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Postmedia Network Canada Corp.
Q4 F2014 Investor and Analyst
Conference Call
October 24, 2014
Forward Looking Statements
This presentation may include certain information that is “forward-looking information” under applicable Canadian securities laws and “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
By their nature, forward-looking information and statements involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Forward-looking statements in this presentation include statements with respect to the
acquisition of certain Sun Media publications, the review of the transaction by the Competition Bureau, the proposed debt and equity financing for the
transaction and the anticipated benefits to Postmedia from the transaction and financings, including improved financial strength, free cash flow,
leverage ratios and synergies. Any "financial outlook" in this presentation, as defined by applicable securities legislation, has been approved by
management of Postmedia and is included for the purpose of illustrating the materiality of the acquisition of the assets of QMI’s English language
publications, and for no other purpose. By their nature, forward-looking information and statements involve risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the future. These risks and uncertainties include, among others: the possibility
that the transaction, including the related financings, will not close (including, without limitation, as a result of the failure to gain regulatory approvals);
the risks associated with the possible failure to realize the anticipated synergies in integrating the operations of the Sun Media publications with the
operations of Postmedia; competition from digital and other forms of media; the effect of economic conditions and structural changes in the industry on
advertising revenue; the ability of the Company to build out its digital media and online businesses; the failure to maintain current print and online
newspaper readership and circulation levels; the realization of anticipated cost savings; possible damage to the reputation of the Company’s brands or
trademarks; possible labor disruptions; possible environmental liabilities, litigation and pension plan obligations; fluctuations in foreign exchange rates
and the prices of newsprint and other commodities.
For a complete list of our risk factors please refer to the section entitled “Risk Factors” contained in our annual management’s discussion & analysis
for the year ended August 31, 2014, which can be found on the Company’s website at www.postmedia.com, on SEDAR at www.sedar.com or on the
SEC’s website at www.sec.gov. Although the Company bases such information and statements on assumptions believed to be reasonable when
made, they are not guarantees of future performance and actual results of operations, financial condition and liquidity, and developments in the
industry in which the Company operates may differ materially from any such information and statements in this presentation.
Given these risks and uncertainties, undue reliance should not be placed on any forward-looking information or forward-looking statements, which
speak only as of the date of such information or statements. Other than as required by law, the Company does not undertake, and specifically
declines, any obligation to update such information or statements or to publicly announce the results of any revisions to any such information or
statements.
Unless otherwise noted, all references to “$” are to Canadian dollars.
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Our English-language
paid daily newspapers
have, in total, the
highest weekly print
readership when
compared to other
media organizations in
Canada, reaching 3.9
million Canadians each
week(1)
Digital properties with
6.1 million average
monthly unique
visitors(2), including
newspaper sites ranked
#1 in Canada that reach
33% of Canadian
newspaper site visitors(2)
(1) Source: NADbank 2013, 10 owned Postmedia daily newspapers. Weekly print readership includes print or pdf replica
(2) Source: comScore, MediaMetrix, Total Canada, All Locations, Q4F’14 (3 month Average June/July/August ‘14)
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Acquisition of Sun Media
Transaction
Overview
Sun Media
Acquisition
• Postmedia Network Inc. has entered into an agreement with Quebecor Media Inc. to acquire its Sun Media’s English
language newspaper assets, associated digital properties, as well as its Toronto printing facility (collectively “Sun
Media”)
• 175 publications, including:
o 6 major market urban daily newspapers
o 27 daily newspapers in smaller communities largely in Ontario
o 140 weekly community newspapers and specialty publications across Canada
o The 24 Hours free “commuter” papers in Toronto and Vancouver
• Sun Media’s associated digital properties (Sun chain of dailies), including the English portions of the Canoe Network
and Autonet, as well as yourlifemoments.ca, classifiedextra.ca, homes-extra.ca and autodealersolutions.com
• Real estate assets with >1mm ft2 and an estimated value of $50-$60 million
Purchase
Price
• $306 million; 100% cash consideration
o $316 million less an adjustment of $10 million related to real estate disposals to be completed prior to closing
o Includes working capital, but subject to customary working capital adjustment
• 3.5x acquisition multiple on LTM (June 30, 2014) adjusted EBITDA of $87 million (excl. synergies)
o 3.3x multiple including synergies of $6 million
Financing
• $140 million add-on to Postmedia’s first lien 8.25% Notes due 2017
o Fully committed from existing investor via subscription agreement
• Equity Rights Offering - ~$186 million less net proceeds of any real estate proceeds prior to launch
o Could reduce offering by up to $50 million
o Fully backstopped by GoldenTree Asset Management
o Preliminary prospectus to be filed in January 2015
Timing
• Transaction remains subject to regulatory and competition approval
o Review process of 4-6 months anticipated
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Newspapers
Sun Media Overview
Printing
Digital
+ weekly community and specialty publications located in Ontario and
Western Canada
•
Broad range of paid
and free urban daily
newspapers reach ~4
million readers each
week across Ontario
and Western Canada(1)
•
Includes 140
properties in smaller
communities where it
is often the only
newspaper
•
Digital network
averages more than 4
million unique monthly
visitors, including
newspaper websites
and related sites(2)
(1) Source: NADbank 2013; Weekly Print/PDF (Sun Media English and 24H two markets)
(2) Source: Comscore May 2014 Multi-Platform including web and mobile and excluding Quebec vistors
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Operating Results
Q4 Fiscal 2014 Highlights
Q4 Operating Results
• Consolidated revenue declined 13.3% relative to Q4 F2013.
• Revenue declines experienced in all print advertising categories.
• Digital revenue decreased $1.1 million or 5.3% relative to Q4 F2013.
• Expense decreases of 10.3%, relative to Q4 F2013 were offset by revenue declines
resulting in a decrease in operating income before depreciation, amortization and
restructuring of $7.4 million to $15.7 million.
Three Year Transformation Program
• Implemented additional cost reductions in Q4 that are expected to result in net
annualized cost savings of $3 million.
• Total net annualized cost reductions since the three year program was announced total
approximately $109 million or 16% of operating costs.
Real Estate Update
• Agreement to sell the Montreal building for $12.5M with an expected close date of
October 31, 2014 and a conditional agreement for the sale of the Calgary building. Net
proceeds from these transactions, if available prior to the launch of the rights offering will
be used to reduce the offering amount.
• Agreement to sell Vancouver building for $17.5 million with expected close June 30,
2015.
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Q4 Fiscal 2014 – Financial Highlights
(In thousands of Canadian dollars)
For the three months ended
August 31, 2014 and 2013
Q4 F2014
Revenues
Print advertising
Print circulation
Digital
Other
Q4 F2013
(1)
(revised)
For the years ended
August 31, 2014 and 2013
Variance
favourable
(unfavourable)
F2014
F2013
(1)
(revised)
Variance
favourable
(unfavourable)
74,192
48,009
20,266
4,337
146,804
93,968
49,359
21,408
4,574
169,309
(19,776)
(1,350)
(1,142)
(237)
(22,505)
375,457
194,176
88,023
16,599
674,255
445,547
195,899
91,606
18,531
751,583
(70,090)
(1,723)
(3,583)
(1,932)
(77,328)
Operating expenses
Compensation
Newsprint
Distribution
Production
Other operating
62,587
6,660
24,804
9,383
27,669
73,791
8,791
25,806
6,474
31,326
11,204
2,131
1,002
(2,909)
3,657
281,085
30,770
101,794
37,671
113,430
321,224
40,902
107,905
28,270
123,356
40,139
10,132
6,111
(9,401)
9,926
Operating income before depreciation,
amortization and restructuring
15,701
23,121
(7,420)
109,505
129,926
(20,421)
Depreciation
Amortization
Impairments
Restructuring and other items
Operating loss
26,332
9,527
7,934
(28,092)
9,613
10,646
6,100
21,255
(24,493)
(16,719)
1,119
6,100
13,321
(3,599)
66,646
39,080
39,285
(35,506)
29,949
43,325
99,983
34,171
(77,502)
(36,697)
4,245
99,983
(5,114)
41,996
Net loss attributable to equity holders of the
Company
(49,761)
(47,913)
(1,848)
(107,461)
(160,226)
52,765
1.
Results for the three months and year ended August 31, 2013 have been revised from amounts previously reported as a
result of the adoption of new and amended accounting standards on September 1, 2013. See note 2 of our consolidated
financial statements for additional information.
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Q4 Fiscal 2014 – Factors Affecting Revenue
Change vs. Same Period Prior Year for Key Revenue Categories
Revenue Category
3 months ended
3 months ended
November 30, 2013 February 28, 2014
3 months ended
May 31, 2014
3 months ended
August 31, 2014
National print advertising
-11%
-14%
-19%
-25%
Retail print advertising
-12%
-23%
-18%
-24%
Classified print advertising
-24%
-22%
-21%
-24%
-
+5%
-5%
-4%
Digital revenue - Advertising
-7%
-4%
-10%
-10%
Digital revenue - Other
+1%
+6%
+9%
+5%
Print circulation
+1%
-1%
-1%
-3%
Insert revenue
Factors affecting Q4 Fiscal 2014 Revenue
• The automotive and technology segments accounted for approximately 50% of the Q4
print advertising revenue decline.
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Thank you
www.postmedia.com
facebook.com/Postmedia
@postmedianet
linkedin.com/company/postmedia-network-inc.