Investor Presentation
Avanza Banks Börsdag, 25 November 2015
Investor Presentation Avanza Banks Brsdag, 25 November 2015 - - PowerPoint PPT Presentation
Investor Presentation Avanza Banks Brsdag, 25 November 2015 Important information BY REVIEWING THIS INFORMATION, YOU ARE AGREEING TO ABIDE BY THE TERMS OF THIS uncertainties, assumptions and other factors because they relate to events and
Investor Presentation
Avanza Banks Börsdag, 25 November 2015
2
Important information
BY REVIEWING THIS INFORMATION, YOU ARE AGREEING TO ABIDE BY THE TERMS OF THIS
INFORMATION AND MAY BE SUBJECT TO AMENDMENT. This presentation and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase
capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting
regulatory, accounting and tax advice regarding the contents of this presentation. This presentation does not constitute and should not be considered as any form of financial opinion or recommendation by the Manager or any of its affiliates. This presentation is not a research report and was not prepared by the research departments of Pareto Securities AB (the “Manager”) or any of its affiliates. Any offering of securities will only be made by means of an information memorandum. Investors should not invest in any securities of Stillfront Group AB (publ) (the “Company”) except on the basis of information contained in the information memorandum. This presentation has been prepared solely for informational purposes. You should not rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. This presentation was prepared and the analyses contained in it are based on certain assumptions made by and information obtained from the Company, its directors, officers, employees, agents, affiliates and/or from other sources. The use of such assumptions and information does not imply that the Manager has independently verified or necessarily agree with any of such assumptions or information, and the Manager has assumed and relied upon the accuracy and completeness of such assumptions and information for the purposes of this presentation. Neither the Company, the Manager nor any of their respective affiliates, or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this presentation or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. The Company, the Manager and their respective affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this presentation and any errors therein or omissions therefrom. Neither the Company, the Manager nor any of their respective affiliates, or their respective officers, employees or agents, makes any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this presentation, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Statements in this presentation, including those regarding the possible or assumed future or other performance of the Company or its industry or other trend projections, constitute forward-looking
uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will or may occur in the future whether or not outside the control of the Company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Accordingly, no assurance is given that such forward-looking statements will prove to be correct. You should not place undue reliance on forward- looking statements. They speak only as at the date of this presentation and neither the Company nor the Manager undertakes any obligation to update these forward looking statements. Past performance does not guarantee or predict future performance. Moreover, the Company, the Manager and their respective affiliates and their respective officers, employees and agents do not undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this presentation. This presentation and any materials distributed in connection with this presentation are not directed to,
any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such
purchase, any securities in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be
not subject to, the registration requirements of the Securities Act. Within the European Economic Area, this presentation is being made, and is directed only, to persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive 2003/EC and amendments thereto, including Directive 2010/73/EU, as implemented in member states of the European Economic Area (“Qualified Investors”). This presentation does not constitute a prospectus within the meaning of the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument) and do not constitute an offer to acquire securities. This presentation is for information purposes only and does not constitute an offering document or an
Markets Act 2000 of the United Kingdom (as amended by the Financial Services Act 2012 of the United Kingdom) applies. It is not intended to provide the basis for any evaluation of any securities and should not be considered as a recommendation that any person should subscribe for or purchase any
are both: (a) Qualified Investors, and either (b) persons falling within the definition of Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or other persons to whom it may lawfully be communicated in accordance with the Order or (c) high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this presentation relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
3
Summary of risk factors
RISKS RELATED TO THE GROUP AND ITS BUSINESS
players will continue to play Stillfront Group's games and make purchases of virtual items within the games.
made substantial revenues
lead to increased gaming regulation and lack of trust and adoption of online payment systems and other transactions systems, respectively, could adversely affect the Group’s business, financial condition and results of operations
gaming developers and console developers
preferences and demands
persons, or difficulties in attracting new employees, may negatively impact the Group’s business and ability to implement current and future strategies
divert the Group’s resources
infringing third party intellectual property rights
software code to general release or require the Group to re-engineer such code, which may cause harm to the business.
cybercrime
and changes to, or failure to comply with, applicable laws and regulations may negatively affect the Group's business
performance of the systems, products and services that it offers
and adverse effect on the Group’s business, financial condition and results of operations
adverse effect on the Group’s business, financial condition and results of operations
differ materially from the Group’s actual results and investors should not place undue reliance on them
RISKS RELATED TO THE SHARES AND THE OFFERING
higher degree of risk than an investment in a company listed on a regulated market
may be volatile
and its operations, and the interests of these shareholders may conflict with those of
market price of the shares and lead to substantial dilution of existing shareholders
several factors
Any offering of securities will only be made by means of an information memorandum. Investors should not invest in any securities of the Company except on the basis of information contained in the information
prior to deciding whether to make an investment in the Company or not. In the event that any of the risks described in the information memorandum materialise, the Group's business, financial condition, and results of
in the information memorandum are not the only risks to which the Group is subject. Stillfront may be unaware of certain risks or believe certain risks to be immaterial that later prove to be material. There can be no guarantees or assurances that the objectives of the Company can be reached and that a possible investment in the Shares in turn will generate a positive return for the investor. Below is a summary of certain risks that the Group and the Company’s shares are subject to.
Indie game developer and publisher Founded in 2012 through the merger of a number
Headquartered in Sweden with subsidiaries in Sweden, Germany, UK and Malta Vision – Become one of Europe’s leading indie game creators and publishers
Management
Jörgen Larsson Sten Wranne
CFO of Stillfront 25+ years in the industry including as CFO in private and public companies CEO and founder of Stillfront Serial Entrepreneur for 20 years within Gaming, IT and Software Industry, including ESN which was sold to EA in 2012
23 37 YTD Sep-14 YTD Sep-15 10% 23% YTD Sep-14 YTD Sep-15 34% 27% 27% 9% 3%
CAGR 8%
2013–2017e
35 years
Age of average gamer
5
Source: Newzoo’s annual “Global Games Market Report” and The Entertainment Software Association (ESA)’s “2015 Essential Facts About the Computer and Video Game Industry”. Financial figures derived from Stillfront’s Annual report 2014, reviewed quarterly report Q3 2015 and unaudited management accounts | (1) Underlying EBITDA excludes expenses considered by management as “expensed investments”. These adjustments have not been audited or reviewed. See the Financials section for a breakdown of these expensed investments and EBITDA in accordance with Swedish GAAP$100bn
2017e
3 other
Most successful launch to date (launched in 2015) Still growing since launch in 2009 14-year life-cycle – still ongoing Coldwood sales mainly relating to Unravel
Attractive market Unravel awards Strong current financials Well-diversified games portfolio
Selected highlights
20+ awards at E3 and winner of best Strategy Game 2015 at gamescom
Winner
Best Strategy Game
Underlying EBITDA margin(1) Sales Sep-15 Net Revenue (SEKm)
13pp 63%
Contents
Business Sales and marketing Strategy Use of proceeds Markets Management and owners Financials Transaction structure Q&A Investment highlights
7
Group structure…
Source: Stillfront’s unaudited management accounts (share of group revenue in September 2015) | Gladiators Online’s tablet version is in an early beta version with a full release date to be determinedProfessional group management 4 near- autonomous subsidiaries 7 games Across multiple platforms
Console PC Browser
Share of group sales Sep 2015
Browser Mobile Browser Tablet PC
27% 9% 2% 62%
8
Attractive and diversified games portfolio
Launch in: 2009
Still growing since launch in 2009
Q3 2014
Decent launch but marketing spend shifted to Call of War with superior marketing fROI
Q3 2015
Most successful launch to date
H1 2016
Winner of 20+ awards at E3 and gamescom
27% of group revenue (Coldwood) 34% of group revenue 27% of group revenue 1% of group revenue 2% of group revenue 9% of group revenue
New action management game launched on new engine Released on Steam in Nov 2015 14-year life-cycle – still ongoing
1% of group revenue
Long tail games
Source: Stillfront’s unaudited management accounts (share of group revenue in September 2015)Q3 2001 Q2 2003 Q2 2015
Winner of 20+ awards at E3 and gamescom
Winner
Best Strategy GameUnique partnership with industry giant 10
Unravel success is a game changer for Coldwood…
annually and in 2015 Coldwood was chosen
H1 2016
Launch of Unravel
TIME Revenues
Development period Post launch Development payments Ideation
Unravel revenue model (hypothetical for illustrative purposes, not to scale)
EA’s state-of-the-art marketing machine promotes Unravel Contracting fees (from EA for development)
Royalties (X% per sold game)
Coldwood obtains contracting fees from EA during
come in at SEK 15m, mainly relating to Unravel Unravel concept born and nurtured at Coldwood Coldwood obtains royalties per sold game. Not disclosable (legal reasons) but target 2016 revenue is SEK 25–35m with EBITDA margin 40–50% – including royalties and contracting fees from developing other game(s)
Contracting fees for next game(s)
Source: Stillfront11
Source: Stillfront | (1) SEK 0.6–1bn relates to gross sales and is a Company estimate assuming an average gross price to consumer of SEK 300–500 per game…from already strong track record – SEK 0.6–1bn(1) from prior games
Part of Sony’s ”Essential Collection” Part of Sony’s ”Essential Collection” and sold ”Gold” with 600k+ copies One of the world’s best selling ski games
12
Still growing since launch in 2009
5 10 15 20 2009 2010 2011 2012 2013 2014 2015 Sales since inception (rolling 12m, SEKm)
13
Supremacy 1914 – Sales development
Source: Stillfront’s unaudited management accountsStrong growth first 54 months Launched 6+ years ago (June 2009) Strongest rolling 12m sales to date = now
(12m ending Sep-15)
14
Stillfront’s most successful launch to date (2015)
0.1 0.3 0.9 1.4 May-15 Jun-15 Jul-15 Aug-15 Sep-15
15
SEK 22m annualized
(2) sales
Source: Stillfront’s reviewed Q3 report and unaudited management accounts | (1) September sales amounted to SEK 1.8m according to Stillfront’s reviewed Q3 report but 1.7m according to Stillfront’s unaudited management accounts, the difference is primarily due to exchange rate differences actual sales date and settlement date | (2) Calculated as September 2015 revenue multiplied by 12 (SEK 1.8 million x 12 months = SEK 22 million)Call of War – WW2 Strategy Game
SEK 1.8m
(1)
Already 34% of Stillfront Revenues yet to peak Designed for long life-cycle
Call of War accounted for 34% of group revenues in Sep 2015 Strong growth every month so far Call of War is an immersive long-stay strategy game with the potential to sustain a high revenue over a long life-cycle
SEK ~2m in development costs recouped in terms of sales after first four months with SEK 4.5m cumulative sales
Call of War sales per month (SEKm)
Contents
Business Sales and marketing Strategy Use of proceeds Markets Management and owners Financials Transaction structure Q&A Investment highlights
17
…and high USER RETENTION Capitalize on player base with IN-GAME PURCHASES
High user retention with long-life-cycle games
Long gaming period
High-quality games High gamer devotion
Network effects further attract players Responsive marketing and free to play attract players Strong player base
Strategically placed in-game purchase
Revenue model
Cross promotion
(enabled by multi-game portfolio)
further attract players Attract players with FREE TO PLAY
Source: Stillfront…swift boost in marketing spend
Case in point = Call of War launch …further fueling Call
sales
18
Daily monitoring of marketing fROI
(1) allows for responsive marketing
– drives group ROI and sales
Daily monitoring of marketing fROI If HIGH marketing fROI… If LOW marketing fROI… …increase marketing …decrease marketing
Drives group ROI and sales
High marketing fROI
Call of War…
Marketing fROI 34–63%
Source: Stillfront | Financial figures derived from Stillfront’s reviewed Q3 report, unaudited management accounts and IT system | (1) fROI is defined as forecasted return on marketing investment = (“forecasted customer lifetime value” – “acquisition cost per user”) / “acquisition cost per user” | (2) September sales amounted to SEK 1.8m according to Stillfront’s reviewed Q3 report but 1.7m according to Stillfront’s unaudited management accounts, the difference is primarily due to exchange rate differences actual sales date and settlement date0.1 0.3 0.9 1.4 1.7 May Jun Jul Aug Sep Call of War sales (SEKm)
0% +36% +48% +130%+113% +172%
Apr May Jun Jul Aug Sep Marketing spend increase compared to April CoW launch 0.1 0.3 0.9 1.4 1.8 May Jun Jul Aug Sep Call of War sales (SEKm)
(2)Contents
Business Sales and marketing Strategy Use of proceeds Markets Management and owners Financials and transaction structure Q&A Investment highlights
20
P L E X
Portfolio of games Long life cycle games Engines for scalability X (cross) platform
More IP ownership in Coldwood
IP↑ 1 2 3
Grow to higher profitability Improve risk/reward
Sales Profits
Organic + M&A Organic M&A Sales Profits
Business strategy – 3 pillars
Use of proceeds for accelerating business strategy implementation
21
New games and marketing spending
Indicatively, 2–4 new games on Bytro’s SUP engine, 1–2 new games on ManagerZone engine and 1–2 new games on Dorado engine. Marketing of new games and increased marketing of existing games. Investments dependent on attractiveness of marketing fROI and performance of launched games.
1–3 acquisitions
Cash component of 1–3 acquisitions with sales of SEK 5–15m each over the next few years. Contingent on speed of finding perfect-fit targets with willing sellers at attractive price.
Increased IP ownership in Coldwood
Gradually increase IP ownership in Coldwood. Initially by building a parallel team to allow for developing two titles in parallel. Timing dependent on speed of recruitment of top talent and scope of first parallel title.
Acquiring remaining 49% of Bytro Labs
The cash-component for the remaining 49% of Bytro Labs to be acquired during 2016. Already-set contract with earnout so final price will depend on Bytro’s sales and EBITDA in 2015. The contract also includes an equity component of SEK 8–12m where Stillfront’s share is valued at SEK 28/share
General corporate purposes
General corporate purposes including SEK 8–9m estimated transaction costs and SEK 3.3m repayment of shareholder loan to Acacia
Flexible use of proceeds strategy as investment opportunities ahead may depend on, among other things, attractiveness of marketing fROI, speed of recruitment of top talent and finding perfect-fit acquisition targets
Use of proceeds IPO rationale
Source: Stillfront | (1) €1.3mIn addition to accelerating its growth strategy through the use of proceeds, additional IPO rationale is: Diversify and strengthen
Nasdaq-listed equity should: – help attract and retain top talent – Raise brand awareness – Quality stamp of approval benefiting i.a. trading conditions – Facilitate selective acquisition strategy (more valuable equity currency)
SEK 15–35m SEK 15–35m SEK 10–20m SEK 12m(1) SEK 10–15m SEK 75m
Contents
Business Sales and marketing Strategy Use of proceeds Markets Management and owners Financials Transaction structure Q&A Investment highlights
23
Source: Newzoo annual “Global Games Market Report” and Stillfront$3bn
$22bn EMEA $19bn
APAC $37bn
Global games market is huge
Stillfront’s revenue is derived from over one hundred countries on all continents
Contents
Business Sales and marketing Strategy Use of proceeds Markets Management and owners Financials Transaction structure Q&A Investment highlights
25
12 month lock-up(2) 200+ years industry experience 31% equity participation(1)
Source: Stillfront, November 2015. | (1) All calculations are before the contemplated transaction. Assuming fully diluted shares including that Patrick Armstrong, Andreas Spante and Andreas Sjöstrand have converted their warrants into shares (60,791 warrants outstanding). Nick Porsche and Simon Dotschuweit’s joint 20% ownership of Dorado is not included in the 31% joint equity participation stated aboveKey people: Extensive experience and well-incentivized
Name Position Industry Experience Equity Participation(1) Lock-up
Jörgen Larsson
CEO & Director 20 6%
Sten Wranne
CFO 25 3%
Christopher Holmberg
CEO 16 2%
Jakob Marklund
Lead Programmer / CTO 17 2%
Leif Holm
Senior developer 20 1%
Håkan Dalsfelt
Senior developer 16 1%
Martin Sahlin
Creative director 10 (n/a, but cash bonus)
Dick Adolfsson
Senior developer 14 1%
Felix Faber
MD Operations and Publishing 7 4%
Tobias Kringe
MD Product 7 4%
Christopher Lörken
MD Technology 7 4%
Patrick Armstrong
CEO 12 1%
Andreas Spante
CTO 8 0.1%
Andreas Sjöstrand
Senior developer 17 0.02%
Nick Porsche
MD Malta / Game Director 14 0.0%
Simon Dotschuweit
MD / Tech Director 10 0.1%
Own 10% each of subsidiary Dorado
220 31%
N/A
26
Attractive ownership structure and experienced board
Represented by: Per Skyttvall, board chairman Stockholm-based active investor in innovative, fast growing and scalable Swedish companies Represented by: Max Bautin, board member IQ Capital is a UK based specialist investor providing early growth capital to innovative, fast-growing TMT companies
Active specialist owners own 25% Top shareholders Experienced board
Specialist investors and key people jointly own 55%
Acacia Board member. Extensive industry experience includes CEO at Zenterio, Dreampark and CEO & Country Manager of Ericsson in Slovenia. Per Skyttvall Acacia (chairman) Managing partner and co-founder of IQ Capital. Extensive relevant experience includes CFO of a subsidiary of Millicom between 1997 and 1999. Max Bautin IQ Capital SVP Studios at King Digital Entertainment between 2012 and 2015. Extensive experience in TMT sector as Head of Expansion in Europe at eBay for 3 years. Fredrik Åhlberg Independent
Source: Stillfront, November 2015. | (1) Only Sten Wranne’s (CFO) ownership in Fyrmax Limited is counted as key-people ownershipCEO and founder of Stillfront. 20+ years in the industry including extensive industry network and business building track record. Jörgen Larsson CEO Stillfront CFO at Viaplay. Extensive experience within digital media and online business as CFO, investment manager and business lawyer. Alexander Bricca Independent Shareholder Pre-IPO
(fully diluted) Specialist investor Key- people Acacia Asset management AB 14% FKL Holding UG (Bytro founders) 14% IQ Capital Fund I L.P 10% Silverbeam AB 9% Fyrmax Ltd. (25% CFO owned) 8% (1) IdeCap AB (100% CEO owned) 6% Strömberg Förvaltnings AB 3% JRBM Fastighets & Invest AB 3% JB TWO INTERNATIONAL LIMITED 3%
2% Jakob Marklund (Coldwood) 2% Other key people 5% Other 21%
Total 100% 25% 31%
Contents
Business Sales and marketing Strategy Use of proceeds Markets Management and owners Financials Transaction structure Q&A Investment highlights
17% 10% 8% 23% 9%
7% 2012 2013 2014 YTD Sep-15 Underlying EBITDA margin⁽¹⁾ Reported EBITDA margin⁽¹⁾ 15pp 17 21 29 23 37 2012 2013 2014 YTD Sep-14 YTD Sep-15 63%
Audited Audited Audited Reviewed CAGR 31%
28
Strong current financials
Net revenue (SEKm) EBITDA margins
compared to YTD Sep-14, mainly derived from: – Strong growth in Coldwood – Successful launch of Call of War
EBITDA margin in YTD Sep-15…
EBITDA margin due to low marginal costs
Source: Stillfront’s audited annual reports and reviewed quarterly report | (1) Reported EBITDA and Underlying EBITDA occur as memo lines in Stillfront’s audited annual report for 2014 and reviewed interim report for Q3 2015. Underlying EBITDA excludes expenses considered by management as “expensed investments”. These adjustments have not been audited or reviewed – see slide “Breakdown of expensed investments”29
Financial & operational targets
Targets are based on a successful completion of the contemplated transaction
Target mid-term Underlying EBITDA margin: 25–30% Target net revenue by 2020: >SEK 300m 2016: 2-4 Target game releases: 2017–2018: 4-6 per year 2019–2020: 5-7 per year
30
Transaction summary
Listing venue
Offering size and valuation
Offering structure
(minimum subscription 500 shares, maximum 25,000 shares)
Indicative time table
25 November–3 December 2015 at 12:00 CET
25 November–2 December 2015 at 17:00 CET
4 December 2015
8 December 2015
8 December 2015
Sole manager and bookrunner Pre-commitments
− Swedbank Robur Fonder: 9% of Stillfront’s shares following completion of the Offering − The Niclas Eriksson family: SEK 13m − The Lundström family: SEK 7.5m
Offering, corresponding to SEK 7.5m if the Offering is fully subscribed
Lock-up
Jörgen Larsson, CEO Phone: +46 70 321 18 00 jorgen@stillfront.com Sten Wranne, CFO Phone: +46 70 585 12 58 sten@stillfront.com
Stillfront Group’s vision is to become one of Europe’s leading indie game creators and publishers
Contents
Business Sales and marketing Strategy Use of proceeds Markets Management and owners Financials Transaction structure Q&A Investment highlights
33
Investment case summary (1/2)
Attractive market
and is one of the largest entertainment industries in the world
growing from high levels
Well-diversified games portfolio
fees for Stillfront during development with royalties on each sold
54 months and its best rolling 12 months ending in Sep-15.
after launch. Call of War is yet to peak and management anticipates a long life cycle as for sister-game Supremacy 1914.
Key people: Experienced and incentivized
Effective marketing
which in turn drives group ROI and sales
prompted a swift increase in Bytro’s marketing spend which in turn further fueled Call of War sales
Strong current financials
Attractive ownership structure and experienced board
investors (25%)
directors
34
Scalable
Low marginal cost on producing and distributing digital content Scalable development with game engines
Derisked and scalable business model… …now well-positioned… …for accelerating growth strategy
Derisked
Portfolio strategy reduces risk and stabilizes revenue growth… …while capturing inter-game synergies
Proven
Strong current financials Increasing MAU with high retention Traction with new and long-lived cash cow games
Promising near-term pipeline
Call of War recently released New Dorado game engine and game ManagerZone engine improvements and new monetizing features
Organic growth
New engines New games Increased marketing
Coldwood position
Well-renowned studio with good momentum, receiving great response in pre-marketing of Unravel Solid track record – collaboration with both Sony and EA
Acquisition strategy
Target smaller gaming companies – add value by guiding creativity through professional structure
IP at Coldwood
Increased IP ownership gradually – initially by building a new title with a parallel team
Investment case summary (2/2)