INVESTOR PRESENTATION Focus on Organic Growth August 2016
This document contains certain forward-looking statements with respect to the Company. These forward-looking 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 DISCLAIMER 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
COMPANY OVERVIEW + Founded in 1996, public since 2000, MDF.TO + Workforce of 445 employees + Connecting buyers & sellers through several platforms + FY2016 Revenue $73.0M, adj. EBITDA $28.6M, 39% + Market capitalization $265M* + Dividend $0.10 / quarter * (as at July 29, 2016) INVESTOR PRESENTATION | AUGUST 2016 3
OUR MISSION Provide innovative and efficient E-commerce solutions
OUR BUSINESSES VERTICAL E-COMMERCE CONSUMERS E-PURCHASING SUPPLY CHAIN SOLUTIONS Carrus (AUTOMOTIVE AFTERMARKET) Polygon * (JOB BOARD) (DIAMONDS & JEWELRY) Global Wine & Spirits (WINE & SPIRITS) The Broker Forum * (CLASSIFIED ADS) (ELECTRONIC COMPONENTS) Power Source OnLine * (COMPUTER, TELECOM) Market Velocity * (ONLINE DATING) (COMPUTER, IT & TELECOM) STRONGEST GROWTH POTENTIAL *90% $U.S. Revenues INVESTOR PRESENTATION | AUGUST 2016 5
LONG TERM VALUE CREATION METRICS Revenue Adjusted EBITDA 73,0 70,2 65,4 28,6 27,5 60,7 25,2 24,3 53,8 47,1 17,4 15,1 FY11 FY12 FY13 FY14 FY15 FY16 FY11 FY12 FY13 FY14 FY15 FY16 Cash flow from Operations Earnings per share 1,05 1,00 24,1 0,97 22,2 22,3 0,80 18,0 0,69 0,58 12,3 10,3 FY11 FY12 FY13 FY14 FY15 FY16 FY11 FY12 FY13 FY14 FY15 FY16 (in millions of CA$, except per share amounts) INVESTOR PRESENTATION | AUGUST 2016 6
FY2017 | FOCUS ON ORGANIC GROWTH
FY2017 | FOCUS ON ORGANIC GROWTH Invest in highest growth potential platforms + E-Purchasing + Supply Chain + Consumers INVESTOR PRESENTATION | AUGUST 2016 8
E-PURCHASING OFFERING E-purchasing Market: Double digit growth market* Merx (Canada) : 2,000 buyers, 70,000 suppliers BidNet (USA) : 1,100 agencies, 45,000 suppliers FY2016: 10%+ Organic growth 55% Recurring revenues *(Forrester Research) INVESTOR PRESENTATION | AUGUST 2016 9
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 | AUGUST 2016 10
CONTRACT LIFECYCLE MANAGEMENT Essential piece for MERX & BidNet for product evolution DOCUMENT DEVELOPMENT CONTRACT PERFORMANCE RFP BIDS EVALUATION AWARD MANAGEMENT MANAGEMENT VENDOR QUALIFICATION INVESTOR PRESENTATION | AUGUST 2016 11
ASC ACQUISITION + In line with our growth strategy + ASC assets purchase, $18.5M, May 31 st 2016 + Operate in fast growing market (15% CAGR – last 5 years*) – CLM from: Nice to have to need to have + Generate ≈ 70% of recurring revenues (50% in USD) + Provide cross selling, integration opportunities *(Forrester Research) INVESTOR PRESENTATION | AUGUST 2016 12
CONTRACT LIFECYCLE MANAGEMENT OPPORTUNITY * *(Forrester Research) INVESTOR PRESENTATION | AUGUST 2016 13
SUPPLY CHAIN OFFERING Apparel & General Merchandise Unique Combined Offering Private Catalogue Automotive EDI Network Tier-1 VAN FY2016: 11% Organic growth Healthcare 90%+ Recurring revenues (75%+ in USD) 3,000+ Retailers & suppliers INVESTOR PRESENTATION | AUGUST 2016 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 | AUGUST 2016 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 | AUGUST 2016 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 | AUGUST 2016 17
PROCÈS-VERBAL FY2017 | FINANCIAL HIGHLIGHTS DE LA RÉUNION DU 2 JUIN 2016
Q1 FY2017 HIGHLIGHTS + ASC acquisition completed - May 31 st + Revenue of $19.0M | +7% + Adjusted EBITDA of $7.0M* | 37% margin + Profit of $3.7M | $0.25 per share + Cash flow from operations of $4.5M * Includes $0.1M of non recurring costs INVESTOR PRESENTATION | AUGUST 2016 19
QUARTERLY RESULTS 19,0 18,8 18,5 18,0 17,7 43% 42% 37% 37% 35% 8,0 7,5 7,0 6,6 6,5 5,1 4,9 3,5 3,4 2,5 FY16-Q1 FY16-Q2 FY16-Q3 FY16-Q4 FY17-Q1 Revenues Adjusted EBITDA Profit Adjusted EBITDA margin (in millions of CA$) INVESTOR PRESENTATION | AUGUST 2016 20
FINANCIAL POSITION + Healthy balance sheet / financial ratios + Strong adjusted EBITDA margin & cash flow from operations + Net debt / adjusted EBITDA @ 1,06 time* + Liquidity of $49M + accordion feature of $40M* * At the end of June, 2016 + accordion feature subject to lenders approval INVESTOR PRESENTATION | AUGUST 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 | AUGUST 2016 22
OWNERSHIP STRUCTURE Shares % of Total Claude Roy 3,462,090 23.1% Directors and officers 766,213 5.1% Employees 193,390 1.3% SUBTOTAL 4,416,874 29.5% Institutional investors/Public 10,577,286 70.5% TOTAL OUTSTANDING AS AT JULY 1 ST 2016 14,998,979 100.0% Repurchased 818,000 shares in last two years (5.2% of share capital). Directors and officers own 28.2%. No stock option plan in place. INVESTOR PRESENTATION | AUGUST 2016 23
MANAGEMENT TEAM Claude Roy President and Chief Executive Officer Richard Lampron Chief Operating Officer Paul Bourque Chief Financial Officer Hélène Hallak Vice President and General Counsel Mark Eigenbauer Vice President, US Operations Suzanne Moquin Vice President, Consumers Solutions Jean-Michel Stam Vice President, e-Business networks Stéphane Anglaret Vice President, Technology Camil Rousseau Vice President, Research & Development INVESTOR PRESENTATION | AUGUST 2016 24
BOARD OF DIRECTORS Claude Roy Chairman and CEO André Courtemanche President and CEO, VIAVAR Capital Michel Dubé Consultant André Gauthier President, André Gauthier Holding Inc. Gilles Laurin Chartered Accountant and Director of Corporations Gilles Laporte Director of Corporations Catherine Roy Executive Search, senior consultant, Décarie Recherche Jean-François Sabourin President and CEO, FinlogiK Inc. & JitneyTrade Inc. INVESTOR PRESENTATION | AUGUST 2016 25
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