INVESTOR PRESENTATION Focus on Organic Growth February 7, 2017
DISCLAIMER
Forward-looking statement This document contains certain forward-looking statements with respect to the Company. These forwardlooking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by these forward-looking statements. We consider the assumptions on which these forward-looking statements are based to be reasonable, but caution the reader that these assumptions regarding future events, many of which are beyond our control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect us. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation. All amounts are in Canadian dollars. These assumptions include, without limitation: + No significant change in the current value of CAD$ vs. US$ + No significant increase or decrease in revenues and operating expenses + Stable market conditions INVESTOR PRESENTATION 3
COMPANY OVERVIEW + Founded in 1996, public since 2000, MDF.TO + Workforce of 450 employees + Connecting buyers & sellers through several platforms + FY2016 Revenue $73.0M, adj. EBITDA $28.6M, 39% + Market capitalization $268M* + Dividend $0.10/quarter *as at February 7, 2017 INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 4
LONG TERM VALUE CREATION METRICS 47,1 53,8 Revenue 60,7 65,4 70,2 73,0 15,1 Adjusted EBITDA 27,5 28,6 25,2 24,3 17,4 FY11 FY12 FY13 FY14 FY15 FY16 FY11 FY12 FY13 FY14 FY15 FY16 Cash flow from Operations Earnings per share 10,3 12,3 18,0 22,2 24,1 22,3 0,58 0,69 0,97 0,80 1,00 1,05 FY11 FY12 FY13 FY14 FY15 FY16 FY11 FY12 FY13 FY14 FY15 FY16 (in millions of CA$, except per share amounts CAGR: compound annual growth rate) INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 5
OUR MISSION Provide innovative and efficient E-commerce solutions
OUR BUSINESSES (E-PURCHASING) (SUPPLY CHAIN) (JOB BOARD) (AUTOMOTIVE AFTERMARKET) (DIAMONDS & JEWELRY) (E-PURCHASING) (CLASSIFIED ADS) (WINE & SPIRITS) (CONTRACT MANAGEMENT) (ONLINE DATING) (ELECTRONIC COMPONENTS) STRONGEST GROWTH POTENTIAL INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 7
FY2017 FOCUS ON ORGANIC GROWTH
FY2017 FOCUS ON ORGANIC GROWTH Invest in highest growth potential platforms + E-Purchasing and contract management + Supply Chain + Consumers INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 9
E-PURCHASING OFFERING E-purchasing Market: Double digit growth market* Merx (Canada): 2,000 buyers 70,000 suppliers BidNet (USA): 1,100 agencies 57,000 suppliers Recurring revenues: ~55% *(Forrester Research, see appendix) INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 10
E-PURCHASING GROWTH STRATEGY A Focus on on-boarding buying organization & suppliers + Grow existing customers potential + Increase sales & marketing activities B Access to new productivity tools + Vendor qualification + Bid evaluation + Contract management + Business intelligence tools INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 11
CONTRACT LIFECYCLE MANAGEMENT Essential piece for MERX & BidNet for product evolution DOCUMENT DEVELOPMENT RFP BIDS EVALUATION AWARD CONTRACT MANAGEMENT PERFORMANCE MANAGEMENT VENDOR QUALIFICATION INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 12
ASC ACQUISITION + In line with our growth strategy + Operate in fast growing market* + Generate ~70% of recurring revenues (50% in USD) + Provide cross selling, integration opportunities + Asset purchase May 31, 2016, $17.1M *(CAGR 2010-2015 of 15% according to Forrester Research) INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 13
SUPPLY CHAIN OFFERING Apparel & General Merchandise Unique Combined Offering Private Catalogue EDI Network Tier-1 VAN Automotive 90%+ Recurring revenues (75% US$) 3,000+ Retailers & suppliers Healthcare INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 14
SUPPLY CHAIN GROWTH STRATEGY 1 Increase focus on product data synchronization + More accurate, more secure real time data to buyers + More automation between retailers/suppliers 2 Cross sell between our EDI Network & Catalogue + Upsell new services 3 Promote our offering to SMBs + Increased demand for supply chain solutions INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 15
CONSUMER GROUP OFFERING PRESENT IN KEY LIFE EVENTS & MOMENTS + LesPAC: Buy & sell + Jobboom: Find a job & manage your career + Réseau Contact: Find love & build relationships INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 16
CONSUMER GROUP GROWTH STRATEGY 1 Broaden our service offerings as it relates to audiences needs: + LesPAC: Provide best in class shopping experience + Jobboom: Broaden footprint within the talent acquisition process + Réseau Contact: Introducing matching features to online personals 2 Revenue diversification 3 Increase marketing & promotion INVESTOR PRESENTATION FOCUS ON ORGANIC GROWTH 17
PROCÈS-VERBAL FINANCIAL DE LA RÉUNION HIGHLIGHTS Third quarter ended December 31, 2016 DU 2 JUIN 2016
Q3 FY2017 HIGHLIGHTS + Revenues of $19.3M +4% ASC revenues $1.4M* + Adjusted EBITDA of $7.1M 37% margin + Profit of $4.0M $0.27 per share + Cash flow from operations of $5.1M * Net of the acquired deferred revenue adjustment to their fair value at the acquisition date: FY2017 Q2: ($0.3M), FY2017 Q3: ($0.2M), FY2017 Q4: nil INVESTOR PRESENTATION THIRD QUARTER ENDED DECEMBER 31, 2016 19
QUARTERLY RESULTS 18,5 18,8 19,0 19,5 19,3 43% 35% 37% 42% 37% 8,0 4,9 6,6 7,0 2,5 3,7 8,1 4,5 7,1 4,0 Q3-FY16 Q4-FY16 Q1-FY17 Q2-FY17 Q3-FY17 Revenues Adjusted EBITDA Profit Adjusted EBITDA margin (in millions of CA$) INVESTOR PRESENTATION THIRD QUARTER ENDED DECEMBER 31, 2016 20
FINANCIAL POSITION + Healthy balance sheet + Strong adjusted EBITDA margin + High cash flow from operations + Net debt / adjusted EBITDA @ 0.8X* + Liquidity of $57M + accordion feature of $40M* *Adjusted EBITDA of last 12 months, net debt as at December 31, 2016 *Accordion feature subject to lenders approval INVESTOR PRESENTATION THIRD QUARTER ENDED DECEMBER 31, 2016 21
M&A GUIDELINES + North American location + Ethical and diversified business sectors + Strong business models High profitability Recurring Transactional revenues Sustainable competitive advantage + Web technology + Acquisition target Companies between $5M - $25M in annual revenues Aligned to take advantage of our resources (Technical, Financial, HR) INVESTOR PRESENTATION THIRD QUARTER ENDED DECEMBER 31, 2016 22
OWNERSHIP + 15 million shares outstanding* NCIB in place for an additional 250,000 shares + Alignment of interests Directors & Officers owns 27.7% of all shares Claude Roy, president & CEO, currently holding 23.6% + Team focused on creating value + Disciplined & prudent approach *January 3, 2017 INVESTOR PRESENTATION THIRD QUARTER ENDED DECEMBER 31, 2016 23
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
BOARD OF DIRECTORS Claude Roy Chairman and CEO Michel Dubé Consultant André Gauthier President André Gauthier Holding Inc. Gilles Laporte Director of Corporations MANAGEMENT TEAM Claude Roy President and Chief Executive Officer Paul Bourque Chief Financial Officer Hélène Hallak Vice President and General Counsel Mark Eigenbauer Vice President, US Operations Gilles Laurin Chartered Accountant and Director of Corporations Catherine Roy President Gestion Catsachar Inc. Jean-François Sabourin President and CEO FinlogiK Inc. & JitneyTrade Inc. Suzanne Moquin Vice President, Consumers Solutions Jean-Michel Stam Vice President, Canadian Operations Stéphane Anglaret Vice President, Technology Camil Rousseau Vice President, Research & Development INVESTOR PRESENTATION 25
APPENDIX
FORRESTER RESEARCH * INVESTOR PRESENTATION 27
MEDIAGRIF INTERACTIVE TECHNOLOGIES INC. 1111 St-Charles Street West, Suite 255 Longueuil, Québec Canada J4K 5G4 www.mediagrif.com Toll Free: 877 677-9088 Phone: 450 449-0102 Fax: 450 449-8725