ($20,147) 5.0% ($90) ($95) ($99) ($104) ($109) 1 39 Number of weeks Revenues Cash License Fees Net Ad Sales, Product Integration and Sponsorship Sponsorship / Tradeouts Promotional Fees International Revenue Total Revenues $0 Costs Production Costs Start Up Cost ($800k), Presentation & Pilot ($1.0m) Marketing Residuals - Domestic Releasing - Domestic Syndication (Standard Def. only) Research/Other Participations - 25% MAGR Davies 10/10/10 Total Profit (Loss) before Overhead 3.5% 5.0% 2 39 Profit (Loss) after Overhead Rate of Return Before Overhead Rate of Return After Overhead 3 39 4 39 5 39 Total 195 13,000 10,260 2,565 25,825 14,300 10,385 2,596 27,281 18,200 10,482 2,621 31,303 26,000 10,589 2,647 39,236 28,600 9,978 2,495 41,073 100,100 51,694 12,924 164,718 (16,575) (1,800) (5,000) (975) (460) (150) (24,960) (17,404) (4,500) (1,009) (483) (125) (23,521) (18,274) (4,500) (1,044) (507) (125) (1,026) (25,477) (19,188) (4,500) (1,081) (533) (125) (1,235) (26,662) (20,147) (4,500) (1,119) (559) (125) (1,308) (27,758) (91,587) (1,800) (23,000) (5,228) (2,542) (650) (3,570) (128,378) 865 Production Overhead (Capped @ 26 weeks) 980 ($425) 39 ($16,575) Allocated Overhead (75% Rate capped @ 26 wks) 5 Yr. DCF $250 52 13,000 3,760 5,826 12,575 13,314 36,340 (2,340) (2,457) (2,580) (2,709) (2,844) (12,930) (1,475) 1,303 3,247 9,866 10,470 23,410 71% 37% $20.2 14 Game Show License (All You Can Eat) Title $1.98 BEAUTY SHOW, THE $100,000 PYRAMID $20,000 PYRAMID $25,000 PYRAMID ALL NEW DATING GAME, THE BULLSEYE (1980) CAMOUFLAGE DATING GAME, THE (1965-PRESENT) GONG SHOW, THE (1976 SERIES) HOT POTATO JEOPARDY JOKER! JOKER!! JOKER!!! JOKER'S WILD NEW TREASURE HUNT, THE NEWLYWED GAME, THE (1985 - 89) NEWLYWED GAME, THE (1996 - 99) PYRAMID (2002) ROCK & ROLL JEOPARDY! RUCKUS RUSSIAN ROULETTE (SERIES) THREE'S A CROWD (1979) TIC TAC DOUGH WHEEL OF FORTUNE WHEEL OF FORTUNE 2000 Customer GSN GSN GSN GSN GSN GSN A&E GSN GSN GSN GSN GSN GSN GSN GSN GSN ABC Family GSN GSN TAI SENG GSN GSN GSN GSN Total 1996 $810,000 2000 2001 $42,000 $1,080,000 $2,000 $408,500 $5,250 $540,000 2002 Year 2003 2004 2005 2006 $267 $267 2007 $273 $820 $273 $500 $500 $800 $273 $500 $2,750 $800 $800 $273 $273 $267 $267 $267 $10,370 $273 $273 $273 $820 $267 $800 $9,880 $273 $4,098 $8,195 $40,500 $703,500 $40,500 $703,500 $15,172 $26,271 $6,018,075 $7,882,743 $540,000 $3,500 $3,000 $540,000 $5,250 $3,750 $22,750 $783,000 $30,250 $30,250 $399,875 $131,375 $6,000 $1,000 $1,000 $851,250 $750 $2,894,118 $2,340,000 $710,700 $423,000 $525,000 $78,000 Minimum $42,000 $540,000 Maximum $42,000 $1,080,000 $408,500 $408,500 $540,000 $810,000 $710,700 $30,250 $30,250 $783,000 $30,250 $30,250 $423,000 $131,375 $2,340,000 $78,000 $851,250 $131,375 $2,894,118 $78,000 $8,125 $810,000 $540,000 $9,750 $40,500 $703,500 $3,375 $3,779,375 1 $6,950,409 2 $6,950,409 Year 3 $6,950,409 5 Year NPV $1,500 $4,293,368 $2,361,125 4 $6,950,409 5 $6,950,409 $423,000 $1,775,700 $22,494,753 NOTE: Includes only dollar values >$30K. 15
© Copyright 2026 Paperzz