UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 23, 2017
BRIGHTCOVE INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-35429 | 20-1579162 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 290 Congress Street, Boston, MA | 02210 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (888) 882-1880
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
Brightcove Inc. (the “Company”) is furnishing an investor presentation, attached as Exhibit 99.1 to this Current Report on Form 8-K, which the Company intends to use from time to time in meetings with investors and others. The investor presentation will also be available on the Company’s website at www.brightcove.com. The Company intends to use the investor relations portion of its website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibit relating to Item 7.01 shall be deemed furnished, and not filed:
| Exhibit |
Description | |
| 99.1 | Brightcove Inc. Investor Presentation March 2017. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRIGHTCOVE INC. | ||||||
| Date: March 23, 2017 | By: | /s/ Kevin Rhodes | ||||
| Kevin Rhodes Chief Financial Officer | ||||||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Brightcove Inc. Investor Presentation March 2017. | |
| Exhibit 99.1
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brightcove
Investor Relations Presentation
March 2017
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Safe Harbor Statement
These slides and the accompanying oral presentation contain certain “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements related to our predictions about industry and market trends, our position to execute on our growth strategy, and our ability to expand our leadership position and market opportunity. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts and statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation: our history of losses; our limited operating history; expectations regarding the widespread adoption of customer demand for our products; our ability to expand the sales of our products to customers located outside the U.S.; keeping up with the rapid technological change required to remain competitive in our industry; our ability to retain existing customers; our ability to manage our growth effectively and successfully recruit additional highly-qualified personnel; foreign currency fluctuations; and the price volatility of our common stock; and other risks set forth under the caption “Risk Factors” in our most recently filed Annual Report on Form 10-K. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.
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Brightcove at a Glance
2,007 premium customers ~4,600 total customers
~5 Years customer life $150.3M 2016 revenue ~23% 2010-16 revenue CAGR
PRODUCTS
$5.7M 2016 EBITDA
490 employees
2.7bn monthly video streams
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The Case for Brightcove: Investment Highlights
STRONG SECULAR INDUSTRY DRIVERS…
RADICALLY SHIFTING VIDEO CONSUMPTION
AVOD ADOPTION + EXPLOSION OF AD BLOCKERS DEVICES
RISING
DIGITAL REVOLUTIONARY MARKETING VIDEO BUSINESS
TRANSFORMATION MODELS
MULTI-BILLION DOLLAR , GROWING MARKET OPPORTUNITY
… WITH BRIGHTCOVE UNIQUELY
POSITIONED TO CAPITALIZE
Leadership position in delivering and monetizing video content
Created category and ~2X larger than independent competitors
Strong, long-standing relationships with marquee customers globally
Accelerating engineering velocity and innovation
World class team
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Large Opportunities in Media and Digital Marketing…
KEY INDUSTRY DEVELOPMENTS
MEDIA
Media sector undergoing fundamental transformation
Increasing video traffic on the Internet
Transition from broadcast to OTT
Accelerating consumer choice and device fragmentation
DIGITAL MARKETING/ENTERPRISE
Rise of digital/content marketing, automation and the consolidation of the “Marketing Cloud”
CMO and marketing teams control a larger percentage of tech spend
Analytics, web customer experience, email marketing and social marketing represent the key pillars to date
Brightcove is Uniquely Positioned to Benefit From Compelling Industry Developments
? Leading market position and innovative technology platform ? Unmatched blue chip customer base ? Highly differentiated product and service offering ? Clear opportunity to further add scale
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Marquee Customers
MEDIA
DIGITAL MARKETING/ENTERPRISE
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Deep technology and industry expertise
Market-leading Best-of-breed Market’s fastest and Turnkey OTT
Optimizing cloud-encoding ad-insertion lightest video player Service Social Connections
(acq. 2012)
Easily create Integrate video with Optimized video Optimizing Social Connections
Impact of a Modular Product Strategy and Targeted Go-To-Market is Being Realized
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Our Video Platform – most flexible and comprehensive in the industry
AD-SUPPORTED MULTI-SCREEN MARKETING TVE / AUTHENTICATED OTT SOCIAL SOLUTIONS VOD AND LIVE DELIVERY AUTOMATION VIEWING EXPERIENCES DISTRIBUTION
PRODUCTS
PARTNER Brightcove Global INTEGRATIONS Services
CLOUD SERVICES
Live & VOD DRM & CMS Media & Player User Native
Advertising Analytics Video Portal Creation Transcoding Encryption Metadata Experiences Management Mobile SDKs
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Media Business
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Video Is Rapidly Evolving
(1)(1) Cisco Visual Networking Index: Forecast and Methodology, 2010–2015
10 | ©2017 Brightcove Inc. (2)(2) IDC; Wall Street Research
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Brightcove Media Manifesto
Dramatically improve the user experience broadcasters and publishers can deliver to their viewers
Increase the revenue potential from online video businesses up to 50%
Reduce the total cost of operations and delivery of online video up to 50%
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Transforming One of the World’s Most Prestigious
Publishers into a Digital Media Powerhouse
Create best-of-breed standalone digital “channels” for its leading brands (Sports Illustrated, Fortune, People, etc.)
SI Now, a new Sports Illustrated daily live web show (desktop).
Incredible results: > 1 billion video views in the past year and 78% growth in monthly unique visits YOY.
Daily Cut, a centralized web destination for aggregating the best video content across the company’s brands.
The app lives on the web, iOS/Android phones, and connected TVs via consoles like Amazon Fire TV and Roku.
Brightcove-supported videos helped Time Inc. reach a digital subscriber base of 107 million unique viewers per month, surpassing its traditional print audience of 102 million subscribers.
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Marketing & Enterprise Business
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Why We Win in the Marketing/Enterprise Segment
Brightcove’s Video Marketing Suite Goes Far Beyond the Basics Offered by
Competitive Systems to Help Marketers Succeed with Video
Leverages the functionality, performance, scalability, platform integrations of Brightcove Media technology investments
Extended by easy-to-use marketing-specific applications designed by marketers for marketers
Brightcove Gallery: Fastest, easiest delivery of beautiful, customized video portals for live and on-demand
Brightcove Audience: 1-click integration with Marketing Automation systems to drive business impact
Social media integrations: YouTube, Twitter, Facebook…
World-class customer care
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Customized video portals, live events and microsites.
Allows you to easily create beautiful video portals with best practices for SEO, responsive design and social sharing in minutes.
Responsive across desktop, mobile, and tablet
Optimized for search and social
Page level calls-to-action
Publicly accessible or password/IP restricted
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External Marketing World-wide
Global platform to distribute digital marketing video content to drive awareness and engagement with prospective buyers
Broad external marketing
Awareness: brand marketing
http://www.ford.com/cars/fusion/gallery/videos-and-demos
Conversion: product marketing
http://www.ford.com/trucks/f150/2014/features
Owner Loyalty: vehicle features & how-tos
http://owner.ford.com/how-tos/video/how-to-and-info-videos.html?make=Ford&model=Escape&year=2013
Products Used: Video Cloud, custom player based on HTML5
Brightcove Player
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Financial Highlights
CONSISTENT REVENUE GROWTH
HIGH REVENUE VISIBILITY & PREDICTABILITY
HIGH RENEWAL RATE
GLOBAL DIVERSE REVENUE BASE
SCALABLE BUSINESS MODEL
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Revenue Growth
Annual Revenue Growth
150.3M
+ 12%
$64M
$44M
2010 2011 2012 2013 2014 2015 2016
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High-level Revenue Visibility
REVENUE PER PREMIUM CUSTOMER
Average annual subscription revenue from a premium customer
Premium Customers
69K 66K
60K 54K
50K 51K 48K
2010 2011 2012 2013 2014 2015 2016
RECURRING DOLLAR RETENTION RATE
% Renewal of Existing Subscription Revenue
Premium Customers
94% 94% 95% 96% 93% 93% 88%
2010 2011 2012 2013 2014 2015 2016
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Strong Balance Sheet
($ in millions) Dec 31, 2015 Dec 31, 2016
Cash and Cash Equivalents $27.6 $36.8
Total Assets $127.7 $136.4
Deferred Revenue $29.9 $34.7
Total Debt $0.0 $0.3
Total Liabilities $49.5 $58.3
Total Stockholders’ Equity $78.1 $78.2
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Recent updates
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Recent updates
From time to time, our Board of Directors, together with our management team and with the assistance of our advisors, reviews and considers various strategic and other opportunities available to the Company to enhance stockholder value. These reviews have included discussions as to whether the continued execution of the Company’s strategy as a standalone company (including possible operational and capital structure changes) or the possible sale of the Company to, or combination of the Company with, a third party offered the best avenue to enhance stockholder value, and the potential benefits and risks of any such course of action.
In September, 2015 our Board of Directors formed a committee (the “Strategic Review Committee”) of independent directors to assist with a review of the Company’s strategic alternatives, and Chet Kapoor was appointed a member of the Strategic Review
Committee. The Strategic Review Committee selected two nationally recognized investment banks to assist with the review of strategic alternatives. During this process the Strategic Review Committee had discussions with numerous potential buyers considering various strategic and other opportunities available to the Company to enhance stockholder value. After a thorough review of various strategic and other opportunities available to the Company in the summer of 2016, the Strategic Review Committee concluded its activities.
Since that time, the Company has continued to actively consider all strategic opportunities to enhance stockholder value, including discussions of various transactions with financial sponsors. The Company is focused on executing its strategic plan to generate more revenue growth and believes this is a way to maximize stockholder value.
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Recent updates
Following the Company’s 2016 annual meeting of stockholders, our Nominating and Corporate Governance Committee of our Board of Directors (the “Nominating Committee”), of which Chet Kapoor was a member, unanimously agreed to identify two new potential Board candidates, one with experience in digital marketing and another with experience in video technology and software development
Throughout 2016 and 2017, the Nominating Committee focused on identifying new Board members who possessed these skills and with whom they have personal and professional experience. As part of this process, the Nominating Committee identified Diane Hessan as a potential candidate because of her extensive experience in digital marketing.
During February 2017, the Nominating Committee continued its work to identify potential new director candidates, including considering candidates proposed by Tenzing Global. In this search, the Nominating
Committee continued to follow the Company’s longstanding approach of reviewing the skill set of existing directors, identifying future Company needs, and identifying the qualifications and skill set that new board members would bring to the Board.
The Nominating Committee conducted interviews with several potential director candidates, including Ms. Hessan and the Tenzing candidates, and spoke to references for these candidates. Unlike Ms. Hessan, neither of the Tenzing candidates had experience in either digital marketing or video technology software development or any of the industries in which the Company operates.
Given Ms. Hessan’s decades of experience in digital marketing and understanding of the markets in which the Company operates, our Board of Directors determined that she possessed the skill set sought by the Company and would provide valuable insight as the Company focused on creating value for stockholders.
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VIDEO MOVES US
Brightcove offers the most powerful cloud-based video
Solutions for driving awareness, engagement, and revenue.