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Investor PresentationSeptember 2011
QPSA 2
Cautionary Note Regarding Forward Looking StatementsCertain statements in this presentation and responses to various questions includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained herein, including statements regarding the merger with myYearbook, the benefits of the merger, creating the public market leader in social discovery, future growth and our rapidly growing audience, expected launch of version 2.0 of Quepasa Contests, expanding myYearbook’s apps to our user base, our having the scale to build the #1 player in social discovery and the closing of the merger, our future financial performance, our liquidity, our business strategy and the plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include: unanticipated problems with the launch of version 2.0 of Quepasa Contests, unanticipated problems which lead Facebook, Orkut and other social media platforms to not publish our games, the possibility that the anticipated benefits from the merger will not be realized, or will not be realized within the expected time period; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions including the failure of Quepasa shareholders to approve the issuance of the shares pursuant to the merger and the failure of the shareholders of Insider Guides to approve the merger; the risk that the Quepasa and myYearbook businesses will not be integrated successfully; and disruption from the merger making it more difficult to maintain business and operational relationships. Further information on our risk factors is contained in our filings with the SEC, including the Form S-4 filed on August 26, 2011 and our Form 10-K for the year ended December 31, 2010. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
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Additional Information This communication does not constitute an offer to sell or the solicitation of an offer to buy Quepasa’s securities or the solicitation of any shareholder vote or approval. This communication is being made in respect of the proposed transaction involving Quepasa and Insider Guides. In connection with the proposed transaction, Quepasa has filed with the SEC a registration statement on Form S-4 that includes a proxy statement and prospectus of Quepasa. Before making any voting or investment decision, investors and shareholders are urged to read carefully the proxy statement and prospectus regarding the proposed transaction and any other relevant documents filed by Quepasa with the SEC because they contain important information about the proposed transaction. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov), by accessing Quepasa’s website at www.quepasacorp.com under the heading “Investors” and then under the link “SEC Filings” and from Quepasa by directing a request to Quepasa at Quepasa Corporation, 324 Datura Street, Suite 114, West Palm Beach, FL 33401, Attention: Investor Relations. Quepasa and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Quepasa’s directors and executive officers in its definitive proxy statement filed with the SEC on April 14, 2011. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and prospectus and other relevant materials filed with the SEC. You can obtain free copies of these documents from Quepasa using the contact information above.
Regulation G – Non-GAAP Financial MeasuresThis presentation includes a discussion of EBITDA which is a not a financial measure in accordance with U.S. generally accepted accounting principles (“GAAP”). Quepasa Corporation defines EBITDA as earnings (or loss) before interest expense, income taxes, depreciation and amortization, including amortization of non-cash stock-based compensation. Other companies may define EBITDA differently. EBITDA should be viewed as supplemental to, and not as an alternative for, net income or loss, income or loss from operations or any other measure for determining operating performance or liquidity, as determined under GAAP. We have included in this presentation a reconciliation of our non-GAAP financial measure to net income. EBITDA is used by our management as an additional measure of our performance for purposes of business decision-making, including developing budgets and managing expenditures. Period-to-period comparisons of EBITDA helps our management identify additional trends in our financial results that may not be shown solely by period-to-period comparisons of net income or loss, or income or loss from operations. Our management recognizes that EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. We believe that the presentation of EBITDA is useful to investors in their analysis of our results for reasons similar to the reasons why our management finds it useful and because it helps facilitate investor understanding of decisions made by our management in light of the performance metrics used in making those decisions. In addition, we believe that providing EBITDA, together with a reconciliation to GAAP, helps investors make comparisons between Quepasa and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable SEC rules.
QPSA 4
Quepasa - the leading social media technology company focused on Latin audiences
Social Network with
39 MM+ Members
Social Game
Development Studio
Cross-platform
Social Media Ad Solution
Quepasa.com Quepasa Games Quepasa Contests
QPSA 5
39 MM user base, fueled by one of the
fastest growing web demographics
(Latino/Lat. American)
Emphasis on connecting people who
should – but don’t – know each other
Brazil represents top
demographic, reflecting the country’s
massive adoption of social media
Next in development roadmap: mobile
expansion, new discovery
apps, broadened scope for virtual
currency
Leading Online Social Network with Emphasis on Meeting New People
QPSA 6
Formerly Techfront, acquired by QPSA in March 2011
35 full-time, highly experienced game developers
Wonderful City – Rio, first cross platform proprietary title
Launched on Quepasa in mid-April
Launched on Orkut in mid-May
Launched on Facebook in mid-June
Upcoming title based on Rain Forest sustainability theme. 0
1,000,000
2,000,000
3,000,000
4,000,000
5,000,000
May June July August
Total Wonderful City - Rio Installs
Social Game Development Studio
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Engagement Ratio 1: 9,265Each entry generated on average 9,265 additional views, votes, comments shares, etc.
Enables advertisers to target social media
users through branded viral contests
Clients include: SEAT, Televisa, UFC, UOL and
Mexican Tourism
Launch of automated, more scalable version
2.0 forthcoming in Q4 2011
Tangible ROI at a low cost per impression
Case Study: Results for SEAT Campaign
Total Engagements: 13,417,102
Total Entries: 1,448
Total Votes 14,993
Total Shares 1,363,341
Total Comments 14,033
Total Views 12,023,287
Social Media Advertising Solution
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Relaunch of Quepasa.com as a social network Kevin Hartz and Keith Rabois added as advisorsQ1 2008
Quepasa.com reached 10 MM registered usersFeb 2010
Raised $12MM PIPEDec 2010
Lars Batista appointed to Board of DirectorsFeb 2011
Acquired XtFt (Techfront), to become Quepasa GamesMar 2011
Q2 2011Quepasa Games launches Wonderful City – Rio on Quepasa, Facebook, Orkut
Oct 2011 Expected launch, version 2.0 of Quepasa Contests
Q4 2011 Expected close of merger with myYearbook
QPSA 9
Transaction Value:
$100 million; $82 million in QPSA common stock
and $18 million in cash. Shares to be issued fixed
at 17 million.
Share Restriction/Lockup:
16.67% of shares unrestricted at closing. 16.67%
unrestricted each month for next 5 months.
Governance:
myYearbook CEO, Geoff Cook will serve as COO
and President of the Consumer Internet Division.
Geoff and two other myYearbook designees will
join Quepasa Board.
Closing:
Expected in the fourth quarter of 2011
On July 20, 2011 Quepasa announced an agreement to merge with myYearbook
Quepasa CorporationPrice (as of 9/26/11) $ 3.80
Basic Shares Out. as of 6/30/11 16.6
Market Capitalization $ 63.08
Year Ended 12/31/2010
Quepasa1 Pro Forma2
Revenues $ 6.05 $ 30.94
Net Profit/(Loss) $ (6.76) $ (7.50)
EBITDA3 $ 0.03 $ 6.76
Pro Forma Shares Outstanding at 12/31/104 33.26
Pro Forma Market Capitalization $ 126.39
Implied Revenue Multiple 4.08
Implied EBITDA Multiple 18.70
All figures in millions. See Appendix for additional information.
1. As reported on Quepasa Corporation's Form 10-K.
2. Source: http://www.sec.gov/Archives/edgar/data/1078099/000143774911006438/qpsa_s4a-082411.htm
3. EBITDA for Consolidated represents combined EBITDA, not Pro Forma. See EBITDA Reconciliation in Appendix.
4. See appendix for calculation of estimated Pro Forma Shares Outstanding at 12/31/10.
QPSA 10
Exceptional revenue growth - up 51% in 2010
Strong monetization – over $1 per member
per month
Robust product pipeline focused on
continued growth in mobile, social gaming,
and virtual goods
Strong financial performance: Revenue run-
rate of $30mm and profitable
Fast growing mobile applications – mobile
now 40% of total logins
1As ranked by comScore teens category by minutes, visits, and page views (June 2011)
myYearbook - One of the Most Trafficked Web Sites in the US1
and the #1 Site for Teens
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1 Android Top Free Social Rankings as of July 11, 2011
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Combined Quepasa and myYearbook
become a Leading, Publicly-Traded
Global Platform for Social Discovery
Social gaming installs of 4.4 million
across Facebook, Quepasa and Orkut2
Experienced team of 200+, with 100+
engineers/product and 23 in sales group
Strengths in Social Gaming, Mobile
Gaming, Virtual Goods, and Brand
Advertising
1Internal analytics for June 20112As of August 31, 2011
Global Web & Mobile Users
Pro Forma 2010 Revenues
Monthly Page Views1
QPSA 13
Global Social Discovery Platform 86 MM+ Users International reach and user acquisition expertise Best-in-class retention and monetization including new paid virtual currency for web & mobile
Cross-Platform Distribution & Monetization Products Mobile Expertise: myYearbook mobile Social Advertising Products: Quepasa Contests & Social Theater Proprietary Games: Wonderful City & Future Titles
QPSA 14
Merger brings together businesses with
incredible synergies in markets,
technologies
Creates a platform for growth with global
potential, social discovery differentiation,
and great economies of scale – high
margin, high growth
Combined metrics position us as under-
valued relative to other market comps
Combined 2010 EBITDA
Implied ValuePer Registered Web User
Implied Pro Forma2010 Revenue Multiple
Source for Pro Forma information: http://www.sec.gov/Archives/edgar/data/1078099/000143774911006438/qpsa_s4a-082411.htm
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Quepasa Corporation Income Statement Information (in millions)
Stock Ticker QPSA Year Ended Year Ended 6 Mo Ended 6 Mo Ended
Stock Exchange NYSE Amex 12/31/2010 12/31/2009 6/30/2011 6/30/2010
Revenues $ 6.05 $ 0.54 $ 4.09 $ 1.48
Price (as of 9/26/11) $ 3.80 Net Profit/(Loss)1 $ (6.76) $ (10.69) $ (3.84) $ (4.60)
52-Week Hi $ 15.45 Per Share $ (0.52) $ (0.84) $ (0.23) $ (0.36)
52-Week Lo $ 3.54 1 - Net Profit/(Loss) Allocable to Common Shareholders
Shares Outstanding (in millions) Balance Sheet Data (in millions) 2Q Ended
Basic 16.6 Most Recent QuarterJune 20,
2011
Fully Diluted 29.1 Cash & Cash Equivalents $ 11.19
Accounts Receivable $ 3.08
Market Capitalization (in millions) Debt - Notes Receivable $ 6.57
Basic $ 63.08
Fully Diluted $ 110.58
3-Mo. Ave. Volume (in thousands) 718.9
Insider Ownership 10.7%
Institutional Ownership 2.4%
Shares Short (in millions, as of 8/31/11) 3.4
Short % of Basic 20.7%
Source: yahoo.com Source: bigcharts.com
QPSA 17
Reconciliation of EBITDA
Quepasa myYearbook Combined Quepasa myYearbook Combined Quepasa myYearbook Combined
Net(Income (Loss) Allocable To Common Shareholders (2,319,439)$ 85,893$ (2,233,546)$ (3,836,440)$ (405,924)$ (4,242,364)$ (6,762,150)$ 3,071,298$ (3,690,852)$
Interest expense 151,219 152,357 303,576 301,205 291,299 592,504 603,609 512,010 1,115,619
Depreciation and amortization of property and
equipment 218,740 785,632 1,004,372 355,200 1,600,161 1,955,361 319,779 2,953,307 3,273,086
Amortization of stock based compensation 964,610 43,393 1,008,003 1,837,844 104,779 1,942,623 5,864,969 194,000 6,058,969
EBITDA (loss) (984,870)$ 1,067,275$ 82,405$ (1,342,191)$ 1,590,315$ 248,124$ 26,207$ 6,730,615$ 6,756,822$
EBITDA per share, allocable to
common shareholders, Basic and Diluted (0.06)$ (0.08)$ 0.00$
Weighted Average Number of Shares
Oustanding, Basic and Diluted 16,037,343 16,344,063 13,117,845
For the Three Months Ended June 30, 2011 For the Six Months Ended June 30, 2011 For the Year Ended December 31, 2010
Capitalization TableStock Issued and Outstanding (6/30/11) 16,668,781
Stock Reserved for Issuance Pursuant To 4,200,000
Outstanding Warrants Estimated Pro Forma Capitalization Table as of 12/31/10
Reserved for Issuance Pursuant To Out. 7,900,639 Weighted Average Shares Outstanding 12/31/10 13,117,845
Stock Option Plan and Non Plan Shares Issued to XtFt 348,723
Total 28,769,420 Shares Issued to myYearbook 17,000,000
Shares Issued for financing commitments 2,794,467
Shares To Be Issued For MYYB Merger 17,000,000 Estimated Pro Forma Shares at 12/31/10 33,261,035
Series A Preferred Stock Conversion and 2,794,467
MATT financing
Shares Reserved For MYYB Employee 1,600,000
Stock Options
TOTAL FULLY DILUTED SHARES - POST 50,163,887
TRANSACTION