DISCLAIMER. Forward-Looking Information

MARCH2016 DISCLAIMER 2 This presentation (“Presentation”) is not, and nothing in it should be construed as, an offer, invitation or recommendation...
Author: Roger Ross
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MARCH2016

DISCLAIMER

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This presentation (“Presentation”) is not, and nothing in it should be construed as, an offer, invitation or recommendation in respect of the securities of Frankly Inc. (the “Company”), or an offer, invitation or recommendation to sell, or a solicitation of an offer to buy, any of the Company’s securities in any jurisdiction. Neither this Presentation nor anything in it shall form the basis of any contract or commitment. This Presentation is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any investor. All potential investors should seek independent information and advice from qualified investment professionals. The Company has prepared this Presentation based on information available to it, including information derived from public sources that have not been independently verified. No representation or warranty, express or implied, is provided in relation to the accuracy, correctness, completeness or reliability of the information, opinions or conclusions expressed herein. No information contained in this Presentation or any other written or oral communication in connection with it is, or shall be relied upon as, a promise or representation and no representation or warranty is made as to the accuracy or attainability of any estimates, forecasts or projections set out in this Presentation. Forward-Looking Information This release includes forward-looking statements, including: the expected completion date of the proposed transaction; the integration of Gannaway Web Holdings, LLC d/b/a Worldnow (“Worldnow”) into Frankly’s business; the business plan and strategies of Worldnow and Frankly; the combined company's financial position and growth prospects; management of the combined company; the anticipated tax treatment of the proposed combination for Worldnow’s shareholders; and Frankly’s and Worldnow’s anticipated future results. Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may" and "should" and similar expressions. Forward-looking statements reflect current estimates, beliefs and assumptions, which are based on Frankly's and Worldnow's perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Frankly's and Worldnow's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Frankly and Worldnow can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Material risk factors and uncertainties that could cause actual results to differ materially from the forward-looking information and material assumptions that were used to develop the forward-looking information include, but are not limited to: the forecasted demand for mobile messaging technologies and ephemeral messaging technologies; the forecasted demand for interest-based and discovery portal chat products; public confidence in the security related to ephemeral messaging technologies; the Company’s success in obtaining patents for each of its “unsend message,” “direct manipulation of object size in user interface” and “preview reticule to manipulate coloration in a user interface” technologies; the Company’s success in expanding the global chat network; the ability of the Company to monetize the chat network; the Company’s success in building differentiated applications and software development kit products; the ability of the Company to foster, expand and maintain a software development kit partner base; the ability of the Company to achieve rapid incremental user growth through a variety of software development kit partners in different industries; the Company’s success in implementing its “Supergroup” chat technology; the Company’s success in implementing brand and event sponsorship; the Company’s success in introducing digital and virtual goods, including gift cards and coupons; the Company’s success in introducing content, such as mobile games, music and video; the Company’s success in attaining and maintaining high levels of retention and frequency of use amongst the network user base; the Company’s ability to release products and updates in a timely manner; the Company’s ability to retain key members of its management and development teams; and the Company’s ability to access the capital markets. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results could differ materially from the expectations expressed in these forward-looking statements. Numerous risks and uncertainties could cause the combined company's actual results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: failure to realize anticipated results; failure to realize benefits from the combined company's IT systems, including the combined company's IT systems implementation, or unanticipated results from these initiatives; the inability of the combined company's IT infrastructure to support the requirements of the combined company's business; heightened competition; and changes in economic conditions; damage to the reputation of brands promoted by the combined company; changes in the combined company's income, commodity, other tax and regulatory liabilities including changes in tax laws. There can be no assurance that the proposed combination will occur or that the anticipated strategic benefits and operational, competitive and cost synergies will be realized. The proposed combination is subject approval by the TSX Venture Exchange and, potentially, shareholders of Frankly, and the fulfillment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. This Presentation is directed only at, and may only be communicated to, (i) persons that are outside of the United States within the meaning of Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or (ii) inside the United States to persons that are either “qualified institutional buyers” within the meaning of Rule 144A under the US Securities Act or “accredited investors” as defined in Regulation D under the US Securities Act. The distribution of this Presentation may be restricted by law in certain jurisdictions. Recipients, and any other persons who come into possession of this Presentation must inform themselves about, and observe any such restrictions. All $ = U.S. dollars

FRANKLY AT A GLANCE

WORLD-CLASS COMPANY PUBLICLY TRADED UNDER TICKER TLK ON THE TSX-V since JAN 2015. OVER $20M IN ANNUAL REVENUES LEADER IN NEXT-GEN MEDIA TECHNOLOGY ONE-STOP PLATFORM FOR MEDIA COMPANIES & GLOBAL BRANDS TO PUBLISH DIGITAL CONTENT, INCREASE ENGAGEMENT AND DRIVE MONETIZATION 100+ EMPLOYEES AND GROWING HQ IN SAN FRANCISCO, WITH MAJOR OFFICE IN NEW YORK. BACKED BY WORLD-CLASS INVESTORS STANFORD UNIVERSITY, SK PLANET, RAYCOM MEDIA, JJR PRIVATE CAPITAL Confidential and intended solely for internal use. Do not redistribute. Frankly Inc.

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MARKET LEADER

FRANKLY STATS SNAPSHOT REVENUES

CUSTOMERS

$20M 200 PLUS ANNUAL REVENUES

PLUS TV STATIONS

REACH

ADVERTISING

80M 6B+ PLUS MONTHLY UNIQUE VISITORS

AD IMPRESSIONS SERVED PER YEAR

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FAST EMERGING STORY

PRESS ATTENTION

Confidential and intended solely for internal use. Do not redistribute. Frankly Inc.

For more press please visit: http://www.franklyinc.com/press

POWERED BY

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WORLD CLASS MANAGEMENT

TOP TIER TEAM

Steve Chung Chairman & CEO

Lou Schwartz COO

• We Heart It, BlueRun Ventures, CDNetworks, Goldman Sachs

• World Wrestling Entertainment (WWE), Piksel Inc., Multicast

• Harvard (BA), Stanford (MBA)

• Penn State University, Mississippi College School of Law (JD)

Harrison Shih Chief Product Officer • Google, GREE, Fitstar • Northwestern University

Jungsoo Park Interim CFO • LG Electronics, Booz Allen, Naver

John Wilk General Counsel • Phillips Nizer LLP • Rutgers University (JD)

• Northwestern Univ. (MBA), Seoul National Univ. (BA)

POWERED BY

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STRATEGIC INVESTORS

WORLD CLASS BACKERS • Mobile Commerce & VAS arm of SK Group (Global Fortune #64 in 2014 ) and wholly owned by SK Telecom (#1 wireless carrier in Korea) • Korea’s leading mobile, web and platform company

Invested over US$14M (29% shareholder)

• $1.3B Revenues and 4K+ employees

• StartX: Stanford University’s accelerator fund for its top alumni entrepreneurs • Frankly is one of its investments in the consumer IT space

• Canada’s leading RTO specialist; $100M+ transactions • Led Concordia Healthcare and Element Financial

Invested US$1.3M (1.6% shareholder)

Led US$5M & RTO (6.5% shareholder)

• Sponsored the most ‘direct to TSX’ deals

• One of America’s largest broadcasters which owns and/or provides services for 53 TV stations in 37 markets in 18 states • Long-time WorldNow customer

Post-WorldNow Merger (21% shareholder)

• Significant WorldNow shareholder, second only to Founder/CEO POWERED BY

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CURRENT PROBLEM

BIG ISSUES FOR LOCAL MEDIA 1

Disruption by Mobile & Connected Devices

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Local TV broadcasters have no info on their audience beyond age and gender. Netflix, Hulu, Comcast, SmartTV, HBO Go, all have direct relationship & know audience well

Local TV stations are unprepared for cord-cutting, mobile-first and connected devices as consumers flock to new devices

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Declining Relevance & Low Engagement

Millennials are consuming and sharing content through new platforms like Snapchat, BuzzFeed and other mobile messaging apps, not watching local TV

No Audience Understanding & Data

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Fragmented & Complex Platforms TV stations have too many systems to manage their digital presence with fewer people from web, mobile, advertising, data analytics, social

POWERED BY

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UNIQUE ONE-STOP SHOP

OUR PRODUCTS & SOLUTIONS Desktop & Mobile Web

Mobile Apps & Connected Devices

Chat & Engagement

Data & Advertising

POWERED BY

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EXPANSIVE OFFERING

OUR PRODUCTS & SOLUTIONS WHITE-LABELED TECH PLATFORM (SaaS) Best-in-class MOBILE APP, DESKTOP WEB, CONNECTED DEVICE plaform for media Over-the-top (OTT), multiscreen technology for digital VIDEO

Real-time and scalable MOBILE CHAT solution

DATA & MARKETING SOLUTIONS (SaaS & SERVICES) DATA ANALYTICS and local media audience insight CONTENT syndication, pooling and cross promotion

Digital marketing & USER ACQUISITION

MONETIZATION & ADVERTISING (REVENUE SHARE) Industry leading national-local destop & mobile ADVERTISING solution (premium & programmatic) IAP (In App Purchase) and DIGITAL CONTENT monetization module

Location-based HYPERLOCAL advertising network for mobile apps POWERED BY

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BLUE CHIP PARTNERS

OUR CUSTOMERS & ADVERTISERS OUR CUSTOMERS

OUR ADVERTISERS

POWERED BY

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AMONG AMERICA’S BIGGEST INTERNET NETWORKS

MASSIVE SCALE Aggregate Reach of Frankly’s Platform Customers Rank Top 100 in the United States Top Sites by Most Unique Visitors - May 2015 All Sites

Top Sites by Most Unique Visitors - April 2015 News/Information

Rank

Site

Rank

Site

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Google Sites

1

Yahoo - ABC News Network

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Facebook

2

HPMG News

3

Yahoo Sites

3

Gannett Sites

4

Amazon Sites

4

CNN Network

5

Microsoft Sites

5

The Weather Company

6

AOL, Inc. . . .

6

NBC News Digital . . .

47

13 . . .

Source: comScore, Inc.

Frankly will leverage this massive scale & distribution for diverse monetization strategies

. . .

55

Dropbox Sites

19

Time

72

Spotify

23

BBC

84

Expedia Inc

32

NYPost Network

87

NFL Sites

39

National Geographic Sites POWERED BY

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BIG MARKET

THE OPPORTUNITY Frankly has opportunity to capture upside from transition from TV to mobile, worth $25B+ in US

NOTE: US has 700+ news producing TV stations (Frankly has nearly 25% market share now) POWERED BY

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STRATEGIC GROWTH PLAN

FUTURE GROWTH STRATEGY FOCUS 2016

EXPAND 2017

Focus on local news market w/mobile apps

Scale to global news & adjacent verticals (e.g. Sports, Media)

UBIQUITY 2018 Reach every content & media sector

Local Ad Network and Data Platform (250 million+ users by 2018) POWERED BY

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OUR MARKET POSITION

COMPETITIVE LANDSCAPE Mkt Cap

Mkt Cap / MAU*

Facebook

$280B

$280

Twitter

$20B

$67

Snapchat

$16B

$70

Slack (private)

$3B

$3000

Lakana (division)

$100M

$1.25

Layer (private)

$60M

Na

FRANKLY

$25M

$0.25

News + Conversation FULL SOLUTION

TECH ONLY CONSUMER (B2C)

BUSINESS (B2B)

* - Estimate based on public info and internal assessment as of Oct. 2015 POWERED BY

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Thank you!

STEVE CHUNG FOUNDER & CEO [email protected]