DY: MVSN (TWP): Macrovision/TTR Pilot a CD Music Solution -- > 09:05am EST 16-Nov-00 Thomas Weisel Partners LLC (R. Keith Gay > 415-364-2582) > November 16, 2000 Thomas Weisel Partners LLC > > Digital Information, Intellectual Macrovision Corporation1-BUY > Capital and e*Learning While Bertelsmann Shows "Sympathy for the > Devil," > NASDAQ: MVSN-$65.63 Macrovision/TTR Quietly Pilot a CD Music > Solution > > Keith Gay 415.364.2582 kgay@tweisel.com > Brian Neigut 415.364.7106 bneigut@tweisel.com > > Executive Summary > > *As Bertelsmann strikes a deal with Napster, we agree with Business Week's > assertion that, "the thief has been charged with developing technology to > protect the family jewels." We believe Macrovision, in partnership with > TTR > Technologies (TTRE: Not Rated), may be the best solution and first to > market > in relieving the music industry's pain. > > *Macrovision and TTR are developing a unique solution that will prevent > unauthorized copying of audio content stored on CDs. To our knowledge, > there > is no technology presently available that provides copy protection for > audio > CDs. Macrovision/TTR have completed a 2,000 household US field trial, and > preliminary results are encouraging. We believe product revenue could > come > as early as the first half of FY01. > > (Executive Summary continued below) > Key Data: 1999 2000 2001 > Price: $65.63 *Pro forma EPS > 52-Week Range: $109-$21 Q1 $0.05 A $0.12 A > Market Cap.(mn): $3,427.6 Q2 $0.06 A $0.14 A > Shares Out.(mn): 52.2 Q3 $0.10 A $0.17 A > Avg Daily Vol.: 302,750 Q4 $0.11 A $0.16 E > Fiscal Year End: 31-Dec Year $0.31 A $0.59 E $0.74 > E > P/E 211.2x 110.7x 88.4x > P/E/G 528% 277% 221% > *Debt/Total Capital: 0% Revenues (mn) > TEV/ TTM Sales 62.3x Q1 $7.2 A $12.7 A > Net Cash/ Share $2.54 Q2 $8.1 A $13.5 A > Book Value/ Share: $4.9 Q3 $13.8 A $20.4 A > Price/ Book Value 13.3x Q4 $12.8 A $21.5 E > Secular Growth Rate: 40% Year $41.9 A $68.2 E $100.1 > E > Cap/ Sales 81.9x 50.2x 34.3x > **Before goodwill amort., non-cash deferred compensation expense and > one-time > acquisition related expenses; Note: 1Q99, 2Q99, 4Q99, 1999, 1Q00, 2Q00 > have > not yet been restated for the GLOBEtrotter acquisition, which was treated > as > a pooling of interest. These numbers will be available with the release > of > the 3Q00 10Q. > > Company Description: Macrovision is the leading provider of video, > multimedia, > and software copy protection and digital rights management technologies. > MVSN > develops and markets technologies to prevent the unauthorized > duplication, > reception or use of video and audio programs and computer software. > MVSN > licenses it products and services primarily to home video, > consumer > multimedia, pay-per-view, cable, satellite and video security markets. > > (Executive Summary continued from above) > > *Assuming $0.04 per audio CD, we estimate a total audio CD copy protection > market of at least $100mn. Keep in mind that there is no audio CD revenue > currently in our model. Also, future revenue levels and timing depend on > the > outcome of the current pilot and adoption by the music industry. With > approximately 53mn shares outstanding, we estimate that every $10mn of > incremental revenue could add approximately $0.08 to EPS. Our FY01 EPS > estimate is $0.74. > > WHILE BERTELSMANN SHOWS "SYMPATHY FOR THE DEVILa," MACROVISION/TTR QUIETLY > PILOT A SOLUTION > As Bertelsmann strikes a deal with Napster, we agree with Business Week's > assertion that, "the thief has been charged with developing technology to > protect the family jewels." In any event, the deal shows that the music > industry is willing to pay big dollars to get rid of its Napster headache. > We > believe Macrovision, in partnership with TTR Technologies (TTRE: Not > Rated), > may be the best solution and first to market in relieving the music > industry's > pain. > > Bertelsmann's deal with Napster illustrates the extent to which the music > industry is willing to pay to corral Napster. The terms of the > Bertelsmann > deal are as follows: (1) Bertelsmann will lend Napster $50mn with an > option > for an equity stake, (2) Napster will use the money to develop technology > designed to get users to pay for music they now download from the Net and > 3) > Bertelsmann's music division, BMG, will withdraw its lawsuit against > Napster > and lobby other music companies to do the same. However, we believe it > will > be awhile before peer-to-peer file sharing will incorporate technology > that > effectively protects the digital rights of content owners. It will be an > enormous technical challenge for Napster to track its 38 million users and > ensure they are paying. In our view, due to Napster and MP3, the "songs > are > out of the barn;" however, Macrovision/TTR may be on the verge of shutting > the > door. > > According to estimates by the Recording Industry Association of America, > $5bn > is lost annually to piracy within the $40bn audio CD industry. As for > CDs, > with an investment of less than $150, digital pirates, sometimes a.k.a. > college students, can purchase a CD burner, which can be used to set up a > piracy factory. Use of this technique is becoming increasingly popular > because of its lower cost and simplicity. Another development is the > widespread use of MP3 compression technology enabling electronic > transmission > of music via the Internet. > > Macrovision/TTR to the Rescue. Macrovision and TTR are developing a > unique > solution that will prevent unauthorized copying of audio content stored on > CDs. To our knowledge, there is no technology presently available that > provides copy protection for audio CDs. If Macrovision/TTR successfully > completes the final phase of audio CD copy development, they will provide > the > music industry with a much desired method of cutting off unauthorized > copying > at the source. > > The Macrovision/TTR solution requires no changes in the recording studio. > Protection will be embedded on the glass master in CD production > facilities, > and simple modifications to an encoder will allow for insertion of subtle > distortions across CD tracks that render copies unusable. The technology > is > transparent to a legitimate end user (i.e., music quality not compromised > - > "playability"), but any attempts to copy a protected CD either abort or > produce unacceptable audio quality ('effectiveness"). The TTR technology > also > protects against attempts to produce an MP3 file from a protected CD. > However, we believe the technology may not be as effective against MP3 > files. > Despite this, we believe the music industry is very interested in CD-to-CD > copy protection combined with partial MP3 protection. > > Thus far, TTR has completed a field trial of 850 UK households with > "encouraging" results. Macrovision/TTR has just completed a third-party > field > trial covering 2,000 U.S. households. The final results are due in the > current quarter. > > TTR reported on its November 15 conference call that preliminary results > are > "encouraging." TTR states that if it adheres to a fast track schedule, > that > it expects to have its first major music industry contract in the first > half > of FY01. > Terms of the Macrovision/TTR Licensing and Investment Agreement. In > November > 1999, Macrovision signed an agreement with TTR to jointly develop and > market > music copy protection technology for optical based media. TTR's > proprietary > anti-piracy technology, MusicGuard, is a unique hardware-based technology > designed to prevent the unauthorized copying of audio content distributed > on > CDs. TTR has granted to Macrovision an exclusive worldwide royalty > bearing > 10-year license to design, develop and market the copy protection which is > being jointly developed. Macrovision is responsible for sales and > marketing of > products developed and receives a 70% split on future revenue. In January > FY00, Macrovision invested $4mn in TTR for an approximate 10% interest in > the > company. > Audio CD Revenue is all Potential Upside. We believe the market potential > for > Macrovision could be over $95mn annually. Not bad, considering we are > estimating $100mn in revenue for the entire company in FY01. According to > the > International Recording Media Association, approximately 4.9bn audio CDs > will > be replicated in FY00. We believe Macrovision could potentially address > roughly 70% of this market, or 3.4bn CDs at current volumes. A key > question > is, "what will the music industry be willing to pay per CD?" Macrovision > currently charges approximately $0.06 per DVD and $0.03 per videocassette. > Assuming $0.04 per audio CD, we estimate a total audio CD copy protection > market of $136mn (3.4 bn x $0.04 = $136mn). A 70% share represents > approximately $95mn in potential revenue to Macrovision. Of course, > actual > pricing will remain to be negotiated with the music industry, so these > numbers > could vary significantly from our initial estimate. > Keep in mind that there is no audio CD revenue currently in our model. > Also, > future revenue levels and timing depend on the outcome of the current > pilot > and adoption by the music industry. However, any incremental revenue > would > fall almost directly to the bottom line. With approximately 53 million > shares outstanding, we estimate every $10mn of incremental revenue could > add > roughly $0.08 to EPS. Our FY01 EPS estimate is $0.74. > > Valuation. As we initiated coverage of Macrovision last week, we fielded > a > number of questions on valuation. Macrovision's stock is not inexpensive, > in > our view; however, we believe this is a very unique intellectual property > company with a compelling value proposition. Macrovision is the de facto > protection standard for the video and DVD industries. It is also the > industry standard for enterprise and application software management. > Based > on its unique, defensible intellectual property position, Macrovision > enjoys > long-term recurring revenue streams, extraordinary margins and > relationships > with all the major content producers. In addition, we believe there is > the > potential for Macrovision to deliver significant upside from entirely new > product areas such as audio CDs. > *At a current price of $65.63, MVSN is trading at 88.4x our 2001 pro forma > EPS > estimate of $0.74, and a P/E to growth rate of 221% (assuming a 40% > long-term > earnings growth rate). Our pro forma EPS estimate is adjusted for > amortization of intangibles from acquisitions, non-cash deferred > compensation > expense and one-time transaction expenses. Gemstar trades at 55.6x > projected > 2001 EPS and a P/E to growth rate of 174%. VeriSign trades at 226.3x > projected 2001 EPS and a P/E to growth rate of 453%. > Over the next 12-18 months, we believe investors will value MVSN using a > multiple of earnings. Applying a current P/E multiple of 102.8x to our > initial 2002 pro forma EPS estimate of $0.96 supports our 12- to 18-month > price target of $98, 49% above current levels. With the stock off 40% > from > its high, we believe that it has found a resistance level in the low $60 > range, and we recommend that investors buy at these levels. > *Our IGRA supports a 20% annual rate of return on the stock over the next > five > years. We assume EBITDA margins should increase from a current level of > 53% > to 55% over the next five years. We also assume a one-year forward > terminal > EBITDA multiple of 35x. Gemstar and VeriSign currently trade at 136.2x > and > 41.6x, respectively. As shown below, MVSN will need to grow revenue at a > 33.5% CAGR for the next five years to reach $424.4mn in revenue. Based on > rapidly growing electronic markets in DVD, pay-per-view, software, music > and > eventually electronic books, we believe that this target is very > achievable. |