Fiscal 2021

Management Discussion and Analysis

of Financial Condition and Results of Operation

For the Three-Months and Twelve-Months Ended June 30, 2021 and June 30, 2020

MANAGEMENT DISCUSSION AND ANALYSIS

The following Management Discussion & Analysis ("MD&A") dated as of September 14, 2021 presents an analysis of the consolidated financial condition of WildBrain Ltd. (formerly, DHX Media Ltd.) and its subsidiaries (together referred to as "WildBrain", the "Company", "we", "our" or "us") as at June 30, 2021 compared to June 30, 2020, and the consolidated results of operations for the three- and twelve-month periods ended June 30, 2021 compared with the corresponding periods ended June 30, 2020. This MD&A should be read in conjunction with the Company's audited condensed consolidated financial statements and related notes for the year ended June 30, 2021. Unless otherwise noted, the financial information reported herein has been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, and are presented in thousands of Canadian Dollars, except per share amounts and as otherwise indicated. Some figures and percentages may not total exactly due to rounding.

This MD&A refers to certain financial measures that are not determined in accordance with IFRS. Although these measures do not have standardized meanings and may not be comparable to similar measures presented by other companies, these measures are defined herein or can be determined by reference to our consolidated financial statements. The Company discusses these measures because it believes that they assist the reader in better understanding operations and key financial results.

WildBrain is a public company whose common voting shares ("Common Voting Shares") and variable voting shares ("Variable Voting Shares") are traded on the Toronto Stock Exchange ("TSX") under the ticker 'WILD'. Headquartered in Canada, WildBrain has offices worldwide.

Further information about the Company can be found on our website at www.wildbrain.com or on SEDAR at www.sedar.com.

Caution Regarding Forward-Looking Statements

Certain statements contained in this MD&A and documents referenced herein constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation (collectively herein referred to as "forward-looking statements"), including the provincial securities legislation in Canada. These statements relate to future events or future performance, and reflect the Company's expectations and assumptions regarding the growth, results of operations, performance and business prospects and opportunities of the Company and its subsidiaries. Forward looking statements are often, but not always, identified by the use of words such as "may", "would", "could", "will", "should", "expect", "expects", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential", "pursue", "continue", "seek", "intend" or the negative of these terms or other similar expressions concerning matters that are not historical facts. In particular, statements regarding the Company or any of its subsidiaries' objectives, plans and goals, including those related to future operating results, financial performance, and the markets and industries in which the Company operates are or involve forward-looking statements. Specific forward-looking statements in this document include, but are not limited to:

  • the business strategies and strategic priorities of WildBrain and its subsidiaries;
  • management's financial targets and priorities, and the future financial and operating performance and goals of the Company and its subsidiaries, including Adjusted EBITDA, revenue and leverage;
  • the timing for implementation of certain business strategies and other operational activities of WildBrain;
  • the markets and industries, including competitive conditions, in which WildBrain operates, including the market for content;
  • regulatory changes and potential impacts on WildBrain and the markets and industries in which it operates;
  • the value, prospects and opportunities of the Company and its assets;
  • WildBrain's production pipeline;
  • the ability of the Company to license its content into numerous markets repeatedly;
  • the positioning and ability of the Company to monetize its library, content and other business lines;
  • the growth and strategies to drive growth of the WildBrain Spark business;
  • changes in YouTube's approach to advertising and expected results therefrom, including the impact on the financial and operating performance of WildBrain Spark through, among other things, improved monetization;
  • the growth and proliferation of digital / non-linear distribution of media content;
  • the future market and demand for content;

2

  • the activation of the Company's IP and results and benefits therefrom;
  • use of proceeds from an exchangeable debenture financing;
  • the impact of epidemics, pandemics or other public health crises, including the current outbreak of COVID-19, which could have a significant and ongoing negative impact on the Company, its employees, its business and results of operations, including but not limited to consumer-products, studio productions and advertising; and
  • further actions the Company may have to take in response to COVID-19, and the impact of such actions taken.

Forward-looking statements are based on factors and assumptions that management believes are reasonable at the time they are made, but a number of assumptions may prove to be incorrect, including, but not limited to, assumptions about: (i) the Company's future operating results, (ii) the expected pace of expansion of the Company's operations, (iii) future general economic and market conditions, including debt and equity capital markets and the availability of financing on acceptable terms, (iv) the impact of increasing competition on the Company, (v) changes in the industries and changes in laws and regulations related to the industries in which the Company operates, (vi) consumer and consumer preferences, (vii) the ability of the Company to execute on acquisition and other growth strategies and opportunities and realize the expected benefits therefrom, (viii) the ability of the Company to execute on production, distribution and licensing arrangements, (ix) the availability of investment opportunities at acceptable valuations and the ability of the Company to execute on such investment opportunities, (x) the timing for commencement and completion of productions, (xi) the ability of the Company and its partners to execute on its brand plans and consumer products programs, (xii) changes in the markets and industries in which the Company operates and the ability of the Company to adapt to such changes, (xiii) changes to YouTube and in advertising markets, and (xiv) the ability of company to commercialize consumer products related to its brands. Although the forward- looking statements contained in this MD&A and any documents incorporated by reference herein are based on what the Company considers to be reasonable assumptions based on information currently available to the Company, there can be no assurances that actual events, performance or results will be consistent with these forward-looking statements and these assumptions may prove to be incorrect.

A number of known and unknown risks, uncertainties and other factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements, including, but not limited to, epidemics, pandemics or other public health crises, including the current outbreak of COVID-19, the magnitude and length of economic disruption as a result of the worldwide COVID-19 outbreak and its impact on advertising markets and the consumer products and retail sectors, among other things, competition and competitor activities, product development and acceptance, the ability of the Company to acquire, develop and exploit entertainment properties, the Company's ability to source IP and creative talent who can develop IP, consumer and customer preferences, the ability of the Company to execute on its strategy, the Company's leverage and indebtedness and failure to meet covenant requirements under the senior credit facility of the Company (as and where applicable), the ability of the Company to execute on production and licensing arrangements, the ability of the Company to attract and retain talent, reliance on key personnel, risks relating to the Company's exposure to advertising revenues through YouTube and the ability of the Company to attract and realize on advertising revenues, including through YouTube and on other platforms, adverse publicity, risks related to doing business internationally and currency exchange rates, the reliance of the Company on the Internet and other technologies to continue to conduct its business, technology changes, intellectual property infringement and other claims, the ability of the Company to exploit its content library, access to capital, maintaining effective internal controls, equity capital markets risk and market share price fluctuations, loss of Canadian status, access to government incentives, loss of television licenses, the availability of acquisition and investment opportunities at acceptable valuations and the ability to execute on such opportunities, production risks, financial risks and dilution from the Company's capital requirements, labour relations, changes in the regulatory environment, general economic and market segment conditions, and catastrophic events and circumstances. In evaluating these forward-looking statements, investors and prospective investors should specifically consider these and various other risks, uncertainties and other factors which may cause actual events, performance or results to differ materially from any forward-looking statement.

This is not an exhaustive list of the factors that may affect any of the Company's forward-looking statements. Please refer to a discussion of the above and other risk factors related to the business of the Company and the industry in which it operates that will continue to apply to the Company, which are discussed in the Company's Annual Information Form ("AIF") for the year ended June 30, 2021 filed on www.sedar.com and in this MD&A below under the "Risk Assessment" section.

These forward-looking statements are made as of the date of this MD&A or, in the case of documents referenced herein, as of the date of such documents, and the Company does not intend, and does not assume any obligation, to update or revise them to reflect new events or circumstances, except in accordance with applicable securities laws. Investors and prospective investors are cautioned not to place undue reliance on forward-looking statements.

3

Business Overview

WildBrain is a leading independent kids and entertainment company, recognized globally for high-profile properties including Caillou, Chip and Potato, Degrassi, Inspector Gadget, Johnny Test, Peanuts, Strawberry Shortcake, Teletubbies and Yo Gabba Gabba!. We focus on children and family content, given the international reach and longer lifespan of this genre of programming and the potential to monetize this content across multiple revenue streams. Kids' and family content travels across cultures and consists largely of animated series, which can be easily dubbed into multiple languages. Such content is timeless and therefore can be licensed into numerous markets repeatedly for many years.

On December 18, 2019, the Company changed its name from DHX Media Ltd. to WildBrain Ltd. and all of our business segments have been rebranded with the prefix WildBrain. Our ad-supportedvideo-on-demand ("AVOD") business, formerly known as WildBrain, has been renamed WildBrain Spark.

In addition to being one of the world's foremost producers of children's series, WildBrain also owns the world's largest independent library of children's content of approximately 13,000 half-hours. We take a 360° approach to growing brands by monetizing content and related intellectual property ("IP") across our business by:

  1. producing for, and distributing shows to, over 500 streaming services and linear broadcasters worldwide;
  2. monetizing our large digital audience by generating advertising and other revenues through our wholly owned subsidiary, WildBrain Spark, which operates one of the largest networks of children's AVOD channels on YouTube; and
  3. realizing royalties from sales of consumer products based on our owned IP and partner brands as well as representing third- party lifestyle and entertainment brands around the world through our wholly-owned licensing agency business, WildBrain CPLG. We also realize operational synergies by using WildBrain CPLG as the agent for a number of our owned brands.

We also own and operate the Family suite of linear specialty kids channels in Canada, which has been a trusted broadcaster for over 25 years and provides stable cash flow, and also serves to fund and facilitate new content for our library.

Revenue Model

In Q1 2021, we reclassified our financial reporting to better reflect our 360° approach to growing brands and the characteristics of the transactions that we are entering into with global streaming services ("SVODs") and across other distribution channels. Accordingly, we now report production and distribution in one revenue line under Content Production and Distribution.

As the market for content continues to evolve and competition for viewers intensifies, major SVODs, such as Apple, Amazon Prime, Hulu, Netflix and HBO Max, are investing significantly to deliver high-quality, exclusive programming. Under this model, typically the SVODs pay for the cost of production, inclusive of production fees, while we retain ownership of the underlying IP as well as linear distribution rights (after a hold back of approximately 24 to 36 months) and all consumer products revenues. This differs from the traditional production/distribution model of covering production costs from multiple linear broadcasters, with margins realized over multi-year licensing cycles. Since our slate has become a combination of both these models, we have revised our reporting to aggregate production and distribution, which is consistent not only with the integrated management of our business, but also with industry practice.

We also consolidated reporting of all revenue streams related to consumer products under Consumer Products. This includes revenue from our owned brands (inclusive of our Peanuts business), partnerships with third-party brands (where we get a share of back-end consumer products royalties), and our licensing agency business WildBrain CPLG (which represents both third-party brands and our owned IP).

Revenue from WildBrain Spark continues to be reported separately, as the majority of its revenue is derived from advertising and sponsorships.

Collectively, the three preceding revenue lines (Content Production and Distribution, Consumer Products and WildBrain Spark) comprise our Content Business for reporting purposes.

For clarity, our Canadian television business has been renamed Canadian Television Broadcasting and continues to be reported separately.

Accordingly, WildBrain operates through the following two reportable segments:

1. Content Business - comprising revenue generated from:

  • Content Production and Distribution - production in our studio for our proprietary content, production with strategic brand partners and third-party service work as well as distribution of proprietary and third-party titles in our library;

4

  • WildBrain Spark - distribution of content from our owned IP and third-party partners on our AVOD platform, using data analytics to grow brands, digital ad sales and paid media; and
  • Consumer Products - licensing royalties from our owned IP and through our brand partnerships as well as commissions earned from our licensing agency business.

2. Canadian Television Broadcasting - comprises revenue from operating our Family broadcast channels in Canada.

Content Production and Distribution

Content Production and Distribution includes production revenue generated: i) by licensing broadcast or streaming rights for our proprietary titles to linear broadcast or SVOD networks, ii) from our strategic brand partnerships such as with Mattel, and iii) service revenue earned when producing animation or live-action programs for third parties. Service work does not typically result in the ownership of IP.

This segment includes distribution revenue derived from licensing shows from our content library including internally produced and acquired library titles, and third-party produced titles for which we hold distribution rights. We distribute titles to digital platforms (e.g. Apple, Amazon Prime, Netflix and home entertainment) and linear broadcast channels across different geographic jurisdictions.

WildBrain Spark

WildBrain Spark revenue is generated from our platform of kids and family AVOD channels where we distribute both our owned content and content of third-party brands on YouTube and other AVOD platforms. Revenues are earned primarily through third-party algorithmic advertising on the WildBrain Spark platform. Other sources of revenue include producing original short-form content (animation, toy play, stop motion and live action), running advertising campaigns (paid media) and direct advertising sales on our AVOD platform.

Consumer Products Revenue

Consumer Products revenue is earned from generating licensing royalties on our proprietary brands (among others, Caillou, In the Night Garden, Peanuts, Strawberry Shortcake, Teletubbies, and Yo Gabba Gabba!), including merchandising, publishing, music rights, live tours and themed-events, interactive games and apps, and from consumer products royalties earned through our strategic brand partnerships such as with Mattel.

Consumer Products also includes revenue earned through our WildBrain CPLG agency business. WildBrain CPLG earns commissions by licensing owned brands and third-party brands from lifestyle brand owners, film studios and other independent IP owners.

Canadian Television Broadcasting Revenue

Canadian Television Broadcasting revenue is earned primarily through monthly subscriber fees as well as advertising, promotion and other revenues through our owned broadcast channels including Family Channel, Family Jr, Télémagino, and Family CHRGD. Subscription fees are earned monthly through partnerships with Canadian cable and satellite television distributors. In addition, all four channels have multi-platform applications, which allow their content to be distributed both on- demand and streamed.

Strategy and Outlook

As a content producer, distributor and IP owner, WildBrain is focused building brands and managing them throughout their life cycles by producing and distributing shows and creating consumer awareness for these brands across all media platforms, and generating royalties from the sale of consumer products based on our shows and brands.

Evolving Market for Content

As the market for content evolves, major streaming platforms, such as Apple, Amazon Prime, Hulu and Netflix, are investing in larger-budget, original shows, often paying a premium for those based on established brands. Simultaneously, YouTube has emerged as one of the most popular destinations for short-form kids' entertainment.

We capitalize on the demand for premium content and short-form content to grow brands by leveraging our position as the owner of many well-known brands, the world's largest independent library of children's content, comprised of approximately 13,000 half-hours, and our large digital audience on WildBrain Spark, and our market-leading AVOD network of kids' videos on YouTube and other AVOD platforms.

In January 2020, YouTube introduced new rules and policies for 'Made for Kids' content, including how that content is managed and monetized, and the features available, or limited, on that content. We believe these changes create a more positive environment, and ultimately, improved monetization, which will reward quality content. We are ideally positioned to benefit

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

WildBrain Ltd. published this content on 14 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2021 22:41:08 UTC.