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RESEARCH NOTE – PATERSONS SECURITIES LIMITED 2

All information and advice is confidential and for the private information of the person to whom it is provided and is provided without any responsibility or liability on any account whatsoever on the part of this firm or any member or employee thereof.

COMPANY OVERVIEW

Tech Mpire Limited (TMP) is a digital performance based marketing company, with offices in Toronto, Canada and Perth, Australia. The marketing platform of TMP acts as an intermediary between its advertising clients and its growing network of approved affiliates, which develop and deploy targeted online marketing campaigns to potential customers. TMP also provides strategic management of advertising campaigns and selective sourcing of affiliates to develop comprehensive customer acquisition solutions for advertiser clients.

As at end August 2015, TMP had 1079 registered affiliates, of which 210 were regarded as active or involved in a marketing campaign in the month, and 124 total advertiser clients, of which 101 were retained, which shows an impressive rate of retention. The growth in affiliates and advertisers, and importantly the retention of advertisers, has seen sales revenue grow remarkably from $55k in July 2014 to a peak of $2.9m for the month of June 2015.

The performance based marketing model is theoretically a true win-win experience for all involved parties, with TMP only earning a commission on tangible outcomes or results such as a product sale, download or customer conversion; and advertisers and affiliates only being billed and paid accordingly when the actual measurable goal has being achieved. This reduces the marketing spend risk for both the advertisers and TMP.

Figure 1: TMP Advertisers and Affiliates Model Figure 2: TMP Revenue Cycle

Source: Tech Mpire Limited

The technology underpinning the TMP model is the internally developed proprietary cloud based software platform, nxus®, which provides real time attribution tracking analytics and reporting data. The nxus software has proven to be an effective tool for managing the life-cycle of TMP affiliate network and sales process, with approximately 2 billion clicks delivered in over 200 countries. The software has also allowed TMP to run at low overheads by effectively replacing the need for multiple external tech solutions and lowering the need for rudimentary staff and administration. TMP is also positioning nxus commercially as an enterprise Software as a Service (SaaS) product to be offered to stakeholders in the online advertising industry. This provides an additional significant growth opportunity for TMP which should complement its existing revenue generating business and pivot TMP from a technology based marketing company to a digital technology company.

Figure 3: NXUS Interface





PERFORMANCE BASED ADVERTISING MARKET OPPORTUNITY

A subset of performance-based marketing is affiliate marketing, which pays Internet publishers (affiliates) to promote a particular product or service, paying a commission for each lead or sale generated by the affiliate website.

Performance based marketing is a natural evolution from the Cost-per-Thousand views (CPM) and Cost-per-Click (CPC) models used digitally. Performance based marketing utilises a Cost-per-Action (CPA) model which is theoretically a true win-win experience for all involved parties, with the marketer only earning a commission on tangible outcomes or results such as a product sale, download or customer conversion; and advertisers and affiliates only being billed and paid accordingly when the actual measurable goal had being achieved. This reduces the marketing spend risk for both the advertisers and marketer. The advertiser would thus receive a greater return on investment (ROI) from the CPA model.

PwC has stated that internet marketing is expected to generate US$150bn globally in 2015 and likely surpass traditional TV adverting revenue in 2018. Performance marketing is accounting for a larger portion of the online marketing revenue with c66% of online marketing being based on the CPC and CPA model. We also note that the CPA is the fastest growing segment in the market largely due to the growth in native adverting and the trend toward mobile adverting.

Figure 4: Cost-Per-Action Benefits


The amount of advertising dollars spent on digital and mobile adverting has increased substantially due to the increase in smartphone and internet penetration globally. As shown in Figure 5 below, mobile ad spend has increased from US$2.34bn in 2010 to cUS$35.55bn in 2015 (a 1400% increase) and is expected to continue growing with estimates hinting at more than US$60bn being spent on mobile advertising.




Figure 5: Forecast Mobile Advertising Spend

Source: www.statista.com

As shown in Figure 6 below, more of the consumers’ time is being spent online and on mobile with a steep decrease in TV and Print time spent. However adverting spend for mobile is still largely dragging behind the time spent with only 8% of all ad spend in the US being on mobile despite 24% consumers time being spent on their mobiles. We expect a steep increase in spend on mobile advertising, which is a particularly strong point in the CPA model in which TPM focus.

Figure 6: US Ad Spend Share Vs Consumer Time Spent Share

Source: BI Intelligence

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AFFILIATES

TMP’s affiliates range from other digital media companies to individuals with an online presence and marketable customer base, such as a website, blog or social media following. The affiliates are vetted and assessed upon sign-up to the TMP network, with stringent requirements needing to be met before a marketing campaign is issued to ensure the likelihood of goals being met and to lessen the associated risk for the advertising brand.

An example of an affiliate would be a blogger who specialises in cameras and photography equipment, who reviews products on his blog, website and social media platforms. The blogger would preferably have a niche, but sizable, user base in targeted geographies. This sort of affiliate would be optimal for a targeted campaign by advertisers in the space given the increased likelihood of advertising conversion and return on investment. The affiliate, for example, may run native advertising articles highlighting the product or simply have a banner advert on the blog/website.

Figure 7: Registered Affiliates


In August 2015, TMP had 1079 registered affiliates, of which 210 were classified as active or having participated in a campaign in the month. This is strong growth from the 247 registered affiliates (55 active) 1 year prior in July 2014. The growth of the affiliate network in crucial to the growth of TMP, as the increased diversity of the affiliates target audience allow TMP to attracted more advertisers and increases the strength of the TMP value proposition.

The affiliates are paid, normally within 7 days of an actionable result, at a fixed price per conversion, which is known on acceptance of the marketing campaign. Dependant on the agreement between TMP, affiliates and advertisers; the affiliate will be paid 70 to 90% of the per action fee paid by the advertiser. TMP, as the intermediary, earns the remainder of the per action fee paid. TMP is currently aiming for a 25% cut of the fee which is achievable at scale; given the ability to receive bonuses from the advertiser for actionable milestone and overachievement.




ADVERTISERS

TMP is focused on online performance based marketing which provides a potentially higher ROI for advertisers due to its lower capital outlay. This is an intriguing proposition for advertisers allowing them to set tangible outcomes or results such as a product sale, download or customer conversion. Advertisers may spend a small portion of their budget on performance marketing and TMP’s platform initially, however if the results are positive then subsequent campaigns generally attract a larger percentage of the advertisers budget and potentially larger margins for TMP.

TMP has seen rapid growth in advertisers using its services, with 124 advertisers recorded in August 2015 growing from only 25 advertisers in July 2014. The real positive is in the retention of advertisers which highlights the quality of the platform. As stated, returning advertisers tend to spend a greater portion of their advertising budget and thus drive increased revenue for TMP. We expect TMP to focus on attracting new advertisers and to continuously grow the advertising network strongly.

Figure 8: New and Retained Advertisers


Advertising clients, include large international names such as Samsung and Facebook which highlights the quality of the platform further. We note that the move from traditional to online and native marketing may see an increase in the household names advertising on TMP’s platform further proving up its performance marketing business model.

REVENUE

TMP has increased revenue substantially since shifting its focus to performance marketing. TMP recorded peak monthly revenue in June 2015 of $2.9m and has more recently announced monthly revenue of $2.7m in September 2015. This is strong revenue growth from one year prior, when TMP recorded $150k in August 2014. Notably the Company has made a net profit each month since June 2015.

We note that due to a majority of the revenue currently being generated in North America, TMP is subject to seasonality of the advertisers revenue spend and would likely see spikes in revenue spend over the December and June holiday period.

Due to the payment schedule, where TMP pays its affiliates 7 days from any tangible outcome or sale and only receives payment from the advertiser after 30 days of the event, TMP has a Working Capital drag which has historically hindered growth. However, the listing and injection of capital has allowed TMP to increase its adverting pipeline by providing capital as a buffer for the working capital. This, in essence, allows TMP to grow revenue at a healthy pace. TMP may also look as a short term working capital debt facility to fund the gap in receivables and payables.




Figure 9: Historical Monthly Revenue


TMP has historically reported its revenue and advertiser figures monthly. However, the Company has decided to move to a quarterly reporting schedule to line up with the reporting requirements under the ASX Listing Rules. We have forecast 15% growth in the December quarter 2015, decreasing to 5% growth by December quarter 2017. Figure 10 below highlights our revenue forecasts.

Figure 10: TMP Revenue forecast

Source: Patersons Securities Limited

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VALUATION

Using the discounted cash flow method at a 13.1% WACC and terminal growth rate of 3.0%, we value TMP at $80.4m or $0.92/sh, which is a 35.9% premium to the current share price. We have also illustrated our forecast EBITDA multiples, using 15.0x EBITDA as the industry standard, which suggest strong valuation upside in FY17 ($1.24/sh) and beyond.

Figure 11: TMP Valuation

Valuation $m $/sh

Present value of free cash flows

71.6 0.82

Unpaid Capital 4.9 0.06

Net cash/(debt) 4.0 0.05

DCF valuation 80.4 0.92

WACC 13.1%

Terminal growth 3.0%

2016F 2017F

EBITDA ($m) 3.5 6.7

EBITDA multiple 15.0x 15.0x

Net Debt (Cash) ($m) (4.4) (8.5)

Implied Valuation ($m) 57.1 108.3

Capitalised earnings per share

$0.66 $1.24


Our valuation is based on the growth in the affiliates and adverting network, in addition to the injection of capital that fund the increased working capital needed and geographic expansion smoothing the seasonality of revenue. This would allow TMP to increase revenue from advertising substantially as show in Figure 12 below. Our valuation does not account for the potential of TMP to leverage its nxus® platform as a Software as a Service (SaaS) platform, although we do acknowledge the blue sky potential of the software.

Figure 12: Revenue Growth


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RISKS/CATALYSTS

Risks

Technology: TMP may be adversely affected by rapid macro changes in technology that renders its platform obsolete. TMP is also exposed to issues specific to its platform, such as security and downtime issues. However, we feel the technological risk is manageable, as TMP seems to have a capable team to support its platform and should be able to adjust to changes, given the technology was built in-house for a specific purpose.

Competition: Competition from an increased presence by other performance marketing companies could negatively affect TMP’s share of its currently targeted markets. However we feel that TMP’s early advantage and platform specifically customised for the market, has gone some way to address this concern.

Marketing Activity: Given the evolution in online marketing and the shift from traditional marketing to mobile and native marketing, TMP may be subject to a continuously and quickly changing competitive environment and would need to adjust pre-emptively. We feel that the focus on performance marketing, which is a fast growing segment of digital marketing, should provide TMP a competitive edge in the near term.

Cost Increase and Margin Pressure: Due to the global nature of the platform and the need to continuously develop the technology, nxus®, TMP may need to increase overheads in terms of Research & Development and administration. However we note the development of the platform automates many back office processes and, thus, additional employees will more than likely be revenue generating. Given the upside in the nxus® platform to transform TMP to a technology company, we feel the cost escalation risk is rather low.

Catalysts

Affiliate growth: currently TMP has 1079 registered affiliates, of which 210 were active in the most recent month. The growth of active and registered affiliates may allow TMP to roll out additional advertising campaigns and thus drive additional revenue. Given affiliates are sticky to the platform, due to favourable revenue sharing terms; we anticipate a large growth particularly in active affiliates.

Advertiser growth: currently TMP has 124 advertisers of which 23 were new in the August and the remaining were retained. We note that the high retention rate of advertisers is highly positive, given returning advertisers spend a greater portion of their advertising budget on performance based marketing activities on subsequent campaigns. This allows TMP to focus on acquiring new advertisers and thus increase its total adverting pool and drive additional revenue growth.

Geographic Expansion: TMP is able to use its platform to advertise globally, however a majority of the revenue has thus far been driven from the North American market. Growth in activity in growing markets, such as Asian Pacific where advertisers may be more attracted to performance marketing given the low capital requirement and high ROI, may allow TMP to grow geographically. Global growth will also go towards smoothing the seasonality of advertisers spend.

nxus®: The technology platform which was built in house for the optimisation of TMP’s performance marketing process may allow TMP to pivot from a technology based marketing company to a digital technology company. This will allow TMP to sell its nxus® technology as a SaaS product to its current partners and clients. While potentially giving up some of its technological advantage, it adds a large untapped revenue stream.

Acquisitions: The TMP platform allows the Company to acquire and integrate complimentary businesses. We see additional technology and performance marketing acquisitions as the logical step in increasing revenue and geographic footprint.




CAPITAL STRUCTURE

The Company listed via a reverse takeover of Fortunis Resources which completed in June 2015, at which time the Company also raised $6.0m at $0.25/sh. Currently, the total number of shares on issue is 60.54m, while the fully diluted issued capital including options and performance shares is 87.0m shares. Including unpaid capital, TMP has an Enterprise value (EV) of $43.3m.

As at 30 September 2015, TMP had $4.85m in cash and $0.88m in debt, with the latter being a debtor factoring facility which was used to buffer the working capital deficit. We expect TMP to settle this debt shortly, given that the capital raised is now being used at the working capital buffer.

Figure 13: TMP Capital Structure

Current Capitalization

Price in AUD 0.68

x Shares Outstanding 60.54

Equity Value 41.17

- Cash and ST Investments 4.85

+ Total Debt 0.88

+ Unpaid Capital 4.90

+ Minority Interest 0.00

Enterprise Value (EV) 42.10


TMP issued options during the capital raising process and currently has 14m options outstanding which are currently in-the-money. The options expire before the end of CY2016 and end of June 2018 and have an exercise price of $0.20/sh and $0.50/sh respectively. Given the options are in-the-money; we have the $4.9m, which will be raised if and when the options are exercised, as unpaid capital in our valuation.

TMP has also issued two tranches of performance shares. The Company has 5.0m Class A performance shares outstanding which convert 1 for 1 on the condition that TMP achieve gross revenue of A$25m within 18 months of 29 June 2015. The Company also has 7.5m Class B performance shares outstanding which convert 1 for 1 on condition TMP achieve a Net Profit of A$1.5m within 24months of 29 June 2015. Our current forecasts suggest TMP may achieve both of these milestones in FY16 and thus see all performance shares converted.

Figure 14: Performance Shares and Options Outstanding

Performance Shares

Amount (m) Conversion Notes

Class A 5.0 1:1 A$25m of gross revenue within 18months of 29 June 2015

Class B 7.5 1:1 A$1.5m of NPAT within 24months of 29 June 2015

Options

31-Dec-16 7.0 $0.20

29-Jun-18 7.0 $0.50

Source: IRESS, Patersons Securities Limited




BOARD AND MANAGEMENT

Darren Wates – Non-Executive Chairman

Mr Wates is a founding director of the Company and was appointed to the role of Non-Executive Chairman on 29 June 2015. Mr Wates is a corporate lawyer with over 15 years’ experience in equity capital markets, mergers and acquisitions, project acquisitions/divestments and corporate governance gained through private practice and in house roles in Western Australia.

During the last three years Mr Wates has not been a director of any other listed companies. Mr Wates holds a Bachelor of Laws, Bachelor of Commerce and a Graduate Diploma in Applied Finance and Investment.

Luke Taylor – Managing Director

Mr Taylor has been the Managing Director and Chief Executive Officer of Livelynk since February 2014, during which time he has been responsible for all aspects of the business. Between 2010 and February 2014, Mr Taylor served Livelynk as director of operations, managing all aspects of software development, product development and operational reporting across the business. Mr Taylor has over 12 years of experience in digital marketing, internet and mobile technology businesses. Mr Taylor’s experience includes developing and managing the technological and creative aspects of start-up businesses, managing multifunctional teams both directly and remotely, and overseeing international expansion.

During the last three years Mr Taylor has not been a director of any other listed companies. Mr Taylor holds a Diploma of Computer Animation & Graphics, Diploma of Screen (Digital Film) and a Certificate III Multimedia Production.

Zhenya Tsvetnenko – Non-Executive Director

Mr Tsvetnenko has over 8 years’ experience in mobile premium messaging services and internet marketing. He is a highly successful entrepreneur and is also the Executive Chairman of ASX listed Digital CC Limited. Mr Tsvetnenko was awarded the prestigious Ernst and Young, Entrepreneur of the Year (young category) in 2010 and the Western Australian Business News 40 under 40 in 2011.

During the last three years Mr Tsvetnenko has been a director of Digital CC Limited.

Jeff Botnick – Chief Marketing Officer

Mr Botnick has been the Chief Marketing Officer of Mpire since February 2014, during which time he has been responsible for building, leading and directing the sales team, while expanding the Affiliate network. Mr Botnick has over 12 years’ of experience in the digital marketing and ecommerce industry, with specific significant experience in performance based marketing. Mr Botnick has experience in managing teams in both start-up and mature businesses. Prior to joining Mpire, Mr Botnick managed the digital marketing operations of two of the largest performance based agencies in North America.

Fiona Muir – Chief Financial Officer & Company Secretary

Fiona is a chartered accountant with over 14 years experience in both commerce and professional practice in South Africa, Australia and the United Kingdom. Fiona has extensive experience in corporate transactions having worked as the Chief Financial Officer of ASX listed Cape Lambert Resources Limited and Xceed Resources Limited. Fiona has also acted as Company Secretary for a number of ASX listed entities including DMC Mining Limited, Corvette Resources Limited, Matrix Metals Limited and Xceed Resources Limited.

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TECH MPIRE LIMITED - Adveritaspromote a particular product or service, paying a commission for each lead or sale generated by the affiliate website. Performance based marketing is