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VisionSky Corp. CNQ:VSKY. May 2006. Tidel White Label ATM’s. Tidel 3400. Tidel is2000. Tidel 3100. Company History. Originally founded as K45 Capital Corporation in April 2002 VisionSky Corporation was created by a RTO transaction to take advantage of the expanding Chinese Banking Market
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VisionSky Corp.CNQ:VSKY May 2006
Tidel White Label ATM’s Tidel 3400 Tidel is2000 Tidel 3100
Company History • Originally founded as K45 Capital Corporation in April 2002 • VisionSky Corporation was created by a RTO transaction to take advantage of the expanding Chinese Banking Market • VisionSky North America (VSNA) was a wholly owned subsidiary whose Chinese management team was unable to meet certain milestones. Visionsky disposed of VSNA in June 2005 after milestones were not met. • February 16, 2006 • VisionSky Corporation purchases the ATM assets of 627800 B.C. Ltd., and concurrently does a reorganization of the assets by way of amalgamation creating a tax effective subsidiary in the form of a limited partnership (Transdirect LP) and renames itself to VisionSky Corp.
627800 BC Ltd. • White Label ATMs • entered business in 2002 o/a Transdirect ATM Sales and Service • non-financial institution owned machines • Transdirect had over 200 sites installed, principally located in • Hotels, C-Stores, Restaurants, Bars, Nightclubs, Bingos, High Schools & Golf Courses • run-rate of approximately 800,000 transactions per year • provides recurring revenue stream from user transaction fees
VisionSky Today • Acquired and operating since February 16, 2006 • Headquartered in Calgary, with ATMs in all 4 western Canadian provinces • Pure ATM play, focused on one business, the white label ATM industry. • Poised to take advantage of “hangover” in the consolidation of the ATM industry and potential “roll-up” play in Canada. • Following U.S. consolidation trend that commenced approximately 18 months ago. • Since February 16, 2006, Transdirect has grown to over 240 sites installed. • Approaching annual run rate of 1 million transactions. • Recurring, stable revenue stream with daily cash flow.
Market Opportunity ATM Products/Services • The ATM has grown consistently since 1996 • Annual organic growth is expected to be between 6% and 8% for at least the next four years. Source: Interac Association: 2006
Market Opportunity ATM Products/Services • Of the 50,000 + terminals in Canada right now approximately 16,000 belong to various financial institutions ie. banks • Of the remaining 35,000 white label ATMs approximately 13,000 are owned by ISO’s (Independent Sales Organizations) with more than 1,000 units • This leaves 21,000 + ATMs where the ISO has less than 1,000 machines. This is the market opportunity for VisionSky to create it’s position in the white label ATM industry.
Market Opportunity - White Label ATMs • Fragmented market structure • White label market estimated to be 35,000 machines in Canada. • Approx. 22,000 of those are operators with less that 750 machines. • Acquisition opportunities • INTERAC recently tightened operational and regulatory requirements for all players • smaller players do not have financial resources or operational infrastructure to become acquirers. • targets primarily small in size. • owner by investors seeking an exit due to lack of scale in their own business. • VisionSky cost advantage • bank business model & higher fixed costs require significantly higher # transactions per month to breakeven. • concentrated non-fragmented regional portfolio. • low cost structure and minimal infrastructure.
Business Strategy • Industry Consolidation • Leverage existing reputation & relationships • VisionSky has identified and started negotiations with 6 companies. If all are integrated the combined company would have over 1,100 ATMs with annual cashflow exceeding $3 million. • Present to existing ISO’s the opportunity to maximize the value of their ATM portfolio by joining a public company • Business segment growth drivers • Organic growth expected to mirror market growth of 6% to 8% in each of the next 3 years • Market share gains through “tuck-in” acquisitions • Stay regional and non-fragmented to maintain low cost structure.
Business Strategy • White-Label ATMs • Transdirect LP has over 240 sites. Intend to grow to 750 sites by year/end and 1000 sites in 18 months. • Daily recurring revenues. • Provide a stable high margin cash flow stream. • Continue to obtain long term contracts • Maintain low cost structure with no significant overhead incurred until approximately 500 sites. • Be selective, disciplined on acquisition opportunities • Business segment growth drivers • Significant acquisition opportunities in regional fragmented market. • Locked up investor acquisitions negotiated. • Grow organically with new sites and dealer network. • Obtain expired competitor contracts. • Acquisition or “roll-up” of portfolio’s of 0-50 sites.
Acquisition Potential • Investor ATMs • The cashflow from the ATMs is split between the site, Transdirect LP and various investors/dealers. • VisionSky has the ability to purchase out select investor/dealers. • $800,000 purchase price negotiated with 50% cash and 50% stock at an effective strike price of $1. • 100% accretive to the bottom line – service costs are already accounted for in cost of services and G&A. • Arms Length ISO purchases • VisionSky has identified additional ISO’s in Western Canada that are interested in selling their portfolios to VisionSky • 100 machines in Saskatchewan • 280 machines in Alberta/Saskatchewan • 160 machines in Northern Alberta • 20 machines in Calgary • 200 machines in BC/AB/SK
ATM Consolidation THE VARIABLE - Access to Capital and Time
Volume and Ownership CNQ Trading Volume Commenced Trading March 1, 2006 Volume March 2006 1,100,000 shares Volume April 2006 483,000 shares
Offering Issuer: VisionSky Corp. Shares Outstanding: 15,965,000 Securities Offered: Convertible Debenture Exchange: CNQ (VSKY) TSX listing planned for 2007 Issue Size: up to C$ 2.5 million Issue Price: C$ Coupon: 12% per annum Conversion: C$1 per $1 debenture Target Closing: June 2006 Agent: Dundee Securities Corp.
Income Statement *assumes completion of 4 investor related acquisitions and one arms length acquisition annualized.
Use of Proceeds • C$2.5MM gross proceeds sought • $1 million note payout on prior acquisition (627800 B.C. Ltd.) due August 1, 2006. • Remainder used to support acquisition strategy • Fund locked up acquisitions from existing investor group. • Fund future acquisitions currently in negotiation. • $500,000 to fund vault cash in ATMS loaded by Transdirect LP • NO capital required for working capital or to fund direct operations.
Compelling Investment • Ground level company, strategically positioned to experience exploit the white label ATM market • Experience Management • Low cost model for operations • Defined discipline • Stable daily recurring cash flow in a recession proof industry • Significant and real opportunities to grow • Acquisition opportunities in White Label ATM market • existing support infrastructure and competitive cost structure • Valuation multiples do not reflect growth potential