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Media Investment - Pinewood Studios

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1<br />

<strong>Pinewood</strong> Shepperton plc<br />

“A leading provider of services to the global film<br />

and television industry”<br />

Business Overview and Interim Results<br />

27 November 2012


2<br />

PINEWOOD’S FACILITIES


4<br />

PRESENTATION TEAM<br />

Ivan Dunleavy - Chief Executive, <strong>Pinewood</strong> Shepperton plc<br />

Ivan Dunleavy has spent his career in media businesses, initially in finance roles. Prior to<br />

his current role he was chief executive of VCI plc, until it was acquired by Kingfisher plc<br />

in November 1998. He is a director of UK Screen Association Limited, the industry trade<br />

body, and has been chief executive of <strong>Pinewood</strong> Shepperton since February 2000.<br />

Nicholas Smith - Commercial Director, <strong>Pinewood</strong> Shepperton plc<br />

Nicholas Smith joined <strong>Pinewood</strong> Shepperton in May 2002 and was appointed to the Board<br />

in July 2005. In February 2012, Nicholas was appointed to the Board of Iskandar<br />

Malaysia <strong>Studios</strong> SDN BHD. Previous positions include Head of European Sales for Nokia<br />

(Home Communications), European Sales Director for beenz.com, Broadcast Director for<br />

TSMS Ltd and Marketing Manager at London Weekend Television.<br />

Chris Naisby - Group Finance Director, <strong>Pinewood</strong> <strong>Studios</strong> Group<br />

Chris Naisby joined the <strong>Pinewood</strong> <strong>Studios</strong> Group in 2001 as finance manager, having<br />

previously worked in financial roles at various media companies, including Reed<br />

Elsevier. He was promoted to financial controller in April 2008 with key responsibilities for<br />

supporting the finance director and the Board with strategic financial information,<br />

preparation of statutory accounts and board reports, as well as managing the finance<br />

team. In April 2012 he was appointed Group Finance Director of <strong>Pinewood</strong> <strong>Studios</strong><br />

Group.


5<br />

AGENDA<br />

1. Company Overview and Strategy<br />

2. Market Drivers<br />

3. Operations for the Six Months Ended 30 September 2012 (“the period”)<br />

• Film<br />

• Television<br />

• <strong>Media</strong> Park<br />

• <strong>Media</strong> <strong>Investment</strong><br />

4. Financial Review<br />

5. Summary


6<br />

1. COMPANY OVERVIEW AND STRATEGY


7<br />

1.1 COMPANY OVERVIEW –<br />

REVENUE MODEL<br />

Film<br />

• Hire of stage space<br />

• Provision of ancillary services<br />

• Digital content services<br />

• International<br />

TV<br />

• Dedicated TV studios<br />

• Provision of film stages for light entertainment<br />

• Filmed drama<br />

• Provision of ancillary services<br />

<strong>Media</strong> Park<br />

• Rental of property on formal leases<br />

• Service charge<br />

<strong>Media</strong> <strong>Investment</strong><br />

• <strong>Pinewood</strong> Films<br />

• <strong>Pinewood</strong> Pictures (Isle of Man <strong>Media</strong> Development Fund)


8<br />

1.2 COMPANY OVERVIEW<br />

• Europe’s largest provider of stage and<br />

studio space for film and television<br />

(approximately 0.47 million sq ft) -<br />

facilities are used interchangeably<br />

• 34 stages, 5 television studios and 5<br />

digital presentation studios in the UK<br />

• <strong>Media</strong> Park comprises tenanted space<br />

(266 tenants) forming cluster of<br />

creative industries<br />

• International – targeted expansion<br />

leveraging the brand and utilising<br />

expertise with limited capital<br />

investment<br />

• <strong>Media</strong> <strong>Investment</strong> – provide capital<br />

and services to UK Film and Television<br />

Productions<br />

Feb 2000 – <strong>Pinewood</strong><br />

acquired by 3i backed<br />

MBO from The Rank<br />

Group plc<br />

July 2011 – Peel offer<br />

increased shareholding<br />

to c. 71%<br />

2000 2004 2011 2012<br />

Film<br />

£18.8m<br />

May 2004 - Main Market IPO<br />

raising c. £46m; mkt cap<br />

£82.5m / EV £123m<br />

Breakdown of Revenue for 6 month<br />

period ended 30 September 2012<br />

TV<br />

£2.5m<br />

<strong>Media</strong> Park<br />

£3.1m<br />

October 2012 –<br />

change in<br />

shareholding<br />

July 2012 – AIM<br />

listing and £5.4m<br />

placing<br />

<strong>Media</strong><br />

<strong>Investment</strong><br />

£2.7m


9<br />

1.3 COMPANY OVERVIEW –<br />

STUDIOS<br />

<strong>Pinewood</strong><br />

• 90 acres with 0.9m sq ft of built area plus 110 acres of adjacent greenbelt land<br />

• Located at the M25 & M40 junction, 8 miles north of Heathrow<br />

• Freehold NBV of £94.3m included at original acquisition or investment cost (less<br />

depreciation)<br />

• Existing planning consent for 0.7m sq ft of net additional new build floorspace<br />

Shepperton<br />

• 60 acres with 0.6m sq ft of built area<br />

• Located inside the M25, 10 miles south of Heathrow<br />

• Freehold within a 50/50 JV with Aviva with NBV of £19.7m<br />

• Existing planning consent for 0.5m sq ft of net additional new build floorspace<br />

Teddington <strong>Studios</strong><br />

• Leasehold expiring 2014


10<br />

1.4 COMPANY OVERVIEW – STRATEGY<br />

Focused growth strategy<br />

• Operational growth<br />

• Increase in capacity through expansion of stage and studio facilities<br />

• Transformational television investment programme<br />

• Property development<br />

• <strong>Media</strong> Park expansion demand led only – not speculative<br />

• Development of existing site and adjacent land to give step change in<br />

facilities – planning application December 2012<br />

• Leveraging the brand<br />

• Selective international growth through JVs, with limited capital<br />

commitment<br />

• Small scale, low risk film investment<br />

• Management of third party film funds


11<br />

2. MARKET DRIVERS


12<br />

2.1 MARKET DRIVERS<br />

Film - a growing international market<br />

• <strong>Pinewood</strong> competing in a global market<br />

• 2011 global film box office sales of US$32.6bn up 3% from 2010 (2010: US$31.6bn) (1)<br />

• International box office is up 35% over five years (1)<br />

• 2011 UK production spend was £1.26bn – the highest figure on record (2010: £1.25bn) (2)<br />

• Market supported in the UK by fiscal incentives (until at least end of 2015)<br />

Television – ongoing demand for creative content<br />

• Spend on content by all UK TV channels in 2011 reached £5.5bn – up 1.6% year on year (2010:<br />

£5.4bn) (3)<br />

• UK television industry revenue £12.3bn in 2011 (2010: £11.7bn) (3)<br />

• Rising advertising revenues will ultimately benefit production budgets<br />

• Increasing demand for large studio based facilities<br />

• BBC announced closure of Television Centre in 2013<br />

• Proposed fiscal incentives for high end television production in the UK, potentially effective April 2013<br />

<strong>Media</strong> Park – the appeal of creative hubs continues<br />

• Consistent demand from screen industry tenants<br />

(1) Source: MPAA Theatrical Market Statistics 2011<br />

(2) Source: BFI 2012<br />

(3) Source: Ofcom Communications Market Report UK: 2012


13<br />

2.2 CONTENT CONVERGENCE<br />

VIDEO GAMES<br />

TELEVISION<br />

ADVERTISING COMMERCIALS<br />

SCREEN<br />

INDUSTRIES<br />

FILM<br />

ANIMATION


14<br />

3. OPERATIONS


15<br />

3.1 FILM<br />

• Film revenues of £18.8m for the period (31 Dec 2011: £16.5m)<br />

• A leading facility in an international market<br />

• Premier and unique facilities<br />

• Digital Content Services<br />

– Cost efficient digital production<br />

– Preservation, restoration and archive services<br />

– International language versioning<br />

– Original sound post production<br />

Skyfall © 2012 Metro-Goldwyn-Mayer Pictures/<br />

Columbia Pictures/EON Productions. All rights<br />

reserved.<br />

Les Misérables © Universal Pictures<br />

Dracula Prince of Darkness © Hammer Films,<br />

Studio Canal. All rights reserved.


16<br />

3.1 FILM (CONT’D)<br />

Recent growth initiatives include:<br />

• New Richard Attenborough stage at <strong>Pinewood</strong><br />

opened in 2012:<br />

- 30,000 sq ft facility<br />

- Increased capacity by 7%<br />

- Flexible offering suitable for TV and film use<br />

- £5.6m investment<br />

• New £6.9m 45,000 sq ft, flexible use, studio<br />

facility approved at <strong>Pinewood</strong><br />

- Construction to commence in January 2013<br />

© <strong>Pinewood</strong> <strong>Studios</strong> Ltd.<br />

© <strong>Pinewood</strong> <strong>Studios</strong> Ltd.


3.2 TELEVISION<br />

• Revenues of £2.5m for the period (31 Dec 2011: £3.6m)<br />

• Top three player in the UK television facilities market<br />

• Following period of contraction, UK TV market now experiencing<br />

growth in certain genres<br />

• Increasing demand for larger audience television shows<br />

• Potential fiscal incentives for high end TV – attraction for UK /<br />

overseas production companies<br />

• Provide a full service offering and the flexibility of large studios<br />

Don’t Stop Me Now<br />

© Sky 1 HD<br />

17<br />

Love Machine © Sky Living / Andi Southam<br />

The Magicians © BBC


3.3 MEDIA PARK<br />

• Revenues of £3.1m for the period (31 Dec 2011:<br />

£3.2m)<br />

• Integral part of the creative industries cluster:<br />

– Broad service offering<br />

– Bespoke tenanted space<br />

– Rental rates performing well<br />

• 96% occupancy using 360,000 sq ft of existing<br />

space<br />

• Ongoing review and refurbishment of stock of <strong>Media</strong><br />

Park areas<br />

• Existing consents to fulfil occupier led demand<br />

18<br />

© <strong>Pinewood</strong> <strong>Studios</strong> Ltd.<br />

© <strong>Pinewood</strong> <strong>Studios</strong> Ltd.


3.4 INTERNATIONAL<br />

• Incremental and diversified income stream utilising<br />

existing skills and experience<br />

• Create opportunities with appropriate partners and<br />

minimal capital commitment by leveraging <strong>Pinewood</strong> brand<br />

• Target strategic, regional and growth areas<br />

• Reviewing other potential growth areas<br />

<strong>Pinewood</strong> Toronto <strong>Studios</strong><br />

19<br />

<strong>Pinewood</strong> Iskandar Malaysia <strong>Studios</strong><br />

<strong>Pinewood</strong> Studio Berlin Film Services<br />

<strong>Pinewood</strong> Indomina <strong>Studios</strong>


20<br />

3.5 MEDIA INVESTMENT<br />

• Revenues of £2.7m for the period<br />

(31 Dec 2011: £1.3m)<br />

• <strong>Pinewood</strong> Pictures (IOM £25m <strong>Media</strong><br />

Development Fund)<br />

• New film investment<br />

- Low capital risk<br />

- Benefits to on-site and facility utilisation<br />

- Attractive Government fiscal incentives<br />

Last Passenger © Pathé Productions Ltd.<br />

Belle © David Appleby


21<br />

4. FINANCIAL REVIEW


22<br />

4.1 FINANCIAL REVIEW -<br />

INCOME STATEMENT<br />

* Adjusted for exceptional items<br />

6 months to 30 Sept 6 months to 31 Dec<br />

15 months to<br />

31 March<br />

12 months to<br />

31 Dec<br />

£m 2012 2011 2012 2010<br />

Revenue 27.1 24.6 63.0 43.4<br />

<strong>Media</strong> Services:<br />

Film 18.8 16.5 43.5 29.0<br />

Television 2.5 3.6 10.1 8.2<br />

<strong>Media</strong> Park 3.1 3.2 8.0 6.2<br />

<strong>Media</strong> <strong>Investment</strong><br />

Services: 2.7 1.3 1.4 -<br />

EBITDA * 8.1 5.7 17.9 12.8<br />

Margin 30% 23% 28% 30%<br />

EBIT * 6.1 3.7 13.2 9.1<br />

Margin 22% 15% 21% 21%<br />

Underlying PBT * 4.4 1.6 9.5 5.8<br />

Underlying EPS * 6.7p 3.5p 14.6p 7.7p<br />

DPS 0.5p - - 3.6p<br />

ROCE 8.9% 8.7% 8.7% 7.7%


23<br />

4.2 FINANCIAL REVIEW - CASHFLOW<br />

6 months to<br />

30 Sept<br />

6 months to<br />

31 Dec<br />

15 months to<br />

31 March<br />

12 months to<br />

31 Dec<br />

£m 2012 2011 2012 2010<br />

EBIT 6.1 3.7 13.2 9.1<br />

Share based payments - - 0.2 0.2<br />

Depreciation 2.0 1.9 4.7 3.8<br />

Working capital 2.8 (2.0) (0.1) 4.6<br />

Other (0.9) 0.4 (1.8) (0.1)<br />

Operating cashflow 10.0 4.0 16.2 17.6<br />

Operating cash conversion 164% 108% 123% 193%<br />

Interest paid (1.9) (2.0) (4.1) (3.0)<br />

Tax received/(paid), net 0.1 (1.2) (3.0) (1.9)<br />

Maintenance capex (1.7) (2.1) (3.7) (3.0)<br />

Free cashflow 6.5 (1.3) 5.4 9.7<br />

Expansionary capex (2.7) (5.7) (12.5) (3.7)<br />

Dividend - - (1.2) (1.6)<br />

Other - - - (0.5)<br />

Net cashflow before financing 3.8 (7.0) (8.3) 3.9<br />

Financing 1.6 4.8 8.2 (2.5)<br />

Net increase / (decrease) in cash 5.4 (2.2) (0.1) 1.4<br />

Net debt (41.9) (50.1) (50.4) (42.7)


4.3 FINANCIAL REVIEW - BALANCE SHEET<br />

Balance Sheet<br />

Assets<br />

30<br />

Sept<br />

31<br />

March<br />

31<br />

Dec<br />

£m 2012 2012 2010<br />

Property, plant and equipment 121.4 119.6 115.4<br />

<strong>Investment</strong> property 6.1 6.2 6.4<br />

Intangible & long term assets 5.9 5.9 5.9<br />

Current assets 16.0 7.6 8.3<br />

TOTAL ASSETS 149.4 139.3 136.0<br />

Equity 80.4 73.1 75.1<br />

Liabilities<br />

Loans and borrowings 47.7 50.9 43.2<br />

Deferred tax 1.1 1.2 1.3<br />

Current liabilities 20.2 14.1 16.4<br />

TOTAL EQUITY &<br />

LIABILITIES 149.4 139.3 136.0<br />

Gearing 53% 68% 56%<br />

Interest Cover 2.7x 2.9x 2.8x<br />

24<br />

Loans and borrowings<br />

Existing committed bank facilities expire in November 2016.<br />

Utilised Facilities<br />

£m £m<br />

RCF 20.0 35.0<br />

Term Loan 15.0 15.0<br />

Overdraft - 5.0<br />

Asset financing 1.1 1.1<br />

Other, net (0.4) -<br />

35.7 56.1<br />

Share of SSPP loan (50%) 12.0 20.0<br />

47.7 76.1


25<br />

5. SUMMARY


26<br />

5. SUMMARY<br />

• Proven business model providing significant value added services<br />

to both UK and international clients<br />

• Sound financial record<br />

• Positive branding with a number of film productions secured for<br />

2013<br />

• Actively exploring further strategic opportunities within other<br />

global sectors where content growth is set to increase<br />

• Aggressive development and expansion proposals in the UK<br />

• Major investor actively involved and supportive of Company’s<br />

strategic growth plan


DISCLAIMER<br />

This presentation has been prepared by <strong>Pinewood</strong> Shepperton plc ("Company") and relates to the proposed offer to certain institutional and other investors ("Offer") of ordinary shares ("Shares") of the<br />

Company.<br />

This presentation is not a prospectus prepared in accordance with the Prospectus Rules of the Financial Services Authority ("FSA") made under section 73A of the Financial Services and Markets Act 2000<br />

("FSMA") and has not been approved as a prospectus by the FSA (as the competent authority in the UK). This Presentation does not contain any offer of transferable securities to the public as such expression<br />

is defined in section 102B FSMA or otherwise and does not constitute or form part of any offer or invitation to subscribe for, underwrite or purchase securities.<br />

This presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase, any Shares or any other securities, nor shall it (or any part of it), or the<br />

fact of its distribution, form the basis of, or be relied on in connection with, any investment decision. Further, this presentation does not constitute a recommendation regarding any decision to sell or<br />

purchase securities in the Company.<br />

The matters referred to in the presentation may (in whole or in part) constitute inside information for the purposes of the Criminal Justice Act 1993 or the market abuse regime under Part VIII of FSMA<br />

(together the "Acts"). Without limiting the obligations imposed under those Acts, by receiving this presentation you agree that you must not deal in (or encourage another person to deal in) the Company's<br />

shares or securities or base any behaviour on such information until such information has ceased to be inside information for the purpose of the Acts.<br />

This presentation and the contents thereof are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. No reliance may be<br />

placed for any purpose whatsoever on the completeness, accuracy or fairness of the information or opinions contained in this presentation.<br />

No representation or warranty, expressed or implied, is made or given by or on behalf of the Company, Nplus1 Brewin LLP (“N+1 Brewin”) or any other advisers, or any of their respective parent or subsidiary<br />

undertakings, or any of such person's directors, officers or employees, or any other person, as to the accuracy, completeness or fairness of the information or opinions contained in this presentation. None of<br />

the information contained in this presentation has been independently verified by N+1 Brewin or any other person and no responsibility or liability is assumed by any such persons for any such information or<br />

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damage suffered by any person as a result of relying on a statement in, or omission from, this presentation, and any such liabilities are expressly disclaimed. In particular, but without limitation, no<br />

representations or warranties are given as to the prospects of the Company and nothing in this presentation should be relied upon as a promise or representation as to the future.<br />

This presentation and the Offer when made are only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of article 2(1)(e)<br />

of the Prospectus Directive ("Qualified Investors"). In addition, in the United Kingdom, this presentation is being distributed only to, and is directed only at, Qualified Investors (i) who have professional<br />

experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order") or (ii) who fall within article<br />

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inducements to enter into investment activity on the basis that it is only being made to relevant persons, and has therefore not been approved by an authorised person as would otherwise be required by<br />

section 21 FSMA. This presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other<br />

than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this presentation relates is available only to (i) in the United Kingdom, relevant persons,<br />

and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons.<br />

It is a condition of your receiving this presentation that you are a relevant person. By accepting this presentation you warrant, represent and acknowledge to the Company and N+1 Brewin that you are a<br />

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to any corporation, partnership or other entity created or organised under the laws thereof or in any other country outside the United Kingdom where such distribution may lead to a breach of any law or<br />

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This presentation contains written and oral ‘forward-looking statements’, which includes all statements that do not relate solely to historical or current facts. These forward-looking statements speak only as at<br />

the date of this presentation. All forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are<br />

outside of the Company’s control that could cause actual results to differ materially from such statement. The Company undertakes no obligation publicly to update or revise any forward-looking statements,<br />

whether as a result of new information, future events or otherwise. In particular this presentation includes certain statements provided by the Company with respect to the anticipated Offer that may or may<br />

not prove to be correct. There can be no assurance that the Offer will take place, or will take place within the period indicated in this presentation. Recipients should be aware there is no guarantee that there<br />

will be a liquid market for the Company's shares in the future.<br />

N+1 Brewin, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Company in relation to the Offer and no one else and will not be responsible to anyone other<br />

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27

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