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Valuation of Kordia Group Limited 4 October 2013

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Valuation of Kordia Group Limited 4 October 2013 The Treasury – Valuation of Kordia Group Limited 4 October 2013 Abbreviations $ New Zealand dollars unless stated otherwise Capex Capital expenditure COGS Cost of goods sold D&A Depreciation and Amortisation EBIT Earnings Before Interest and Taxes EBITDA Earnings Before Interest, Taxes, Depreciation and Amortisation EV Enterprise Value EYTAS Ernst & Young Transaction Advisory Services Limited FX Foreign exchange FY Financial year FYXXA Actual results for the financial year ICT Information and Communication Technology ISP Internet Service Provider Kordia or Kordia Group, KG Kordia Group Limited NPAT Net profit after tax PBT Profit before tax 4 Oct 2013 Abbreviations 2013 SOE Valuations - Kordia.docx Contents Executive summary 1. Executive summary ......................................................................................................................... 2 Company performance 5 2. Company performance .................................................................................................................... 6 Valuation Analysis 13 3. Valuation analysis ..........................................................................................................................14 Comparison of implied multiples for Kordia Group with trading multiples 19 4. Comparison of implied multiples for Kordia Group with trading multiples .........................................20 Sensitivity Analysis 21 5. Sensitivity Analysis .........................................................................................................................22 Appendices A. Comparable companies B. Limitations and disclaimer 4 Oct 2013 Contents 2013 SOE Valuations - Kordia.docx Executive summary 1. Executive summary 1 4 Oct 2013 Executive summary 2013 SOE Valuations - Kordia.docx Executive summary Executive summary This report provides an estimate of the value of the equity in Kordia Group Limited as at 30 June 2013. Recent performance Kordia Group is a broadcasting and telecommunications services company, with operations based in New Zealand and Australia. In New Zealand, the business owns network infrastructure (transmission towers and digital and microwave assets) which provide broadcast and telecommunications services (Kordia Networks). In both countries Kordia offers engineering consulting, construction and maintenance services for network infrastructure (Kordia Solutions). In FY13 Kordia divested Orcon for approximately $38 million. Orcon contributed $92.1m to group revenue in FY12. Revenues from continuing operations increased by 1% in FY13. This compares to 37% growth in revenue from continuing operations in FY12, with most coming from construction contracts in Australia. Kordia’s EBITDA from continuing operations declined 13.7% in FY13, from $42.5 million in FY12 to $36.7 million. EBITDA margins also declined over the same period from 13.9% to 11.8%. This mainly reflects a shift in revenue mix from the higher margin broadcasting business towards consulting services. Kordia has recorded positive operating cash flows over the past five years. Total debt has reduced over the past 12 months from $71 million to $57 million, down from a peak of $121 million in FY09. Earnings outlook Kordia’s EBIT is expected to decline significantly in FY14 as a result of the earlier than previously expected digital switchover. In preparation for the loss of the analogue TV business, the company has diversified its product and services offerings in recent years. Demand for digital broadcasting services is expected to continue to grow modestly, as a result of the launch of new digital channels on free to air television and new FM radio stations. The increase is not expected to fully offset lost earnings from analogue broadcasting. Kordia expects services to continue to grow modestly from the current base. In addition to the broadcasting business, Kordia Networks has positioned itself as New Zealand’s only business dedicated network provider and intends to grow the business through expansion of its product and services range for businesses customers. Kordia Solutions now accounts for more than two-thirds of the group’s revenue, with Australia being the largest component for this division. The division has won contracts across the telecommunications, energy and resources sectors in Australia and has increased the scale of the business significantly in recent years. 2 4 Oct 2013 Executive summary : Executive summary 2013 SOE Valuations - Kordia.docx Executive summary We forecast revenues to increase at a CAGR of 2.5% over the next 10 years. This is consistent with management forecasts of nil real growth. Kordia’s EBITDA margin has declined in recent years as a result of the change in the mix of business. We have assumed a long run average EBITDA margin in the region of 12%, around the FY13 result of 11.8%. Our forecasts imply EBITDA in the range of $43 million to $48 million over the period FY18 to FY23. Base case valuation Our DCF valuation is based on a forecast of Kordia’s earnings over a 10 year period. Our base case mid- point estimate of Kordia’s enterprise value is $194.6 million. We then add surplus assets of $13.1 million and subtract net debt of $52.8 million and provisions of $8.4 million to arrive at a mid-point equity valuation of $146.4 million. We assume WACCs of between 9.2% and 11.6% for Kordia’s three divisions and terminal growth of 2.0%, which is approximately in line with the average of IHS Global Insight’s CPI inflation forecast for New Zealand and Australia. Key assumptions Due to the differences in the nature of their operations, we have valued Kordia’s three business divisions (Kordia Networks, Kordia Solutions New Zealand, Kordia Solutions Australia) separately. We have summed the values of each division to arrive at the value of the group as a whole. We have not been provided with the split of earnings for Kordia’s business divisions and historical information was limited to Kordia’s annual reports and SCIs. We have therefore made some high level assumptions to apportion earnings and cash flows to each major business unit. In forecasting revenue, EBITDA margins and capital requirements we have had regard to Kordia’s Statement of Corporate Intent, management’s high level forecast to FY18 and discussions with management, supplemented by our own analysis. Beyond FY18, we assume growth of 2%, in line with forecast inflation. We assume an NZD / AUD exchange rate of 0.8401 in line with the spot rate as at 28 June 2013. Sensitivity analysis We have tested the sensitivity of our valuation to: WACC Terminal growth EBIT margin 3 4 Oct 2013 Executive summary : Executive summary 2013 SOE Valuations - Kordia.docx Executive summary Kordia Group valuation summary Based on our sensitivity analysis we conclude that the likely equity value of Kordia lies within the range of Currency: NZ$000 $136– $161 million. Summary tables Valuation - Years 1 to 3 41,466 Valuation - Years 4 to 10 64,671 Currency: NZD000 Units FY09A FY10A FY11A FY12A FY13A FY14F FY15F FY16F Terminal value 88,433 Revenue 000's 254,067 258,530 294,949 306,515 309,707 311,800 310,500 326,930 Enterprise value 194,569 Revenue growth % 6.0% 1.8% 14.1% 3.9% 1.0% 0.7% -0.4% 5.3% Net debt (52,826) EBITDA 000's 41,535 53,102 52,041 42,525 36,682 32,920 39,050 41,655 Provisions (8,409) EBITDA margin % 16.3% 20.5% 17.6% 13.9% 11.8% 10.6% 12.6% 12.7% Surplus assets 13,104 Free cash flow 000's n/a n/a n/a n/a n/a 15,328 17,373 14,730 Equity Value 146,438 Source: KG annual reports, KG forecast, EY analysis Ref: Kordia Group - Consolidated Summary - Summary financials Source: EY analysis Ref: Kordia Group - Consolidated Summary - Summary financials The financial metrics in the table above include Orcon’s performance through to FY11. Kordia Group implied valuation multiples LFY NFY Kordia Group EBITDA multiples 5.3 5.9 Comparable companies Mean 8.2 6.2 Median 6.5 6.1 Source: EY analysis Ref: Kordia Group - Consolidated Summary - Summary financials 4 4 Oct 2013 Executive summary : Executive summary 2013 SOE Valuations - Kordia.docx Company performance 2. Company performance 5 4 Oct 2013 Company performance 2013 SOE Valuations - Kordia.docx Company Performance Kordia Group corporate structure Company overview Source: KG annual report 2013, Kordia Pty Ltd annual report 2012 In recent years Kordia has diversified its product and service offerings in anticipation of the loss of the KordiaGroup Ltd analogue TV broadcast business. The company’s ‘broadcast to broadband’ strategy, put in place from FY06, has led to 60% of revenues being generated from products and services that did not exist in FY05. Kordia Networks provides national communications services for broadcast and telecommunications KordiaLtd KordiaPty Ltd customers in New Zealand, as well as specialized network systems. Key customers include Vodafone, (New Zealand) (Australia) 2degrees, Sky Television, TVNZ, Mediaworks, Radio New Zealand, Telecom New Zealand, Freeview, and 100% 100% The Radio Network. Kordia Solutions provides contracting and consulting services for major telecommunications companies KordiaSolutions KordiaSolutions Pty Ltd (Thailand) Co Ltd including Telstra, Optus and Vodafone Hutchison. In Australia, the division designs, builds and operates (Australia) (Thailand) 100% network infrastructure. 49% The key business divisions of the Group are: Kordia Networks: Kordia Networks owns and operates network infrastructure in New Zealand, including transmission towers, fibre and microwave assets and has the third largest
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