EX1A-13 TST WTRS 13 v436752_ex13-1.htm EXHIBIT 13.1

 

Exhibit 13.1

 

Discover the power of one-minute news

 

NEWSBEAT SOCIAL FILES FOR IPO UNDER REG A+ WITH PLANS TO LIST ON NASDAQ

 

NewsBeat Social is the first company with a monthly reach of 59 million people on Facebook to file for an IPO under SEC’s newly amended Regulation A

 

New York, NYMarch 4, 2016NewsBeat Socialthe video-first news agency that gathers news from around the world and delivers premium, objective one-minute news reports across social media—announced its filing for a Regulation A+ IPO. With a unique monthly reach of 59 million users on Facebook as of December 2015, NewsBeat Social is the first company filing for a Regulation A+ IPO with access to a large pool of potential public investors who are already part of its monthly audience.

 

The company plans to list its common stock on The NASDAQ Capital Market under the symbol “NEWZ” following the offering. The offering will be conducted on a best efforts basis by WR Hambrecht + Co as the sole underwriter.

 

“NewsBeat Social is re-inventing news at a time when consumers, advertisers and the industry are eager for change,” said Reese Schonfeld, co-founder of CNN and the Food Network, and NewsBeat Social advisory board member. “Providing informed news, and delivering it via social media with an optimized consumer experience built for mobile, the company is building an approach to news that meets the expectations of today's on- the-go, globally-minded news audiences.”

 

“This is a really exciting moment that marks a new phase of our growth,” said NewsBeat Social President Geoff Campbell. “Giving our viewers a chance to participate in our IPO cuts to the core of our mission of maintaining an independent and transparent newsroom, while allowing them to benefit from our growth."

 

NewsBeat Social's rapid rise as a leader in social media-delivered video news has been powered by its news coverage of world events, politics, science, technology, business, health, nature, culture and trends in one-minute videos presented by a team of diverse news anchors.

 

NewsBeat Social has produced over 30,000 video news reports, which have garnered over 8 billion lifetime impressions and over 423 million views by people in 236 countries around the world, and have drawn nearly 3 million fans on Facebook.

 

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“NewsBeat Social's objective one-minute news begins with the consumer’s perspective and experience,” said Peter Shea, owner of Entrepreneur Media and one of the seed investors in the company. “By looking at where consumers are consuming news, and how they want to consume it, NewsBeat Social is creating a new type of news that’s going to have a transformative effect on the industry.”

 

“Truthfulness, accuracy and objectivity—these are the core values of journalism and NewsBeat Social gets that,” said Victoria Pope, a NewsBeat Social advisory board member and Smithsonian Journeys editor-in-chief. “It also gets the importance of delivering the news in a cutting-edge way: through the platforms and social media that connect the world.”

 

NewsBeat Social was launched by founder and CEO Stanley W. Fields in 2013. The company’s leadership team includes Campbell, a former digital media executive for DISH Network and Sony who also previously worked at the Boston Consulting Group; CMO Mary Nickerson, a former marketing executive at Toyota and director at GM Hughes Electronics; CFO Myron Landin, an expert in advising publicly traded companies and formerly CFO of Eagle Intercommunications; and COO and co-founder Tyler Peterson, who previously founded and led Pod27, a mobile tool for film production.

 

The amendments to Regulation A known as “Regulation A+” were adopted by the SEC in March 2015 and became effective in June 2015. Regulation A+ is designed to “assist smaller companies with capital formation and provide public investors with additional protections” by providing amended regulations for companies raising funds in the public market, according to a SEC announcement.

 

For more information on the NewsBeat Social Regulation A+ IPO, visit www.newsbeatsocial.com/IPO.

 

* * *

 

NewsBeat Social is a video-first news agency gathering coverage from around the world and delivering premium, objective one-minute news reports across social media. NewsBeat Social’s news reports cover world events, politics, science, technology, business, health, nature, culture and trends. NewsBeat Social has attracted more than 2.8 million fans on Facebook and its reports have been viewed over 423 million times. Founded in 2013, NewsBeat Social is gathering and delivering news to today’s time-pressed, mobile-focused audiences around the world.

 

WR Hambrecht + Co focuses on raising growth capital for a variety of different enterprises. Like its predecessor firm, Hambrecht & Quist, WRH+Co seeks to identify high prospects growth-stage companies, and then enable access to the capital necessary to fund development, marketing and infrastructure so that these companies can achieve their full potential. WRH+Co’s Regulation A+ strategy is a continuation of Bill Hambrecht’s legacy of conducting small public offerings for what were once considered high-risk start-ups that are now household names and Fortune 500 companies.

 

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The offering is being made only by means of an offering circular. An offering statement on Form 1-A relating to these securities has been filed with the Securities and Exchange Commission but has not yet become qualified. You may obtain a copy of the most recent version of the preliminary offering circular with the following link: https://www.sec.gov/Archives/edgar/data/1661424/000114420416085843/v432385_partiiandiii.htm. These securities may not be sold nor may offers to buy be accepted prior to the time the offering statement is qualified. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

No money or other consideration is being solicited in connection this press release, and if sent in response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement on Form 1-A is qualified pursuant to Regulation A of the Securities Act of 1933, as amended, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any person's indication of interest involves no obligation or commitment of any kind.

 

Contact: Kaitlyn Kurosky

HIGH10 MEDIA

212 918 2040

kaitlyn@high10media.com

   

 

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Investor Presentation

 

01 – 02: Introduction

 

 

During my career, I’ve been fortunate to work with a lot of companies going through digital disruption. From advising brick and mortar retailers on e-Commerce at the Boston Consulting Group, to working at Sony during on the digital music transition, to more recently at DISH Network working on unbundling big cable packages with the launch of SlingTV. And now, I’m excited to be in the middle of another massive industry transition – this time in the news business.

 

My name is Geoff Campbell, I’m the President of NewsBeat Social. Today I’ll talk to you about our perspectives on the future of news industry and why NewsBeat Social is well positioned to be the next leading global news agency, and about the Regulation A+ IPO process we’re running to access our next round of growth capital.

 

NewsBeat Social is a one-minute video news agency that separates reporting from analysis and opinion. We cover the what, the where the who and the when of news report, regardless of what kind of topic we’re covering – from politics to science and technology to nature to entertainment. We distribute our news through social media platforms and we’ve optimized our product for mobile consumption.

 

 

 

  

LEGAL LEGEND: 5 Seconds

 

3. Investment Highlights

 

 

The $174 B global news market is transitioning from broadcast formats like television, newspapers and magazines to socially delivered news where the story is the unit of distribution.

 

Over the last three years, NewsBeat Social has built a high growth, high volume news agency. Last year alone we did over 11,000 news reports that were viewed nearly 350M times and a Facebook audience of over 2.8 million fans.

 

A critical success factor for NewsBeat Social is we’re able to generate this level of audience at a cost that’s 5 to 25 times less expensive than traditional television news.

 

Part of the reason is because we take advantage of everything the internet has to offer, in terms of how we gather information about the news, in terms of how we distribute our news product.

 

In addition, because we only do the news reporting, the what, the where, the who and the when, we don’t need expensive staff on hand to be able to provide the why, the opinion, and the analysis behind our news product.

 

We’ve built an operating model that can be scaled quickly to move beyond our current capacity of 50 news reports a day across 21 newsroom employees, and new distribution channels like Snapchat, WhatsApp and Messenger, provide us with new avenues for us to deliver news.

 

On the revenue side, the company offers brands an ability to get in front of their target customer on social media, using our brand safe news reports as the hook for engagement. Combining the targeting of social media with our news and existing advertiser spots, we can drive ROI improvements for the advertiser vs traditional video advertising on social. We also plan on launching a paid consumer app and executing against syndication opportunities.

 

 

 

  

Finally, we’ve assembled an experienced management team composed of entrepreneurs and senior industry executives who have managed other companies through industry transitions before.

 

4. Offering: Reg A+ IPO

 

We’re in the process of completing a Regulation A+ IPO. We’ve applied to list on NASDAQ under the ticker NEWZ and plan on raising up to $50M in the offering.

 

Proceeds will be used to build advertising and subscription revenue while continuing to expand our news gathering and distribution capacity. All of our existing shareholders will have a lock up period for 180 days and our lead bookrunner is WR Hambrecht & Co. We expect to price the offering June.

 

5. Lessons learned from technology distribution in the music industry:

 

 

I mentioned my experience at Sony during the transition of the music industry to digital. What I experienced there I think can be very instructive about what’s happening in the news industry today and can give us some clues about how the industry may evolve in the future.

 

Before I arrived at Sony, the music industry had built an incredible business around a shiny piece of plastic called the CD. Packaged media formats like the CD forced consumers to purchase all the songs on the CD, not just the songs they wanted. This meant that consumers were spending a lot of money on songs they actually didn’t want – but they really didn’t have another choice. This also limited the amount of music consumption – since consumers really needed to decide if they wanted to shell out the $20 for the CD.

 

 

 

  

But with the advent of the MP3 player (and most notably the iPod) consumers began to ‘rip’ their CD collections to their computers to take their music on the go. And that’s when a few enterprising Seans (mainly Sean Fanning and Sean Parker) came up with an idea to link user computers together so they could share their libraries. And Napster was born.

 

Aside from offering free music, Napster also allowed consumers to just select the songs they wanted. And with that music consumption began to expand, but industry revenues began to fall. I recall at the time there were people within Sony who felt that the recorded music industry was finished.

 

The advent of Napster caused the music industry to take, what I call a series of anti-consumer steps. The first one is the industry decided they would sell a la carte songs to consumers, but not without wrapping the music with complicated digital rights management software. Effectively if you bought music, you could do less with it, than if you had stolen it. The other thing the industry started to do is sue its consumers through its trade association, the RIAA. None of these actions worked.

 

What did work is a few companies understanding that even though music was freely available anywhere, the consumer experience still was broken. It was hard to discover, or search for new music, the quality was wildly inconsistent between users, and viruses and spoof files permeated P2P file sharing networks.

 

Companies like iTunes, Beats, Spotify and Pandora realized that by completely redefining the value proposition for the music consumer and focusing on delivering a better consumer experience, they could get paying (and/or ad supported) customers to adopt their platforms. And new billion dollar music distributors were born.

 

The per unit economics are completely different in the music industry than during the $20 CD days, but some of that has been made up by a massive expansion in the amount of consumption of music, and the music industry is on the road to recovery.

 

 

 

  

6. The news industry is arriving at its “Anti-Consumer” moment

 

 

Now let’s look at the news industry. The news industry, like the music industry built a very successful business around packaged media formats like newspapers and magazines. I still get the Wall Street Journal as a paper every morning, and as a Journal subscriber I read about 10% of the content in that newspaper everyday. But I’m still paying its full subscription and I’m still exposed to all it’s advertising. I’m basically buying a packaged media product where most of the content, I don’t even want.

 

This time the disruptor is social media, and more specifically Facebook. Facebook is so good at bringing consumers the news they want, that now nearly 45% of all US adults say they get at least some of their news through Facebook, up from 30% just two years earlier.

 

And among NewsBeat Social’s target audience, Millennials, this number nearly doubles to 88%. And that makes sense, Facebook is a personalized experience that can draw from a vast amount of my information, to bring me only the news I want, from a vast amount of sources.

 

But similar to the music industry transition from the CD to the song, the news industry is dealing with the same transition from the publication to the individual story. The story is what the news consumer ultimately wants, and is now the unit of distribution on social. This has broad implications on news brands and product formats. Consumers will need to know what to expect from a news story without the broad wrapper of a publication.

 

So what’s been the response? A series of actions from the industry that have nothing to do with improving the news consumer experience. A few of my favorites: paywalls – this is basically the same model as before except you get a few free articles every month before needing to buy the entire thing; sensational news headlines – ever clicked on a headline on social media to be brought to news content that doesn’t even resemble the headline in the first place? That’s just an attempt to generate clicks and ad dollars. How about really aggressive pop up advertising? I can’t tell you how many times I visited a website to hear a video start playing somewhere in the background after I started reading an article, or an aggressive pop up ad takes over my entire screen and I struggle to even find how to close it to continue consuming my news.

 

 

 

  

And my favorite – sponsored or paid news. This one of the fastest growing areas of the news market, where an advertiser works with a news agency, to create what looks like a news report, but is actually a commercial. And consumers don’t like that. When polled by a market research company, 62% of consumers said that when a news brand in particular, does paid or sponsored news, it erodes their trust in the news brand. Basically news brands today are trading on their brand value, to generate income. My bet is none of this will work in the long term. What will work is a complete redefinition of the value proposition for news for the news consumer, and the opportunity is to stop doing all the things to the news consumer that industry is doing to them today that they don’t like.

 

Focusing on delivering a better news experience, means you need to dramatically change the cost structure for gathering and distributing news. We’ve been doing this at NewsBeat Social for the last three years.

 

7. $174 B global news market is transitioning

 

 

Our success over the past 3 years has been driven our product and some major drivers in the marketplace that are fundamentally changing the ways in which consumers consume news.

 

 

  

Social media is here to stay and by 2020 it’s projected there will be over 2.4 billion social media users worldwide, most of them accessing their accounts through mobile phone.

 

Mobile broadband connections are growing even faster, with nearly 3.2 billion mobile broadband connections expected by 2020.

 

And finally, NewsBeat Social’s advertising business is at the intersection of some of the highest growth areas of the digital advertising market – social media advertising and digital video advertising, which are both expected to grow at 18% and 40% respectively.

 

Those drivers, along with our product, have contributed to our high growth rate over the last 3 years.

 

Views of our news reports have grown from 12 M in 2013 to 349M last year. We’ve gathered and distributed over 30,000 news reports – and all for under $100/report. For us a measure of quality is what % of people who have an opportunity to watch our news, actually do? That’s our engagement rate. We nearly doubled this year over year with over 15% of potential viewers actually watching at least one of our news reports each month. And our reach continues to grow, nearly doubling year over year in the month of December 2015 to nearly 60 million people.

 

8. Competitive Positioning

 

 

NewsBeat Social feels more like a video first version of the Associated Press than another kind of news provider like NBC, Fox or VICE.

 

 

 

  

By focusing on the reporting side of news, we can gather and distribute our news at lower cost and in the process, allows us to offer a better news product to news consumers – because we simply don’t have to do the same level of monetization as traditional news players do in order to have a successful business.

 

Overview of NBS news gathering and distribution

 

Our newsroom looks like a very typical newsroom. Our team arrives in the morning and determines what are the news reports we need to do today for our target market. Those reports are then assigned to teams of journalists that work together to compile an original news report that’s written, then read in front of a green screen by an anchor, video journalists then work to pull together b-roll and image assets to complete the news report, that goes back to an assignment editor for approval, and then through to our distribution team, that manages our effective distribution through the various social channels we support.

 

Our team focuses on the value added part of the journalism business – fact checking the details and consolidating information into our own product format. All news breaks on the internet today through platforms like Twitter and Facebook – there’s no longer a need for news desks all over the world to find out what news is happening there. And distribution of news no longer requires Satellite trucks or printing presses – Facebook and other social platforms offer distribution for free.

 

Our expansion plans for the newsroom involve investments in news gathering capacity and investments in new channels of distribution.

 

9. Expanding News Gathering:

 

 

 

 

  

Today our team runs 1 shift a day, 5 days a week, we’re able to generate over 50 news reports a day, all for less than $100 per report. We also have remote reporters in Washington D.C., New York City and Manila.

 

Tomorrow, we want to move to a 3 shifts a day, 7 days a week, expand the number of field reporters we have to major urban areas around the world, and extend our workflow further to execute what we like to call an Uber model for journalists.

 

In this model, journalists can train up and become a part of our news gathering system. When our team decides there’s a news report to do, an alert will go out to the network to see if there’s capacity to pick up the report. These reporters may be close to the location that a news report is breaking so with a few hours on their hands, can visit the location, shoot b-roll with their phones and gather information in our news format. These journalists would be paired with a full time employee at first, being mentored and trained on our product format to control quality and receive ratings on their news reporting, similar to a way an Uber driver gets reviewed by their customers. Over time, the system would allow remote reporters to partner with other remote reporters on a news story, virtualizing part of our news gathering capacity.

 

While this extension will further lower costs and improve quality with on-site footage, the most important part of this model is flexible newsroom capacity.

 

When I drive to work in the morning, I listen to local radio news. And somedays it’s great, it’s local, it’s relevant to me and my family where I work and where I live. But other days, it’s terrible. And the reason that happens is because there are people, full time people, working as journalists in those environments, and when it’s a slow news day, they basically need to invent news. They need to fill their quota, they need to fill up a newspaper, they need to fill up a radio station. By having flexible capacity in the news room, it means that at NewsBeat Social, we will only do just the news. So if it’s a busy news day we can do more reports, if it’s a slow news day we can do less. But what’s important is that a NewsBeat Social story will always be a news report.

 

 

 

  

10. NBS Millennials

 

 

I mentioned our target audience is Millennials. 88% of Millennials say they get at least some of their news through Facebook. That’s twice the American adult average. Millennials spend almost 26 hours a month on Facebook’s mobile app and they consume news from at least 3 different social platforms.

 

When our audience sends us comment, their feedback is consistent – thank you for just doing the news. I think they mean they appreciate that we aren’t trying to tell them how to feel about the news, or what to think about the news, just giving them the information in an easy to understand and condensed manner that let’s them be informed without being messaged.

 

11. Distribution

 

We are already on the largest social platforms where Millennials consume news. But there’s lots of places for us to grow.

 

The size of the bubble indicates monthly active unique users, while the % indicate what % of Millennials say they get their news through these various platforms. Facebook and YouTube are the top channels followed by Instagram and Twitter. But there’s a growing opportunity for us to develop our news for additional channels with a focus on messengering apps like Snapchat, Whatsapp and Messenger.

 

Finally, we plan on offering a consumer subscription to our news. We believe most news apps fail because they don’t offer anything different to their customers that they can get from social or websites. For $1.99 a month, which is over 7x cheaper than an US daily newspaper, we will offer our users a personalized news feed of NewsBeat reports based on their interests, location and preferences, with no ads or clutter. With the app users will be able to watch, read or listen to our news. Our news process creates all 3 of these media forms – and inside our app, our users can choose which form they want based on their environment.

 

 

 

  

Our app will be designed around your morning commute – so you can watch your news while your breakfast and then switch to audio mode when you’re in your car.

 

12. NBS Ad Model

 

 

Our advertising model combines the best parts of broadcast news advertising with social media.

 

With broadcast TV news, traditional advertisers have historically had some concerns. They love that news brings something new every day, so people tune in frequently. And they love that they can use regular commercial spots to get their message across. The problem is you have to advertise to the news publishers audience, and it’s possible that your commercial might come right before or after a news thorny news topic like terrorism, crime, or politics.

 

On the social media side, advertisers love the audience targeting capabilities. But to be on social media, you need to have engaging content. That old car commercial just won’t get engagement on social media and Facebook and others, they simply won’t subject their users to it if it’s not getting engagement. It would be like a TV network rejecting an ad buyer because their commercial wasn’t good enough. So a new kind of marketing’s been created to get in front of users on social media. It’s called native or sponsored content. It can be incredibly engaging, but there are some problems with it. Most consumers can’t actually identify the sponsor for a native ad. And because it’s well distributed on social media, it has a short shelf life. It means brands need to continually invest to continually create new native content to feed the social machine.

 

 

 

  

The NewsBeat Social model lets brands use their existing creative and wrap that around our brand safe news reports targeted at their audiences on social media. Brands can now buy the news stories that they want to buy around, rather than risk being associated with a bad news report and can target those news stories with commercials to the audience they want to speak to. And because news is fresh and engaging every day with people wanting to watch, comment and share news that affect them – there’s always a new reason to watch – even if the ad creative stays the same.

 

This product should be especially attractive to mid-market brands who simply don’t have the budgets to be building a new set of creative for social media, a new set of native content, but they do need to be in front of their audiences on social.

 

What’s also interesting here is that we aren’t selling advertisers access to the NewsBeat Social audience. We’re in fact selling advertisers access to the top performing content, as identified by the NewsBeat Social audience. The audience for NewsBeat Social helps identify for brands which are the right news reports to partner with, that will get the most distribution on social, and that will lower their cost per view.

 

13. Revenue Summary

 

In summary, NewsBeat Social will generate revenue just like any other news publisher – through advertising and subscriptions.

 

On the advertising side, NewsBeat Social will work with brands directly on the ad model we outlined. In addition, there’s additional revenue upside from indirect advertising. YouTube today shares revenue with video publishers. Facebook announced last July they plan on doing the same.

 

On subscriptions, there are two parts: syndication and consumer app. On syndication, We’ve had interest from other publishers to license our news. Since our news provides only the what, where, who and when of a news report, it can be a great compliment for someone who is providing analysis and opinion but wants a short mobile friendly news video to accompany it. And finally we plan on launching our new subscription app later this year.

 

 

 

  

14. Management Team

 

 

We’ve built an incredible management team here at NewsBeat Social. Mary Nickerson is our CMO, she just joined us recently last year. She is the marketing executive that brought the Toyota Prius to the United States, and is responsible for one of the largest innovations in the automotive space in many years. She also has deep connections into the automotive advertising space.

 

Reese Schonfield, the co-founder of CNN and of the Food Network, is also an advisor to the company who has helped shape our company from the beginning. He likens the transition to digital news as the same kind of news revolution that happened with cable news. Victoria Pope, is an advisor to the company, the former managing editor of US News and World Report, works with us to help screen our senior journalists and advises us on journalism practices broadly.

 

15. KPIs

 

We manage the business week to week on three main KPIs. The volume of our news and the volume of our audience, the cost of each news report, and quality as measured by the engagement rate. Revenues are composed of the 4 segments we discussed, and costs are mainly driven by newsroom staffing, and audience development.

 

16. Financial History

 

Over the past three years, we’ve been focused on improving our newsroom processes, and growing our news audience.

 

We have generated some limited advertising revenues from pilot clients. We pursued these to understand how to best execute our advertising product and the experience gives us confidence in our ability to execute a compelling advertising model. During our period of growth, our cost per story has remained consistent and our current monthly burn running is ~$200k a month.

 

 

 

  

To date, approximately $7M in cash and $10M in services has been invested in the company.

 

17. Use of Proceeds

 

 

Assuming we raise $37.5M in our IPO, we plan on spending that money across four key segments to develop the business further.

 

News gathering expansion is the largest investment area with $12.9M planned to grow the newsroom over the next three years. $3.3M is slotted to expand distribution to new channels for our news. A total of $8.8M is planned for revenue generating activities including $5.1M for development of premium subscription services including the consumer app and the syndication businesses and $3.7M for expansion of our direct advertising business line.

 

Management will continue monitor the success on the revenue side of the business before we invest too much in news gathering and distribution. It will be critical that we see the success that we need on the revenue side before we add too much burn and too much cost in the newsroom.

 

18. Road to NASDAQ:

 

On March 3rd we filed with the US SEC our Form 1A for our Regulation A+ IPO. We’re now in the pre-qualification period. We’re speaking to banks and institutions about investment as well as our crowd.

 

 

 

  

Post qualification from the SEC, the company will begin to confirm investments from which will be held in ESCROW until the company has achieved at least the minimum required to complete the offering. This is planned to take several weeks to allow for conversion of as much investment from individuals in the audience as possible. Management will then make a decision about when to close the offering and if we have raised a sufficient amount, we will qualify for NASDAQ and can list on the next day.

 

19. Investment Summary:

 

 

It’s an exciting time to be in the news business. The $174 billion global news industry is in transition, and NewsBeat Social is well positioned to take advantage of this opportunity.

 

We have built a scalable model for news gathering and distribution that can be expanded with the proceeds from the offering, including the launch of our Uber-model for journalists to further enhance our cost position and give our newsroom flexible capacity. These investments in growth will be matched by revenue generating activities on advertising and subscriptions.

 

When industries go this kind of transition, it creates all sorts of opportunities for new innovators to enter an industry and to thrive. 2 billion people will come online in the next decade, and they’re going to be coming online through social media on their mobile devices, and they’re all going to want news. NewsBeat Social’s operating model and track record to date, put us on track to be the next global digital news agency. Thank you very much.