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| 8-K - FORM 8-K - Digital Turbine, Inc. | d822277d8k.htm |
 Mandalay Digital Group, Inc.
Appia Transaction Presentation
Exhibit 99.1 |
 MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 2
development
necessary
to
maintain
the
Company’s
competitive
advantage;
the
potential
for
unforeseen
or
underestimated
cash
requirements
necessary
to
enable
the
transaction
synergies
to
be
realized,
and
other
risks
including
those
described
from
time
to
time
in
Mandalay
Digita
filings
on
Forms
10-K
and
10-Q
with
the
SEC,
press
releases
and
other
communications.
You
should
not
place
undue
reliance
on
these
forward-looking
statements.
The
Company
does
not
undertake
to
update
forward-
looking
statements,
whether
as
a
result
of
new
information,
future
events
or
otherwise,
except
as
required
by
law.
l’s
Safe Harbor Statements.
Statements
in
this
presentation
that
are
not
statements
of
historical
fact
and
that
concern
future
results
from
operations,
financial
position,
economic
conditions,
product
releases,
revenue
and
product
synergies,
cost
savings,
product
or
competitive
enhancements
and
any
other
statement
that
may
be
construed
as
a
prediction
of
future
performance
or
events,
including
that
Appia's
technology
will
enhance
Mandalay
Digital's
existing
products
or
foster
new
technology
innovation,
perceived
benefits
from
the
business
combination
that
the
acquisition
will
result
in
increased
revenue,
cost
savings
and
better
competitive
position,
or
that
Mandalay
Digital
will
successfully
integrate
Appia’s
technology,
are
forward-looking
statements
that
speak
only
as
of
the
date
made
and
which
involve
known
and
unknown
risks,
uncertainties
and
other
factors
which
may,
should
one
or
more
of
these
risks
uncertainties
or
other
factors
materialize,
cause
actual
results
to
differ
materially
from
those
expressed
or
implied
by
such
statements.
These
factors
include
the
occurrence
of
any
event,
change
or
other
circumstances
that
could
give
rise
to
the
termination
of
the
merger
agreement;
the
inability
to
complete
the
merger
or
failure
to
satisfy
other
conditions
to
completion
of
the
merger;
the
inability
to
complete
the
merger
within
the
expected
time
period
or
at
all,
including
due
to
the
failure
to
obtain
stockholder
approval,
or
the
failure
to
satisfy
other
conditions
to
completion
of
the
merger;
risks
related
to
disruption
of
management’s
attention
from
the
ongoing
business
operations
due
to
the
proposed
merger;
the
effect
of
the
announcement
of
the
proposed
merger
on
the
Mandalay’s
or
Appia’s
relationships
with
their
respective
customers,
lenders,
operating
results
and
businesses
generally;
material
adverse
changes
in
Mandalay
Digital’s
or
Appia’s
operations
or
financial
results
prior
to
closing;
the
ability
to
expand
the
combined
company’s
global
reach,
accelerate
growth
and
create
a
scalable,
low-capex
business
model
that
drives
EBITDA;
failure
to
realize
anticipated
operational
efficiencies,
revenue
(including
projected
revenue)
and
cost
synergies
and
resulting
revenue
growth,
EBITDA
and
free
cash
flow
conversion
if
the
merger
is
consummated;
the
ability
to
achieve
internal
strategic
forecasts;
inability
to
refinance
the
assumed
Appia
debt
subsequent
to
the
closing
or
to
refinance
the
debt
on
favorable
terms;
unforeseen
challenges
related
to
relationships
with
operators,
publishers
and
advertisers
and
expanding
and
maintaining
those
relationships;
the
ability
to
execute
upon,
and
realize
any
benefits
from,
potential
value
creation
opportunities
through
strategic
relationships
in
the
future
or
at
all,
including
the
ability
to
leverage
advertising
opportunities
effectively
and
increase
revenue
streams
for
carriers;
unforeseen
difficulties
preventing
rapid
integration
of
Appia’s
app-install
infrastructure
into
Digital
Turbine’s
existing
platform;
the
inherent
and
deal
specific
challenges
in
converting
discussions
with
carriers
into
actual
contractual
relationships;
the
Company’s
ability
as
a
smaller
company
to
manage
international,
and
as
a
result
of
the
proposed
merger,
larger
operations;
varying
and
often
unpredictable
levels
of
orders;
the
challenges
inherent
in
technology
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities
or the solicitation of any vote in any jurisdiction pursuant to the proposed
transactions or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Use
of
Non-GAAP
Financial
Measures.
Adjusted
EBITDA
is
calculated
as
income
(loss)
from
continuing
operations
before
interest
expense,
foreign
exchange
gains
(losses),
financing
and
related
expenses,
debt
discount
and
debt
settlement
expense,
gain
or
loss
on
extinguishment
of
debt,
acquisition
and
integration
costs,
income
taxes,
asset
impairment
charges,
depreciation
and
amortization,
stock-based
compensation
expense,
change
in
fair
valueof
derivatives,
and
accruals
for
discretionary
bonuses.
Since
Adjusted
EBITDA
is
a
non-GAAP
measure
that
does
not
have
a
standardized
meaning,
it
may
not
be
comparable
to
similar
measures
presented
by
other
companies.
Readers
are
cautioned
that
Adjusted
EBITDA
should
not
be
construed
as
an
alternative
to
net
income
(loss)
determinedin
accordance
with
U.S.
GAAP
as
an
indicator
of
performance,
which
is
the
most
comparable
measure
under
GAAP.
Adjusted
EBITDA
is
used
by
management
as
an
internal
measure
of
profitability.
We
have
included
Adjusted
EBITDA
because
we
believe
that
this
measure
is
used
by
certain
investors
to
assess
our
financial
performance
before
non-cash
charges
and
certain
costs
that
we
do
not
believe
are
reflective
of
our
underlying
business.
A
reconciliation
of
Adjusted
EBITDA
to
U.S.
GAAP
net
income
is
included
in
our
earnings
release;
however
such
reconciliation
to
future
net
income
is
not
currently
available
without
unreasonable
effort.
The
information
that
is
unavailable
is
primarily
asset
impairment
and
expenses
related
to
stock-based
compensation;
it
is
probable
that
when
such
amounts
are
available
they
will
result
in
a
significant
GAAP
net
loss
for
our
second
fiscal
quarter
notwithstanding
our
expected
Adjusted
EBITDA
results. |
 Mandalay Digital & Appia: Investment Highlights
Capturing window of opportunity to accelerate scale
in exploding market
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 3
•
Mandalay Digital and Appia combine to create single, unique, agnostic mobile app
and ad ecosystem –
Name to change to Digital Turbine
•
Transforms competitive positioning through vertical integration
•
Mandalay stock to be issued at agreed-upon price of $4.50/share
–
Appia
investors
to
receive
a
number
of
shares
equivalent
to
$100
million
less
debt
and
expenses
at
agreed-upon value
•
Opportunity to achieve up to $14 million in revenue and ~$2 million cost
synergies •
Adds scale and accelerates ad revenue and existing DT product growth
•
Enhances MNDL’s financial profile: Appia stakeholders becoming key new MNDL
investors |
 Strategic
Rationale:
Transformation
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 4
Tremendous
opportunity in
exploding
marketplace*
•
$38 billion mobile app+ad market expected to grow 25 CAGR%
•
Smartphones
still
only
30%
of
global
user
base
–
but
growing*
•
86% of smartphone users’
time spent in apps
•
Wireless operators have most to gain and most to lose from monetizing
mobile apps – away from Google and Facebook
•
Macro
trend
of
large
publishers
(Yahoo,
Twitter,
etc.)
acquiring
ad-tech
companies
Competitive
Positioning -
Enhances
revenue
opportunity for
operators
•
Vertically integrates DT’s distribution platform with Appia, #1 independent
mobile app advertising company
•
Appia fits hand-in-glove with MNDL app installation growth
•
Combines complementary customer bases, including Telcel Mexico, Claro in South
America and Metro PCS in US
•
Accelerates
growth
for
both
companies
–
ads
and
DT
product
suite
•
Diversification of revenue streams; operators major part of stream, but not
entire stream; revenue exposure to Apple and China enhanced
Adds scale and
talent pool with
deep expertise
•
Access to leading publishers and advertisers in a single marketplace
•
Global
reach
with
active
campaigns
in
over
200
countries
–
in
all
major
formats
•
Gaining control of ad tech capabilities to help ensure execution
Sources: @KPCB - Global Mobile App revenue per Strategy Analytics;
comprises virtual goods, in-app advertising, subscription and
download revenue. Global Mobile Advertising revenue per PWC; comprises browser,
search and classified advertising revenue- and Flurry.
* |
 MANDALAY DIGITAL GROUP, INC
Premium demand
for customers
Ignite –
IQ
Content -
Pay
20+ global carrier partners
Premium supply
of advertisers
250+ publishers
1,000+ campaigns from 150+
advertisers
60 of the Top 100 Grossing Apps
Traffic in 200+ countries globally
Delivers single
app-driven ecosystem
to carriers to generate
new revenue streams
Largest non-incentivized engine
Global
Highest LTV publishers
Vertically integrated
Leveraging App explosion
Capitalizing on RTB
Combined company
Peerless, Agnostic Value Proposition
©
2014 Mandalay Digital Group, Inc.
Page 5 |
 Deal Structure and Economics
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 6
•
Issuing approximately 19 million shares (assumes CQ1’15 close)
•
Jud Bowman, CEO Appia
•
Trident Capital
•
Venrock
•
DCM
•
Noro-Moseley
•
Wakefield Group
•
Relay Ventures
•
Eric Schmidt’s Tomorrow Ventures
•
Assumption of ~$10 million debt (Silicon Valley Bank and North Atlantic
Capital) •
Plan to refinance assumed indebtedness following closing
Smart Money to Hold Significant Stake in Company
Shares to be issued are
subject to lockup agreements |
 Financial Rationale Compelling
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 7
Financial Profile
•
Appia recorded $30 million revenue for twelve months ended 9/30/14
•
Expected to enhance gross profit and EBITDA profile through revenue and
cost synergies
•
Compelling valuation comps to other similar acquisitions
Revenue and cost
synergies
•
Opportunity to achieve up to $14 million revenue synergies on app-installs
currently projected to be sourced by third parties
•
Mandalay to capture third-party ad partner feeds
•
Approximately $2 million in expected cost synergies from campaign
management, CPI-infrastructure functions, duplicative corporate
headcount
Business Model
•
Combining complementary, scalable, low-capex business models
•
Direct access to advertisers boosts revenue profile
•
Drives incremental EBITDA/FCF
Integration
•
Eased by existing partnership and retention of Appia expert resources
•
App-install infrastructure and platform integrates immediately
•
Identified cost synergies
•
Appia founder and CEO Jud Bowman joining Mandalay board
|
 Board Composition Post Close
Rob Deutschman, Chairman
Peter Guber
Paul Schaeffer
Chris Rogers
Jeff Karish
Bill Stone
Jud Bowman
Additional Appia appointee
Pro Forma: Board of Directors and
Equity Ownership Structure
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 8
Equity Ownership Structure
Increased ownership by senior
executive/founders and long-term strategic
investors
18%
82%
% Shares Held Today
Insiders
Public Float
33%
12%
55%
% Shares Held Post Close
Appia
Other insiders
Public Float |
 Appia:#1 Independent App Install Network
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 9
Appia crossed
88M
sponsored app installs
to date in October 2014
0
10
20
30
40
50
60
70
80
90
100 |
 Appia’s App Install Advertisers (CPI)
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 10
Appia works with 150+ Advertisers & Agencies, including 60 of the top
100 grossing apps on the App Store and Google Play
|
 Publishers Leveraging the Appia Platform
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 11
Appia partners with 250+ Publishers to monetize their mobile
traffic |
 Appia Advertiser Growth
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 12
45
46
51
60
70
76
71
77
100
100
102
113
119
119
125
135
137
141
139
146
149
154
0
20
40
60
80
100
120
140
160
180
Jan-13
Feb-13
Mar-13
Apr-13
May-13
Jun-13
Jul-13
Aug-13
Sep-13
Oct-13
Nov-13
Dec-13
Jan-14
Feb-14
Mar-14
Apr-14
May-14
Jun-14
Jul-14
Aug-14
Sep-14
Oct-14
October 2014
+36%
from year end
and +
1.5x
October 2013 |
 Appia CYQ4 2014 Revenue Growth
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 13
Appia CQ 2014 revenue forecast ranges from $8.2M-$9.0M using recent 7
day average, 14 day average, and Quarter to Date trend line
* Excludes Appia-Mandalay partnership revenue
14d Avg: $8.2M
7d Avg: $8.5M
QTD Trend: $9.0M
$0
$20,000
$40,000
$60,000
$80,000
$100,000
$120,000
$140,000
$160,000
10/1
10/8
10/15
10/22
10/29
11/5
11/12
11/19
11/26
12/3
12/10
12/17
12/24
12/31 |
 Drivers of RTB Success
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 14
Incremental
inventory
through:
Additional exchange
integrations
Geographic
expansion
Algorithm
improvements
through:
Data updates
User profiles
Creative optimization
PhD level math
Leveraging
existing data:
88M installs
310M profiles
5B data points
Existing relationships provide diverse demand:
1,000+ campaigns with 10+ in every country
Utilizing expanding set of post install event data to improve decisioning
Data
Science
Advertiser
Demand
Inventory |
 •
Deal Sourcing
–
Apps
currently
sourced
three
ways:
Direct,
Appia,
and
3
rd
Parties
–
MNDL + Appia consolidates app sourcing to all direct deals
•
Revenue share
–
Revenue currently split three ways: MNDL, Appia, and
Carrier partners
–
MNDL + Appia combines to increase revenue to the
company
Synergies Through Vertical Integration
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 15
Opportunity to achieve up to $14 million revenue synergies on all
app-installs currently projected to be sourced by third parties
|
 Valuation Summary
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 16
•
$75mm Enterprise Value
–
19mm shares x $3.40 plus $10mm debt
•
Appia LTM revenue of $30mm
•
Enterprise Value / LTM revenue = 2.5x
•
The median of select comparable deals in the vertical
is approximately 5-6x LTM revenue
–
Select comparable transactions include (not limited to):
Millennial / Nexage
Opera / AdColony
Yahoo / BrightRoll
Millennial / JumpTap
comScore / AdXpose
Twitter / MoPub
Amobee / Kontera |
 Illustrative PF Financial Overview
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 17
$ in millions
FYQ2 –
2015
FY –
2015
FY –
2016
Digital Turbine
$5.5
$38.0¹
$120.0¹
Appia
$7.9
$31.3
$59.8²
Revenue Synergies
$14.0³
Pro Forma Combined Gross
Revenue
$13.3
4
$69.3
$193.8
Notes:
All numbers are unaudited. Appia figures are preliminary and unaudited.
1.
2.
3.
4.
FY 2016 Illustrative PF Combined revenue of ~$194mm in incl synergies
Appia is projected to be profitable at MNDL’s FY 2016
Revenue forecasts are midpoint of current guidance
Revenue forecasts per Appia management long-term plan, not intended to be
revenue guidance Opportunity to achieve up to $14 million revenue synergies
on app-installs currently projected to be sourced by third parties Pro
Forma Combined (PFC) revenue is net of intercompany revenue |
 Appia Opportunity
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 18
•
Appia: #1 Independent App Install Network
–
Appia crossed 88M+ sponsored app installs to date in October 2014
•
100% Focused on app install ads
–
100%
non-incentivized
with
intense
focus
on
driving
high
LTV
installs
for
Advertisers
–
700+
live
campaigns
for
Android,
300+
live
campaigns
for
iOS,
in
200+
countries
–
60 of the top 100 grossing apps on the App Store and Google Play
•
Proprietary platform that deliver high LTV users, at scale
–
Deep technology stack enables algorithmic targeting of high quality mobile app
users –
Integrations with 15+ 3rd party analytics & tracking partners
•
Flexibility drives diverse customer base
–
Revenue well distributed between Apps & Games
–
Mobile Web expertise as Appia platform doesn’t require an SDK and
•
Deep mobile and advertising experience
–
Experienced management team with deep understanding of mobile and advertising
–
Relationships with advertisers and publishers around the globe building off
historical developer and carrier connections
|
 Transaction Process
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 19
Step
Expected Timing
Filing s-4
Thanksgiving
SEC Feedback
Christmas
–
January
MNDL Shareholder Vote
20 business days after SEC clearance
Closing
Estimated first calendar quarter 2015
•
Transformational acquisition expected to close CQ1’15
•
Capturing window of opportunity to accelerate scale in
exploding market |
 Digital Turbine |
 Appendix |
 Appia: Partner Self Service Revenue
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 22
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
3/1
3/15
3/29
4/12
4/26
5/10
5/24
6/7
6/21
7/5
7/19
8/2
8/16
8/30
9/13
9/27
10/11
10/25
11/8 |
 Appia: Partner Self Service Growth
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 23
0
500
1,000
1,500
2,000
2,500
1/22
2/5
2/19
3/5
3/19
4/2
4/16
4/30
5/14
5/28
6/11
6/25
7/9
7/23
8/6
8/20
9/3
9/17
10/1
10/15
10/29
11/12
Cumulative Partners Since Launch |
 Appia: Revs from Chinese Publishers
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 24
$0
$100,000
$200,000
$300,000
$400,000
$500,000
$600,000
$700,000
Dec-13
Jan-14
Feb-14
Mar-14
Apr-14
May-14
Jun-14
Jul-14
Aug-14
Sep-14
Oct-14
Nov-14(F) |
 RTB Exchange Integration Roadmap
MANDALAY DIGITAL GROUP, INC.
©
2014 Mandalay Digital Group, Inc.
Page 25
0
100
200
300
400
500
600
700
800
Volume (qps) |
 Page 26
Digital Turbine’s Ignite simplifies the conversion flow for app installs
from 6 steps to 2 steps, creating an order of magnitude increase in mobile
monetization Optimizing User Flow to Increase Performance
1: Open app or
mobile web site
Current Appia Flow
2: Click on mobile
ad for app install
3: Go to app store
or Google Play
4: Install App
5: Open App
©
2014 Mandalay Digital Group, Inc. |
 Page 27
Digital Turbine’s Ignite simplifies the conversion flow for app installs
from 6 steps to 2 steps, creating an order of magnitude increase in mobile
monetization Optimizing User Flow to Increase Performance
Digital Turbine Ignite Flow
©
2014 Mandalay Digital Group, Inc.
1
2
3 |
 Additional Information
Page 28
Additional Information and Where to Find It
In connection with the proposed transaction, Mandalay Digital intends to file
with the Securities and Exchange Commission (SEC) a registration statement
on Form S-4 that will include a proxy statement and a prospectus. The definitive proxy
statement/prospectus will contain important information about the proposed
transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the registration statement (when available) and
other documents filed by Mandalay Digital with the SEC at the SEC’s web site at
www.sec.gov. These documents may be accessed and downloaded for free at Mandalay
Digital’s website at
, or
requested
from
Mandalay
Digital
by
mail
at
2811
Cahuenga
Boulevard
West,
Los
Angeles,
CA
90068,
or
by
directing
a
request
to
MacKenzie
Partners,
Inc.,
105,
Madison
Avenue,
New
York,
New
York,
10016,
(212)
929-5500,
.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of
Mandalay Digital. However, Mandalay Digital and its directors and
executive officers and certain members of management and employees may be deemed to be participants in the
solicitation of proxies from Mandalay Digital’s stockholders in respect of
the proposed transaction. Information regarding the directors and
executive officers of Mandalay Digital may be found in its Form 10-K/A for the fiscal period ended March 31, 2014,
which was filed with the SEC on July 29, 2014. Other information regarding
the interests of those persons and other persons in the proxy
solicitation
and
a
description
of
their
direct
and
indirect
interest,
by
security
holdings
or
otherwise,
will
be
contained
in
the
proxy statement/prospectus and other relevant materials to be filed with the SEC
when they become available. You may obtain free copies of this
document as described in the preceding paragraph. MANDALAY DIGITAL GROUP,
INC. www.mandalaydigital.com
proxy@mackenziepartners.com |