Summer 2016 One platform for a multi-screen world Confidential and intended solely for internal use. Do not redistribute. Frankly Inc. DISCLAIMER 2 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 3 COMPANY + TEAM COMPANY + TEAM WORLD-CLASS COMPANY PUBLICLY TRADED UNDER TICKER TLK ON THE TSX-V since JAN 2015. $20M+ IN ANNUAL REVENUES, QUARTERLY EBITDA BREAK-EVEN LEADER IN FAST GROWTH NEXT-GEN MEDIA TECH TECH PLATFORM FOR MEDIA COMPANIES TO OPERATE THEIR FAST GROWING DIGITAL BUSINESS 100 EMPLOYEES AND GROWING HQ IN SAN FRANCISCO, WITH MAJOR OFFICE IN NEW YORK BACKED BY WORLD-CLASS PARTNERS / INVESTORS INCUBATED AT STANFORD UNIV. STARTX, LEAD INVESTORS ARE MAJOR MEDIA & TELECOM Confidential and intended solely for internal use. Do not redistribute. Frankly Inc. 4 5 COMPANY + TEAM OUR MISSION One platform for a multi-screen world. With rapid growth in multiscreen digital media, we provide a comprehensive, multi-media platform for media companies to operate their digital business in an increasingly complex world. Our customers focus on creating the content, we take care of the rest. POWERED BY 6 COMPANY + TEAM COMPREHENSIVE MEDIA PLATFORM 200+ media customers and growing (ABC, NBC, CBS, FOX affiliates) 1 billion monthly impressions 80 million monthly unique visitors #16 in comScore Media Metrix Team of 100 professionals; over 50 dedicated engineers 16+ years of experience with the broadcasting industry Frankly acquired Worldnow in August 2015 POWERED BY 7 COMPANY + TEAM WORLD CLASS MANAGEMENT Steve Chung Chairman & CEO • CDNetworks (sold to KDDI), BlueRun Ventures (Nokia), Goldman Sachs • Harvard (BA), Stanford (MBA) Lou Schwartz COO & CFO Harrison Shih Chief Product Officer • WWE, Multicast Media (sold to Piksel) • Google, GREE, Fitstar (sold to Fitbit) • Penn State University, Mississippi College School of Law (JD) • Northwestern University John Wilk General Counsel • Phillips Nizer LLP • Rutgers University (JD) POWERED BY 8 COMPANY + TEAM 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 9 POSITIONING + FINANCIALS WORLD CLASS BACKERS • StartX: Stanford University’s accelerator fund for its top alumni entrepreneurs • Frankly was incubated in the Stanford University StartX program • One of America’s largest broadcasters which owns and/or provides services for 60 TV stations • Long-time WorldNow customer Invested US$1.3M (1.6% shareholder) Post-WorldNow Merger (21% shareholder) • Significant WorldNow shareholder, second only to Founder/CEO • 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 • Canada’s leading RTO specialist; $100M+ transactions • Led Concordia Healthcare and Element Financial Led US$5M & RTO (6.5% shareholder) • Sponsored the most ‘direct to TSX’ deals POWERED BY 10 MARKET + PRODUCTS 11 MARKET + PRODUCTS BIG ISSUES FOR TRADITIONAL MEDIA 1 Disruption by Mobile & Connected Devices 3 Traditional media companies have no info on their audience beyond age and gender. Netflix, Hulu, Comcast, SmartTV, HBO Go, all have direct relationship & know audience well Traditional media are unprepared for cord-cutting, mobile-first and connected devices as consumers flock to new devices 2 Declining Relevance & Low Engagement Millennials are consuming and sharing content through new platforms like Snapchat, BuzzFeed and other mobile messaging apps, not watching traditional media No Audience Understanding & Data 4 Fragmented & Complex Platforms Media companies have too many systems to manage their digital presence with fewer people from web, mobile, advertising, data analytics, social POWERED BY 12 MARKET + PRODUCTS THE BIG GROWTH OPPORTUNITY Frankly can capture hyper-growth market via transition from TV to mobile, worth $25B+ in US • 49% increase in time spent with digital media from 2013 to 2015 (comScore) • 3x in revenue from mobile Internet 2014 vs. 2017 (digi-capital); 10x from 2013 vs. 2019 (eMarketer) POWERED BY 13 MARKET + PRODUCTS OUR PRODUCTS What we do: CMS APPS Software-as-a-Service (Platform Fees) VIDEO DATA ADS Managed Advertising Services (Revenue Share) POWERED BY 14 MARKET + PRODUCTS FRANKLY PLATFORM SNAPSHOT USER EXPERIENCE PUBLISHER EXPERIENCE MAPPING DATA ANALYTICS ADS CHAT AUTH PUSH CACHE CONFIG VIDEO CONTENT FRANKLY MEDIA PLATFORM POWERED BY 15 MARKET + PRODUCTS OUR PRODUCTS & SOLUTIONS Multi-media Ingestion ONE CONSOLE Multi-point Publishing Desktop & Responsive Web Mobile Apps & Connected Devices Social & Engagement Data & Advertising POWERED BY 16 MARKET + PRODUCTS 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 17 MARKET + PRODUCTS OUR CUSTOMERS & ADVERTISERS OUR CUSTOMERS OUR ADVERTISERS POWERED BY 18 POSITIONING + FINANCIALS MASSIVE SCALE Aggregate Reach of Frankly’s Platform Customers Rank Top 100 in the United States Top Sites by Most Unique Visitors March 2016 – All Sites Top Sites by Most Unique Visitors March 2016 – News/Information Rank Site Rank Site 1 2 3 4 5 6 Google Sites Facebook Yahoo Sites Microsoft Sites Amazon Sites AOL, Inc. 1 2 3 4 5 6 Yahoo-ABC News Network CNN Network Weather Company, The HPMG News USA TODAY Network NBC News Digital ,,, ,,, ,,, ,,, 16 75 ``` ``` ``` ``` 76 78 82 84 89 93 Snapchat, Inc. Forbes Digital VEVO Business Insider Dow Jones & Company Ticketmaster 18 22 25 30 33 42 Time BBC Sites NPR MSN News USNews National Geographic Sites Source: comScore, Inc. Frankly will leverage this massive scale & distribution for diverse monetization strategies POWERED BY 19 FINANCIALS + GROWTH PLAN 20 POSITIONING + FINANCIALS FINANCIALS (All amounts in $USD) Financial Highlights Revenue Adj. EBITDA $M *$4.8 $5.2 $1.5 $0.0 ($1.0) ($3.0) Q3-15 Q4-15 (*Normalized Revenue) Q1-16 Q1 2016 baseline on revenue and EBITDA going-forward, with post-acquisition integration completed QoQ revenue growth of 8% from 4Q 2015 vs. 1Q 2016, despite 1Q seasonally low revenue Major improvements on expenses over past three quarters, with positive adjusted EBITDA for Q1 2016 POWERED BY 21 POSITIONING + FINANCIALS GROWTH CATALYSTS – 12 MONTHS MOBILE APPS & CONNECTED TV (APPLE TV, ROKU, FIRE TV) MANAGED ADVERTISING SERVICES & TARGETED LOCAL ADVERTISING FULLY INTEGRATED CMS + DATA TO CAPTURE MAJOR BROADCASTERS POWERED BY 22 POSITIONING + FINANCIALS FUTURE GROWTH STRATEGY FOCUS 2016 Focus on local broadcast market EXPAND 2017 UBIQUITY 2018 Expand into other media verticals International & Product Diversification Targeted Ad Network and Data Platform POWERED BY 23 POSITIONING + FINANCIALS INORGANIC OPPORTUNITIES While primarily focused on executing an organic plan, we will evaluate selective inorganic opportunities that accelerate our long-term growth and profitability in several key areas DATA – TARGETED DATA COLLECTION, ANALYSIS, INSIGHTS ADVERTISING – TARGETED / HYPERLOCAL ADVERTISING TECH / SOLUTIONS INDUSTRY EXPANSION – CUSTOMER VERTICAL ACQUISITION POWERED BY 24 POSITIONING + FINANCIALS COMPETITIVE LANDSCAPE Mkt Cap Mkt Cap / Rev Facebook $300B 15x Twitter $10B 4x Snapchat $16B 50x Neulion $300M 3x Salesforce.com $50B 7x FRANKLY $20M 1x News + Media Tech FULL SOLUTION TECH ONLY CONSUMER (B2C) BUSINESS (B2B) * - Estimate based on public info and internal assessment as of May 2016 POWERED BY 25 POSITIONING + FINANCIALS CAP TABLE Frankly Inc. April 2016 ending Summary Cap-table Shareholder SKP America, LLC Raycom Media Inc. Gannaway Entertainment, Inc. Other Institutions and Individuals 2014 Private Placement Shares from WB III Options from WB III Frankly employee stock options Option Reserve Private Placement Agent Options RSU Sum Grand Total Common 9,269,917 3,647,312 8,596,700 737,715 22,251,644 % of Common 42% 0% 0% 16% 39% 3% 0% 0% 0% 0% 0% 100% Restricted Voting 6,751,132 3,021,072 69,483 9,841,687 % of Common & Restricted 29% 21% 9% 12% 27% 2% 0% 0% 0% 0% 0% 100% 38,324,238 Employee Options Agent Options - 24,590 4,549,205 780,950 5,354,745 RSUs - 515,802 - 360,360 515,802 360,360 POWERED BY Fully Diluted %* 24% 18% 8% 10% 22% 2% 0% 12% 2% 1% 1% 100% 26 THANK YOU STEVE CHUNG FOUNDER & CEO [email protected] POWERED BY
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