TIO NETWORKS CORP. Equity Research | Technology Recommendation 12-month Target TSXV:TNC BUY $1.00 $0.50 (new) (new) Ticker Please see important disclosures at the end of this document A Key Player In A Relatively Unknown But Major Market; Initiating with BUY Event Market Data 52-week High-Low Shares Outstanding (millions) Market Capitalization (millions) Cash (millions) Enterprise Value (millions) Fiscal Year End $0.70-$0.45 46.4 $23.2 $2.7 $20.5 st July 31 $0.75 Leading multi-channel bill payment processor: With electronic F2009A FY10A FY11E FY12E Revenue EBITDA EBITDA Margin Adj. EPS EV/Sales EV/EBITDA P/E $21.5 $27.8 $35.4 $0.7 $0.5 $1.2 3.3% 1.9% 3.4% ($0.05) ($0.04) ($0.02) 1.0× 0.7× 0.6× 29.2× 39.8× 17.3× NM NM NM $45.1 $2.4 5.3% $0.01 0.5× 8.6× NM 6,000 4,000 $0.50 2,000 $0.25 Share Price Volume (thousands) Trading History (TSXV:TNC) 3,000 1,000 Apr-11 Feb-11 Jan-11 Nov-10 Oct-10 Aug-10 Jul-10 May-10 $0.00 Apr-10 0 Investment Thesis $1.00 (Millions, except EPS) 5,000 Initiating coverage with a BUY recommendation and target price of $1.00 per share, based on a DCF valuation. Despite its relative size, TIO has become one of the leading North American multi-channel bill payment processors with more than 58,000 location end-points supported by a strong referenceable customer base. In our opinion, TIO is well positioned to accelerate the strong top-line growth demonstrated over the last three years, which includes a period of significant economic turbulence and currency appreciation. With the stage set for achievement of a sustainable level of profitability within the next 12-24 months, we expect the gap between intrinsic and market valuation to narrow, driven by additional customer wins and further penetration into the mobile and online segments. Financial Data & Valuation Source: Bloomberg Company Description TIO Networks operates as a multi-retailer network of financial services kiosks for the cash preferred consumer marketplace in North America. It designs and distributes TIO Services, which consist of a transaction processing system that includes financial products and services, such as bill payment and other payment-related products/services. The Company’s principal products and services include bill payment processing services extended to a multitude of platforms such as POS (point of sale), automated kiosks, mobile Smartphone applications and web. The Company offers its services primarily to telecom, wireless, cable and utility bill issuers. The Company is based in Vancouver, Canada, with a significant part of its workforce in the US. Sameet Kanade, CPA, MBA (416) 644-8123 [email protected] April 11, 2011 connectivity to over 410,000 biller customers (over 600 of which are considered “expedited”) in its network and more than 58,000 location end-points connected to its processing platforms, TIO has become an established multi-channel provider of convenient bill payment solutions. Marquee list of biller customers and partners: The Company’s customer and partner list includes several tier-1 companies such as AT&T, Cricket Communications, MetroPCS and Mobilicity. Given the level of integration TIO has achieved with its biller customers’ back-end infrastructure, we believe TIO’s solutions are “sticky” and present strong barriers to entry for new entrants and existing larger competitors. Strong recurring revenue business model: TIO has developed a strong recurring revenue model, driven by customer-funded transaction fees (similar to ATM fees). With recurring revenues consistently accounting for more than 98% of total revenues, the current operations provide a platform for profitable growth. Market opportunity is large and growing: Since TIO is focused on providing expedited payment services to the cash-preferred consumer marketplace, the underbanked and unbanked population is a key target market. The FDIC estimates that 25.6% of US households are either underbanked or unbanked. The expedited bill market is a $1.4 billion per year industry and is estimated to increase at 24% per year. Additionally, as TIO also moved up the value chain to provide mobile and online solutions to meet the bill payments needs of the entire spectrum of consumers, the real market opportunity is significantly greater than that noted above. Canada's Small Cap Investment Bank 2 – TIO Networks Corp. Company Overview April 11, 2011 Founded in 1997 and based in Vancouver, British Columbia, TIO Networks specializes in processing bill payment transactions through a secure Internet enabled platform (“TIO Transaction Processing System”). The Company’s expedited bill payment processing platform combines software platforms and payment processing capabilities to serve the financial needs of the cash-preferred consumer marketplace in North America. With over 410,000 billers in its network and more than 58,000 location end-points connected to its processing platforms, TIO has become an established multi-channel (Point Of Sale, automated Kiosk, Mobile and Online) provider of convenient payment solutions primarily for the unbanked and underbanked population. With the launch of Mobile and Online payment solutions, the Company has moved up the supply chain to provide bill payment solutions to meet the needs of the entire spectrum of North American consumers. TIO currently processes ~$1 billion per year in transactions. TIO has close to 60 employees. The Company went public via an IPO on the TSX Venture Exchange in 1999 under the name Info Touch Technologies Corp., which was subsequently changed to TIO Networks Corp. in April 2006. The management team is led by Chairman, President & CEO, Mr. Hamed Shahbazi, who has been with TIO since inception. He holds ~2.1 million shares (4.6% of total shares). Institutional holding currently stand at ~31%, while management and insiders own ~6% of total outstanding shares. How Does TIO’s Ecosystem Work? In all cases where a consumer uses TIO to make a payment (~99% cash transactions), the transaction is processed via TIO’s secure cloud-based platform, which is integrated with the accounting back-office of its biller partners (e.g. telecoms, utility providers, etc.). This enables TIO to post payments made by the billers’ customers accurately, directly and expeditiously to the appropriate customer accounts. Supported by a small transaction fee ($2.00 to $3.00 per transaction shared by TIO, the biller and the retail partner), this integration provides cash-preferred customers with the ability to pay their bills faster and securely using convenient access points provided through multiple channels and at multiple locations. This also provides additional revenue for billers and location partners that use TIO’s platform. TIO can own the payment infrastructure (“Platform + Processing”) or, alternatively, have its API integrated with a host of third-party devices (“Processing Via API Only”), as shown in Figure 1). Figure 1: TIO Networks Ecosystem WIRELESS UTILITY CABLE DIRECT CONTRACTED BILLERS OTHER IPP/ ETAVANTE ONLINE RESOURCES IPP/ RRPS ONLINE RESOURCES IN-DIRECT CONTRACTED PAYMENT ORIGINATION PAYMENT TERMINATION PLATFORM + PROCESSING BILLER AGGREGATION PREPAID DEBIT CARD SALES KIOSKS SELF SERVICE NON CONTRACTED IVR WEB PHONE APP MONEY TRANSFER PREPAID DEBIT CARD SALES PREPAID RELOADS GIFT CARDS DONATIONS TICKET SALES OTHER PRODUCTS/SERVICES PROCESSING VIA API ONLY NON-BILL PAY FINANCIAL SERVICES AGGREGATION PREPAID TELECOM / E-PIN NON FINANCIAL AGGREGATION Source: Company reports ASSISTED SERVICE HYBRID CONSUMER DIRECT BUSINESS OVER THE COUNTER PHONE CALL BILL PAY CARD TIO AUTO PAY MYTIO Northern Securities Inc. MONEY TRANSFER ABILITY TO CREATE PERSONAL PROFILE & STORE ACCOUNT INFO FOR EASY BILL PAYMENT DIRECT TO CONSUMER MARKETING Sameet Kanade (416) 644-8123 April 11, 2011 TIO Networks Corp. – 3 1. TIO Networks-owned payment infrastructure: includes self-service kiosks and clerk-assisted (“TIO Express”) point-of-sale terminals that are deployed and/or activated in convenient retail locations and collect cash and/or process bill payments via TIO’s integration with the biller in question. The self-service kiosk’s touch screen interface enables customers to insert cash directly into the kiosk’s cash acceptor, where it is accepted and authenticated in real-time (Figure 2). Transactions are securely completed and all payments are posted quickly to the customers’ accounts using TIO’s platform. Customers then have the option to print and/or e-mail their receipt. TIO Express allows retailers to accept cash payments for multiple billing partners through a web-based application or through the retailers’ own POS systems. Retail clerks can assist customers to access their accounts and view balances. Once a payment is made, TIO Express registers and records the transaction. In essence, TIO Express combines the convenience of in-person customer service with real-time posting to personal accounts, as well as providing retailers that cannot support a self-serve kiosk with the opportunity to accept payments through TIO at a lower deployment cost. Figure 2: TIO Networks Self-Service Kiosk Upper Display Touch Screen Debit Card Swipe Receipt Printer Bill Acceptor Lower Display Source: Company reports 2. Third-party payment infrastructure: includes the TIO transactional API that processes payments originated through third-party selfservice kiosks, IVR (Interactive Voice Response), the internet, mobile applications, over-the counter and phone-call assistance, and bill pay cards with the biller in question. As TIO does not own and, therefore, is not required to provide any upfront capital costs, the portion of transaction fee that the Company receives is lower than it would be if it owned the hardware infrastructure (i.e. Kiosk, POS). TIO integrates its transaction processing system with direct contracted billers for customers to pay their wireless, utility, cable and telecommunication bills; however, customers also use these various platforms to process payments for a variety of non-bill financial services such as money transfers, prepaid debit card sales, prepaid reloads and gift cards (please refer to Figure 1). Sameet Kanade (416) 644-8123 Northern Securities Inc. 4 – TIO Networks Corp. April 11, 2011 Additional Services Although TIO’s principal revenue driver is the pay-per-use transaction fee from bill payments (~98% of revenue), it also provides additional services, which include kiosk systems sales and related service (hardware, software and implementation services related to the initial sale of the Company’s kiosks), professional services and maintenance services. We do not expect significant incremental revenue from these additional services. Hence, the focus of our report is on transaction revenue generated by TIO. Recent Breakthrough in Transaction Volumes Despite the economic slowdown witnessed during 2009 and 2010, TIO has achieved significant breakthroughs in the number of transaction end-points within its processing network that are being configured/activated and transacted by consumers. Since FQ3-08 (April 2008), TIO has gone from ~4,000 end-points activated to 58,600 to date (including 35,000 MoneyGram agent locations added Feb 2011), representing a 3-year CAGR of ~145%. During the same period, the number of end-points transacted on has almost tripled, from 3,300 transacting end-points to an estimated 11,000 to date, representing a 3-year CAGR of 50% (Figure 3). Although currently less than 20% of the end-points are actually transacted at, we expect growth in transaction volumes and biller customers, and introduction of new distribution channels, to drive an increase in transacting end-points. Figure 3: Number of End-points Activated vs. Transacting 58,603 60,000 Locations Configured/Activated Locations Transacted 50,000 40,000 End-points transacting 3-yr CAGR: 50% 30,000 20,055 20,000 21,658 21,803 23,982 25,558 13,261 11,815 12,339 12,577 12,959 10,000 2,749 0 2,436 3,235 2,895 3,983 3,321 5,427 6,588 6,813 7,160 7,623 8,617 9,085 9,584 9,704 9,651 11,036 Q1-08 Q2-08 Q3-08 Q4-08 Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Note: Q2-11 locations transacted based on NSI estimates Source: Company reports, NSI Industry Drivers & Market Size Significant addressable market – 18 % of US households are underbanked (~21 million) and 8% are unbanked (~9 million) Since TIO is focused on providing expedited payment services to the cash-preferred consumer marketplace in North America, the underbanked and unbanked population is a key target market. We note that the Company has moved up the value chain to provide solutions to meet the bill payment needs of the entire spectrum of consumers. However, we believe these additional opportunities are more mid-to-long term focused. According to the Federal Deposit Insurance Corporation (FDIC), the underbanked population is defined as US consumers who have a checking or savings account but rely on alternative financial services; the unbanked population does not have any form of bank account. Combined, at least 25.6% of US households, or ~30 million, are either unbanked or underbanked, which we believe presents a significant addressable market for TIO’s services. Much of the unbanked and underbanked communities are in situations where they cannot pay their bills through a convenient banking solution, or they have poor credit Northern Securities Inc. Sameet Kanade (416) 644-8123 April 11, 2011 TIO Networks Corp. – 5 histories that make it more practical for them to pay bills in cash. We highlight that TIO’s strategy of expanding its network of billers, increasing the number of locations where self-service kiosks are deployed and creating a diverse platform that enables a convenient payment solution, bodes well to target this target audience. Figure 4: Banking Status of US Households Underbanked, 17.90% Unbanked, 7.70% Banked, but Underbanked Status Unknown, 4.10% Banked, but Not Underbanked, 70.30% Source: FDIC National Survey of Unbanked and Underbanked Households Below are some of the major findings from the FDIC’s Survey of Unbanked and Underbanked Households reported on May 3, 2010. Table 1: Unbanked and Underbanked Demographic Unbanked Population Highlights Underbanked Population Highlights 7.7% of US households (~9 million) are unbanked. 17.9% of US households (~21 million) are underbanked. The majority of underbanked households go to nonbanks for money orders and check cashing because it is convenient. 9 million unbanked households are approx-imately split between households that have never had a bank account (46.9%) and households that were previously banked (49.0%). A considerable proportion (41.1%) of unbanked households believes that opening a bank account in the future is “not likely at all.” ~20% of lower income US households—almost 7 million households earning <$30,000 per year— do not currently have a bank account. Households with earnings below $30,000 account for at least 71% of unbanked households. Source: FDIC National Survey of Unbanked and Underbanked Households. December 2009 As can been seen from the statistics above, there is a significant market of unbanked and underbanked population – 41% of unbanked households believe opening a bank account is “not likely at all” and the majority of underbanked households use non-bank financial services because it is convenient. All of these conditions bode well for expansion of TIO’s services and organic growth strategy. As expected, another study highlights that ~50% of the underbanked population uses cash as their primary method of payment, with a debit card and credit card (18% and 15%, respectively) constituting the other two most common forms of payment (Figure 5). Figure 5: Consumer Spending By the Underbanked (national study of 2,799 underbanked adults) 60% 51% 50% 40% 30% 18% 20% 10% 10% 10% 2% 2% 1% Prepaid Card Payroll Card 2% 6% 0% Cash Money Credit Debit Order Card Card Source: Center for Financial Services Innovation Sameet Kanade (416) 644-8123 Check Food None of Stamps These Northern Securities Inc. 6 – TIO Networks Corp. April 11, 2011 Although only marginally different, research firm Aite Group suggests that cheques, cash and money orders are the primary bill payment methods used by unbanked and underbanked consumers and that 32% of unbanked and underbanked bill payments are made by cheque, 30% by cash and 21% by money order. The Expedited Market Currently, the expedited bill market, a $1.4 billion per year industry, is growing at 24% per year and has 35 million households using these services (source: Javelin Research). Furthermore, the expedited payment industry is estimated to increase at 5-year CAGR of 13% if the economy improves and a 5-year CAGR of 5% per year if the economy continues to struggle (Figure 6). Millions of US Households Using Expedited Payments Figure 6: Expedited Payment Forecast According to Economic Condition 70 50 30 34 34 28 41 39 37 36 55 49 43 38 40 20 63 If Economy Improves If Economy Continues to Struggle 60 43 22 10 0 2005A 2006A 2007A 2008A 2009E 2010E 2011E 2012E 2013E Source: Javelin Strategy and Research However, a conservative view is that the amount of dollars spent on expedited payments will likely remain relatively constant over the next 45 years (Figure 7). Figure 7: Forecast of Amount of Dollars Spent on Expedited Payments Billions of Dollars Spent on Expedited Payments $1.6 $1.4 $1.4 $1.3 $1.2 $1.0 $0.8 $0.6 $1.1 $1.1 2009A 2010E $1.1 $1.2 $1.2 $1.2 $0.7 $0.4 $0.2 $0.0 2006A 2007A 2008A 2011E 2012E 2013E 2014E Source: Javelin Strategy and Research In our opinion, even if growth in the dollar amount of expedited payments remains flat over the next couple of years, TIO’s organic growth strategy should drive higher revenues. We highlight that the Company is aggressively expanding its cash-preferred customer base by providing more convenient locations and means to pay bills through increased deployment of TIO enabled locations (e.g. the MoneyGram deal), by developing new access channels and increasing the number of billers in its network. Utilizing a bear case scenario, even if the number of people requiring expedited payments does not increase significantly over upcoming years, we believe there will still exist a large population that opts to pay their bills in cash, regardless if they are expedited or not. Supported by an increase in the number of biller customers, we believe this aspect bodes well for TIO. Northern Securities Inc. Sameet Kanade (416) 644-8123 April 11, 2011 TIO Networks Corp. – 7 Finally, we note that more than 70% of consumers have a preference for making expedited payments directly with billers (Figure 8). This is because consumers typically believe that a financial institution or other third-party provider will not be able to post the payment and ensure the account is in good standing. This is a positive sentiment for TIO, as its integrated network provides it with direct connect relationships with some of the largest telecom, wireless, cable and utility bill issuers, which may be comforting to consumers when they are paying their expedited bills. In essence, we believe expedited service has become a state of “convenience” rather than a necessity based on financial need. Figure 8: Venue for Expedited Bill Payment among Consumers Another institution, 1% A bank or credit union, 27% Directly with the biller, 73% Source: Javelin Strategy and Research To conclude, we note there is a significant addressable market cash-preferred payment alternatives such as TIO’s. In our opinion, current level of network developed by TIO is a strong indicator of strength of the platform and, looking ahead, expected growth of core business. Organic Growth Strategy Penetrate the cash-preferred consumer marketplace by offering convenient and diverse expedited payment solutions for the the the TIO’s organic growth strategy is focused on establishing the Company as the de-facto transaction processor and service provider of expedited bill payments that primarily serve the financial needs of the underbanked and unbanked population towards achieving sustainable and profitable growth. The new initiatives (mobile and online solutions) are intended to leverage current capabilities towards expanding target markets, which cover the bill payment needs of the entire marketplace. The three key elements of TIO’s growth strategy are: 1. Acquire relationships with new biller clients and location partners – EXPAND TRANSACTION PROCESSING NETWORK; 2. Service a variety of new distribution channels (self-service, clerkassisted, mobile applications, online, integrated voice response, etc.) – INFLUENCE ADOPTION; and 3. Develop a strong transaction, fee-based, recurring revenue business model without onerous CapEx requirements – INCREASE ECONOMIES OF SCALE AND REDUCE TRANSACTION COSTS FOR CUSTOMERS 1. Acquire relationships with new biller clients and location partners – EXPAND TRANSACTION PROCESSING NETWORK Thus far, TIO has achieved significant success in increasing the number of biller clients and location partners within its network. The Company has over 10,000 billers connected to its back-office host capable of supporting the bill payment needs of the vast majority of the US population, as well as more than 58,000 location end-points in its transaction processing network, primarily in the US (Figure 9). Sameet Kanade (416) 644-8123 Northern Securities Inc. 8 – TIO Networks Corp. April 11, 2011 A key example of this is the recent addition of MoneyGram Int., a leading global payment services company. This alliance has enabled TIO to expand its network to an additional 35,000 MoneyGram agent locations across the US. Via this agreement, cash-preferred customers can make payments to select wireless, utility and cable providers previously unavailable at MoneyGram locations. Figure 9: More Than 58,000 Transaction End-Points in the TIO Network Source: Company reports Sticky Biller Client Relationships TIO provides billers with an end-to-end solution for its bill payment services by developing and managing the biller’s Self Service Bill Payment Solution. This enables its customers to focus on their core business. We believe a key element in this relationship is TIO’s ability to provide support service to its billers due to its relationships with the largest field service and cash management companies in the US. We highlight that the Company’s two largest clients in its biller network are Cricket Communications and AT&T, who accounted for 66% and 20%, respectively, of TIO’s transactional revenue in F2010. Hence, at least ~86% of TIO’s revenue is derived from the wireless segment and represents customer concentration risk. Extensive Portfolio of Location Partners An integral component of TIO’s strategy is to increase the number of its locations where cash-preferred consumers can pay their bills, thereby increasing the convenience factor aimed at forcing/influencing its biller customers to adopt TIO as its primary transaction processor for expedited payments (thus driving transaction volume). We highlight that, as TIO splits part of the transaction fee with participating retailers, there is an incentive for retailers to provide TIO at its locations and generate an additional stream of transaction revenue. There is also value for these partners, as consumers who use TIO services are likely to browse and buy other products before leaving. We highlight that TIO has entered into agreements with some of the largest US store chains including Exxon Mobil (Tiger Market and On the Run stores), Couche-Tard (Circle K stores), Albertsons, Best Buy and now MoneyGram, enhancing its portfolio of location partners and, therefore, expanding its footprint of transacting end-points. Although some of its biller partners, such as AT&T and Cricket, have deployed TIO kiosks at their retail locations, the majority of TIO’s activated end-points Northern Securities Inc. Sameet Kanade (416) 644-8123 April 11, 2011 TIO Networks Corp. – 9 (over 53,000 end-points) are from its API relationships where only the transaction processing is done by TIO as part of its OEM solution. We note that the Company already has agreements with large, wellknown payment networks such as IPP of America (Softgate Systems), Budget Prepay, Ace Cash Express and Dollar Express, allowing TIO to leverage these existing partnerships and increase its exposure within these networks (i.e. Softgate alone has over 17,000 locations across the US). We highlight that this “OEM Express” distribution model is significant as it permits large networks to plug into TIO’s application programming interface and add TIO's bill payment products to their agent networks, increasing TIO’s front-end distribution network without additional CapEx, as well as marketing the Company’s portfolio of payment products. Top location partners by size: 1. 2. 3. 4. 5. 6. IPP of America (Softgate Systems) Budget Prepay ACE Cash Express Dollar Express MoneyGram International Couche-Tard (Circle K) 2. Service a variety of new distribution channels (self-service, clerk-assisted, mobile applications, online, integrated voice response etc.) – INFLUENCE ADOPTION The second key element in TIO’s growth strategy is the focus on delivery of new distribution channels and convenient modes of payment to serve the cash-preferred consumer marketplace and influence adoption of its expedited transaction services. To date, the majority of the Company’s activated location end-points are within its OEM partners’ networks (i.e. third-party owned kiosks that offer TIO expedited payments under their brand name), which comprise 58,000 total locations (Figure 10). Although this is the largest and fastest growing segment of its network, TIO has diversified its payment platform and expanded into the Web/IVR and mobile platforms, which we expect will capture further market share and transaction volume in the future. Figure 10: Growth Strategy Evolution BILLERS SELF SERVE 1,500 Over The Counter 3,300 OEM WEB/IVR 15,500 500 banks Mobile Self Serve (~1,500 end-points) TIO-owned and third-party owned kiosks OTC (~3,300 end-points) Clerk-assisted POS OEM (~53,000 end-points) API relationships (i.e. Ace Cash Express, IPP of America, etc.) where only the processing is done by TIO Web/IVR (~500 end-points) API relationships with banks Source: Company Reports Historically, TIO has offered the majority of its payment services through walk-up, self-serve and clerk-assisted, kiosks, which represent ~20% of Sameet Kanade (416) 644-8123 Northern Securities Inc. 10 – TIO Networks Corp. April 11, 2011 the expedited payment market and a significant source of transaction revenue and volume (~45% of transacted location end-points) for TIO. According to ABI (an industry research firm), there are expected to be more than 2.6 million financial kiosks worldwide by 2013, with more than 50% of them in the US, representing significant potential for TIO to expand its services within the walk-up payment channel. Figure 11: Expedited Payment Market By Platform Overnight Mail/Rush Delivery, 8% Mobile Phone, 3% Other, 2% Online through a Web Site, 38% Walk-up/In Person, 17% Phone Call/IVR, 32% Source: Javelin Strategy and Research Although the walk-up channel is an important source of recurring revenue for the Company, TIO has also begun to diversify its distribution channels by offering expedited payment solutions through online channels accessed via web sites as well as through its mobile platform, launched in FQ3-10. Diversifying The Platform Through Online Bill Payment We believe online bill payment facilitation can become a significant growth opportunity for TIO, if the Company continues to diversify its payment platform. As online bill payments account for the majority (~40%) of the expedited market, we believe that leveraging its biller and location partnerships to increase transaction end-points through this payment medium would benefit TIO, thereby contributing to a greater user demographic and larger distribution channel network. According to Fiserv’s (an industry research firm) Consumer Billing and Payment Trends 2010 survey, online banking payment continues to grow exponentially, with the number of households using online banking increasing more than 6× to ~73 million (80% of all US households with internet access) between 2000 and 2010. Additionally, the number of households that use online bill payment increased nearly 8× to 36 million (40% of all US households with internet access). The study also notes that more than 33% of online bill payers had a yearly household income of less than $50,000, demonstrating that this payment method is growing amongst low-income and, therefore, most likely, cash-preferred consumers. Additionally, the electronic payment industry is growing in response to the decline of paper cheques, which decreased from 61% of all payments in 2000 to only 26% to date. In contrast, online bill payments have grown from 12% to 45% of all payments during the same time period. We believe this bodes well for TIO as it expands its online payment platform to further incorporate financial institutions into its network. TIO has already begun to gain notable success in this area. In 2009 it signed an agreement with Online Resources Corp. to service more than 500 US financial institutions, allowing bank customers to make timesensitive bill payments to various wireless, utility and cable billing partners through online banking and bill payment portals. Northern Securities Inc. Sameet Kanade (416) 644-8123 April 11, 2011 TIO Networks Corp. – 11 Entirely New Ground in Mobile Bill Payment Although mobile banking accounts for only 3% of the expedited market, we believe this area represents a significant growth opportunity for TIO as more cash-preferred customers adopt newer technologies for payment. In May 2010, TIO announced that it would begin providing a mobile bill payment platform that will allow ~6 million energy customers (through a contract with Pacific Gas and Electric Co.) in northern and central California to make bill payments using their iPhone OS (and later, Android-based devices). This application allows customers to make expedited payments using their credit or debit cards (for less than $2.00), as well as through their bank accounts (and eventually through PayPal). Pacific Gas and Electric predicts that ~100,000 customers of its 15 million customer base may pay their bills using this app. We believe that the significant growth potential in this payment platform bodes extremely well for TIO as it will enable the Company to expand its transaction location footprint as adoption of mobile payments becomes mainstream. According to Fiserv’s 2010 survey, in only two years the number of mobile phone users who conducted one or more banking services via their mobile phone increased from 23% in 2008 to 30% in 2010. Furthermore, the number of mobile banking users who receive or pay bills via their mobile phone increased from 18% to 30% in the same period, as a result of increasing adoption of Smartphones. From a global perspective, Frost and Sullivan notes that worldwide mobile penetration continues to increase at a robust pace, with more than 50% of the planet expected to have at least one mobile device by 2013, representing an additional 865 million subscribers since 2009. We also believe that the unbanked and underbanked population will have a greater propensity to utilize TIO’s mobile payment platform compared to banked consumers. According to Javelin Strategy and Research, 68% of the underbanked population owns a mobile phone and 16% of these are Smartphones, which is almost the same rate (20%) for all consumers (Figure 12). Figure 12: Mobile Phone and Smartphone Access for Unbanked, Underbanked, All Consumers All Consumers 60% Underbanked 20% 57% 38% Unbanked 16% 9% Mobile feature phone Smartphone 0% 10% 20% 30% 40% 50% 60% Percentage of Consumers 70% 80% 90% Source: Javelin Strategy and Research Working Towards a Solution in IVR To date, interactive voice response (IVR) payment platforms represent ~30% of the expedited market, the largest segment after online payment through a web site. TIO is developing a solution that will allow customers to pay their bills through IVR, which will provide an additional convenient payment solution for cash-preferred customers. Under this platform, consumers Sameet Kanade (416) 644-8123 Northern Securities Inc. 12 – TIO Networks Corp. April 11, 2011 will be able to make a phone call and use their prepaid debit or credit cards to make expedited payments. According to industry research firm, DMG Consulting LLC, the IVR market is growing rapidly due to strengths in new applications and product innovation from managed service providers. We believe that IVR is a viable payment solution for TIO to incorporate into its platform as this adoption is increasing and will provide another avenue to diversify TIO’s platform. 3. Develop a strong transaction fee-based recurring revenue business model without onerous CapEx requirements – INCREASE ECONOMIES OF SCALE AND REDUCE TRANSACTION COST FOR CUSTOMERS TIO has adopted a royalty-based business model that supports a strong, recurring revenue business model combined with a low-CapEx strategy, thereby positioning the Company to achieve a sustainable source of revenue and scale. TIO’s transactional revenues are based on premiums charged to customers for using TIO’s payment services and this premium is shared by the biller partner, location partner in question and TIO. The fees vary according to which partner’s infrastructure is in use and what biller partners charge, but the average fee is less than $3.00/transaction shared amongst the partners. Compared to its OEM strategy, where there is no capital outlay, TIO earns less on a gross basis but equal on a net basis. Furthermore, some payments are customer funded and the billers’ pay for their customers’ transactions and some companies, such as public utilities, charge less. We note that the majority of transaction location end-points are part of TIO’s OEM strategy (~58,000 end-points), which includes API relationships with various partners where only the processing is done by TIO; this allows the Company to leverage its technology and employ a “light” CapEx model, as it does not need to provide upfront costs for its kiosks. Through this model, TIO is well positioned to increase its economies of scale and reduce transaction premiums for customers in the future. Competitive Dynamics – Highly Fragmented Although a wide variety of ways are available for customers to pay their bills, such as through walk-up kiosks, online through websites, IVR, mobile and the phone, most of TIO’s competitors offering these services provide them as part of a larger and more diverse product portfolio, primarily focusing on online bill payment solutions and other services outside the bill payment market. TIO. on the other hand. is focused on expanding its distribution channels (i.e. mobile, IVR, self-service kiosks, etc.) to establish itself as a leader in the expedited bill payment market by offering a payment solution that is more convenient and affordable than that of its competitors. Furthermore, TIO maintains a competitive edge by offering guaranteed expedited payments whereas many other transaction processors do not offer expedited payments. We note that TIO charges very low transaction fees compared to some of its peers, which facilitates adoption. Some of the larger vendors within the transaction-processing arena include Fiserv, InComm, Euronet, Western Union and Choice Pay. Fiserv (NASDAQ:FISV) is a global provider of information management and e-commerce systems for the financial services industry. Founded in 1984, it has ~200 locations worldwide, Northern Securities Inc. Sameet Kanade (416) 644-8123 April 11, 2011 TIO Networks Corp. – 13 generating ~$4.0 billion in annual revenue. As a significantly larger vendor than TIO, with over 16,000 clients worldwide, Fiserv also delivers a wide array of solutions beyond core bill payment services, such as risk and compliance solutions, customer and channel management and optimization and consulting. While Fiserv does offer comparable payment and access platforms to its customers relative to TIO’s, we highlight that TIO is more focused on targeting the cashpreferred consumer marketplace and bill payment market – a niche subset of the overall market. Furthermore, the convenience premium of ~$3 per transaction charged by TIO and its partners is lower than Fiserv’s, which bodes well for TIO’s focus on increasing its subscriber base as cash-preferred consumers are more likely to choose a low cost alternative. ChoicePay (a subsidiary of Tier Technologies; NASDAQ:TIER), one of the closest comps for TIO, is also focused on the bill payment market. However, we believe its network is still in the infancy stage as it only has 27 billers in its network whereas TIO has more than 4,000, making it more popular with consumers as they have multiple access channels to pay a larger variety of their bills. TIO also offers a 24-hour/ 7-days-a-week bill payment option on self-serve kiosks, whereas ChoicePay’s network only processes bills between 9 am and 8 pm. Resultantly, this gives TIO an advantage in RFPs to win new contracts with various billers. Founded in 2006, Western Union (NYSE:WU) provides money transfer and payment services across 410,000 agent locations worldwide. While Western Union is significantly larger, its bill payment solution is not competitive to TIO’s. Through its Quick Collect service, the Company’s money transfer platform, customers pay a fee of $15.00 per transaction, whereas TIO provides this service for a much lower, $3.00 per transaction. In addition, Western Union’s service requires that the customer receive a Money Transfer Control Number upon receipt as confirmation that the payment was sent to the biller, which the customer can then use to contact the biller and confirm receipt of the payment. TIO’s solution bypasses this additional step, as its network is fully integrated with the back-end of its billers and a receipt of payment is provided after the transaction is completed. Founded in 1989, First Data Corporation (formerly, American Express Information Services) provides e-commerce and payment solutions for merchants, financial institutions, commercial establishments, consumers and card issuers worldwide. In terms of product portfolio, the company offers an extremely differentiated and wider solution and service range relative to TIO. However, First Data does not focus on solutions for the cash-preferred market, which is TIO’s core competency. Some of the key smaller players include eServGlobal (ASX:ASX), a provider of Mobile Money solutions and Value-Added Services, primarily in Europe and South America with limited presence in North America; VersaPay (TSXV:VPY), a Canadian provider of payment processing solutions that targets primarily SMBs; and Softgate Systems, a USbased provider of electronic payment services. While there are several vendors, both large and small, providing a variety of bill payment services to customers (the list above can easily be extended to another 15 companies), we believe that TIO is one of the few vendors solely focused on the bill payment market. This has led to the development of a strong platform, as evidenced by TIO’s sizeable Sameet Kanade (416) 644-8123 Northern Securities Inc. 14 – TIO Networks Corp. April 11, 2011 customer portfolio and location presence. In addition, TIO offers an expedited bill payment option, which is a unique offering in the market. To conclude, we believe TIO is well positioned to grow both its customer base and transactional volume as it offers competitive pricing and a convenient and differentiated platform. Recent Customer Win Announcements February 28, 2011: TIO announced a strategic alliance with MoneyGram International to offer expedited bill payment services at more than 35,000 MoneyGram agent locations across the US. February 22, 2011: TIO and Carolina West Wireless (CWW) announced a business relationship to provide Carolina West Wireless dealers with TIO Express, TIO’s “over the counter” real-time bill payment service platform. February 14, 2011: TIO announced the launch of the Pacific Gas and Electric Company’s (PG&E) “mobile bill pay app”. This mobile payment app is an industry first by a major utility and provides up to 6 million PG&E customers in northern and central California with the convenience of paying their utility bills on an expedited basis through their iPhones and iOS devices. October 25, 2010: TIO announced that it had expanded its partnership with IPP of America (IPP) and iSend to provide consumers with easy access to cross border bill payment services at participating convenience store and retail locations in the TIO network. July 21, 2010: TIO and Florida Turnpike Enterprises (FTE) partnered to provide payment services to FTE customers in the State of Florida. May 25, 2010: TIO announced a multi-year exclusive agreement to provide real-time consumer bill payment service for Mobilicity customers in Canada. Financings Despite the relative infancy of operations, the Company has raised limited capital since incorporation, which underscores the management style and focus of the current team of achieving a sustainable and profitable level of growth without significant dilution. The last five financings are noted below: April 22, 2008: TIO raised $3.65 million through issuance of 4.87 million shares. The “bought deal” included a syndicate of underwriters led by PI Financial and included GMP Securities. Proceeds from the private placement were to be used for general working capital purposes. May 4, 2006: TIO raised $7.0 million at an issue price of $0.95 per share through the issuance of 7.37 million shares. The “bought deal” included a syndicate of underwriters led by GMP Securities and included PI Financial The proceeds were to be used for general working capital purposes. October 6, 2005: TIO (then Info Touch Technologies) raised $5.1 million through the issuance of 7.8 million shares at an issue price of $0.65 per share. The proceeds were to be used for general working capital purposes. The offering was led by GMP Securities and included PI Securities as a syndicate member. April 8, 2005: TIO (then Info Touch Technologies) raised $2.1 million through the issuance of convertible unsecured promissory notes. GMP Securities acted as agent in respect of the financing. Northern Securities Inc. Sameet Kanade (416) 644-8123 April 11, 2011 Financial Estimates TIO Networks Corp. – 15 A Lot Positives Thus Far TIO has demonstrated significant acceleration in transaction volumes during the LTM period (Figure 13). Transaction volume increased to 3.8 million in FQ2-11, +6.4% Q/Q and +89.5% Y/Y, driven by both increases in customer wins and locations transacted. Resultantly, recurring revenue (~98% of total revenue) has increased each and every quarter to $8.8 million in FQ2-11 from $5.5 million in FQ1-11. Figure 13: Transaction Growth, Revenue Per Transaction and Recurring Revenue $3.50 10.00 9.00 $3.00 8.00 $2.50 Millions 7.00 6.00 $2.00 5.00 $1.50 4.00 3.00 $1.00 2.00 $0.50 1.00 - $0.00 Q1-08 Q2-08 Q3-08 Q3-08 Q1-09 Q2-09 Q3-09 Q4-09 Q1-10 Q2-10 Q3-10 Q4-10 Q1-11 Q2-11 Total Number of Transactions Total Recurring Revenues Revenue Per Transaction Source: Company reports, NSI While the above chart indicates a decrease in revenue per transaction, impacted by lower margin transactions, we believe this trend has been negated in the last three quarters due to the expansion into new channels (online and mobile). Going forward, we expect these levels to at least be maintained as transaction growth accelerates. While EBITDA levels have remained inconsistent (due partly on account of FX), TIO has generated positive EBITDA for more than 10 quarters in a row. Given the relative size of the Company, we believe this indicates the fiscal prudency of the current management team. On a LTM basis, the Company has generated EBITDA of $1.2 million (3.5%, and we expect margins to stabilize beyond F2012 once operating leverages materialize. Resultantly, cash flow from operations has been positive for seven of the last ten quarters, impacted only by marginal increases in working capital requirements on the back of increased transaction volumes. During the LTM period, CFO was $0.6 million, while free cash flow was $0.1 million. During recent years, TIO has significantly reduced its CapEx, which peaked at ~$4.0 million F2006 and, since then, has steadily decreased to less than $0.5 million per year. Going forward, we do not expect any significant increase in CapEx as the Company is focused on increasing its footprint through TIO Express (clerk-assisted transactions) and the API licensing program. This is expected to further reduce the need to fund any potential deployment of kiosks. However, Certain Headwinds Remain FX risk remains a key headwind for TIO. The Company generates more than 95% of revenue in US dollars and the strengthening of the Canadian dollar (the reporting currency) has diluted the strong top-line growth achieved thus far. While incurrence of more than 90% of direct costs in US dollars does provide a natural hedge, we believe the Company may be forced to implement some hedges in the future to protect margins, given the expectation for further appreciation of the Canadian dollar. Sameet Kanade (416) 644-8123 Northern Securities Inc. 16 – TIO Networks Corp. April 11, 2011 With increased competition and the likelihood of entry by one or two major US software companies during the next 12-24 months, the Company may face challenges to maintain the rapid customer wins/adoption witnessed during the last two years. This risk, we believe, is adequately reflected in our forecasts. Key Forecast Assumptions Our forecasts are based on the following key assumptions: While revenue per transaction decreased to the sub-$2.25 level last quarter, from more than $3.00 in FQ2-09, we believe the Company can maintain existing levels going forward. Resultantly, we have utilized revenue per transaction of $2.25 for F2011 and F2012. Based on expectations for an increased number of transactions per location, with the addition of more biller customers, we expect transactions per location to increase to 360 per quarter in F2012, from 350 currently, and continued marginal increase thereafter. We estimate that gross margins will remain flat at the 21% level going forward, despite the focus on new channels (online and mobile). We believe this is a conservative approach, given the limited visibility currently provided by the Company. While the Company has stopped reporting the “locations transacted at” metric since FQ2-11 for competitive reasons, we estimate an increase in locations transacted at to 11,500 by FQ4-11 and 15,700 by FQ4-12. This represents a marginal increase from the 9,651 reported in FQ1-11. F2011 and F2012 Estimates Our F2011 and F2012 estimates are as follows: Total revenue to increase to $35.4 million in F2011 (+27.6% Y/Y) and $45.1 million in F2012 (+27.3%), driven by an increase in transacting locations to 11,500 and 15,700, respectively. EBITDA of $1.2 million (3.4% margin) in F2011, an increase of 130% Y/Y, driven primarily by top-line growth. Our F2012 EBITDA estimate is $2.4 million (5.3% margin). With amortization of Kiosk infrastructure expected to remain at current levels during F2011 and F2012, we estimate EPS of ($0.02) and $0.01 during the next two fiscal years. Valuation $1.00 per share based on DCF valuation. We have valued TIO using a DCF analysis as the Company is at an early stage in its development cycle. Utilizing a discount factor of 12.5%, much higher than the 8% utilized for more mature companies, and terminal growth rate of 2.0% from year 10 onwards, we arrive at a valuation of $1.00 per share. This includes key assumptions as mentioned in the forecast section. We highlight that our forecasts utilize conservative estimates. The terminal multiple is 9.7× in 2020. Northern Securities Inc. Sameet Kanade (416) 644-8123 April 11, 2011 TIO Networks Corp. – 17 Table 2: DCF Valuation ($ millions, except per share data) 2011E 2012E 2013E 2014E 2015E Revenue Y/Y Growth EBITDA % of revenue EBIT $35.4 27.6% $1.2 3.4% ($0.6) $45.1 27.3% $2.4 5.3% $0.7 $60.5 34.3% $5.1 8.5% $4.9 $73.9 22.0% $7.6 10.2% $7.4 $82.7 12.0% $9.1 11.0% $8.9 Free Cash Flow Y/Y Growth $0.6 NM $1.7 162% $3.3 92% $4.7 45% $1.3 $2.3 $3.0 Present Value of FCF Valuation PV of FCF Less: Debt Add: Cash Equity Value Shares outstanding Equity Value Per Share $0.6 2016E 2017E 2018E 2019E Terminal Yr $5.9 25% $6.5 10% $7.1 10% $7.5 5% $7.9 5% $76.4 $3.3 $3.2 $3.1 $2.9 $2.7 $23.5 Implied Multiple 9.7× $45.9 $0.0 $2.7 $48.6 46 $1.04 Note: 2011E NPV for six months only Source: Company reports, NSI Table 3: Sensitivity Analysis Terminal Growth Rate WACC 11.0% 11.5% 0.5% $1.14 $1.08 1.0% $1.17 $1.11 1.5% $1.21 $1.14 2.0% $1.25 $1.17 2.5% $1.29 $1.21 3.0% $1.34 $1.25 3.5% $1.39 $1.30 4.0% $1.46 $1.35 12.0% 12.5% 13.0% $1.02 $0.97 $0.92 $1.05 $0.99 $0.94 $1.07 $1.01 $0.96 $1.10 $1.04 $0.98 $1.13 $1.07 $1.01 $1.17 $1.10 $1.04 $1.21 $1.13 $1.06 $1.25 $1.17 $1.10 13.5% 14.0% $0.88 $0.84 $0.90 $0.85 $0.91 $0.87 $0.93 $0.89 $0.95 $0.91 $0.98 $0.93 $1.00 $0.95 $1.03 $0.97 Source: NSI As a check, we have also utilized an EV/EBITDA multiple basis for valuation. Based on our estimates, we expect the Company to reach a sustainable EBITDA level from F2015 onwards. Utilizing 10× EV/EBITDA and applying a discount rate of 12.5%, we arrive at value per share of $0.93, which is in line with our valuation. Table 4: EV/EBITDA Valuation ($ millions, except per share data) 2011E 2012E 2013E 2014E 2015E $1.2 $2.4 $5.1 $7.6 10.0× $75.6 $9.1 10.0× $91.1 Cash $12.0 $17.8 Equity value Total shares $63.6 46.4 $73.3 46.4 EBITDA Multiple EV Value per share $1.37 $1.58 Value per share discounted at 12.5% $0.91 $0.93 Source: NSI Investment Risks Currency Risk: As the majority of revenue is derived in US dollars, FX is a significant source of risk. Complicating this matter is that some expenses are incurred in Canadian dollars and financial statements are reported in Canadian dollars. The Company has implemented a hedging strategy to mitigate the FX risk going forward. Customer Concentration Risk: AT&T and Cricket Communications accounted for 20% and 66%, respectively, of TIO’s revenue in F2010, which indicates a high level of customer concentration. Based on management’s outlook, we believe that the degree of dependence will decline as the TIO expands its biller network and payment platforms. Sameet Kanade (416) 644-8123 Northern Securities Inc. 18 – TIO Networks Corp. April 11, 2011 Furthermore, AT&T and Cricket have been long-time partners of TIO Networks and we do not expect this relationship to be compromised. Infrastructure Risk: As demand for TIO’s services increases, the Company may be required to make changes to its systems architecture, resulting in possible interruptions in its services, which may impact customer satisfaction levels. Economic Risk: If the economic situation turns bearish, a decline in consumer spending may impact transaction volumes and revenue. However, we note that during unfavorable economic conditions, more customers may become cash-preferred and use TIO’s payment platform. Equity dilution risk: In the event TIO incurs CapEx costs for its selfserve kiosks; we expect an increase in CapEx to coincide with expansion of the Company’s footprint. Although the Company is also focused on its OEM strategy, which reduces CapEx spending, we highlight that additional financing may be needed to increase the number of locations. Conclusion and Recommendation Northern Securities Inc. Support by a strong management team, prudent fiscal discipline and rapid growth in transaction volumes, we believe TIO Networks in on the cusp of accelerated growth. We are initiating coverage with a BUY recommendation and target price of $1.00 per share, based on a DCF valuation. Sameet Kanade (416) 644-8123 April 11, 2011 TIO Networks Corp. – 19 Appendix I: Financial Statements Tio Networks Corp. Statement of Operations 2009 Q1-10 (Oct 09) Q2-10 (Jan 10) Q3-10 (Apr 10) Q4-10 (July 10) 2010 Q1-11 (Oct 10) Q2-11 (Jan 11) Q3-11E (Apr 11) Q4-11E (July 11) 2011E 2012E $21,471,403 $15,090,303 $5,158,030 $3,759,038 $5,511,536 $4,107,439 $8,351,687 $6,703,662 $8,749,941 $6,873,831 $27,771,194 $21,443,970 $8,591,194 $6,750,281 $8,727,255 $6,775,832 $8,964,432 $7,095,063 $9,143,171 $7,236,713 $35,426,052 $27,857,888 $45,083,463 $35,596,733 $6,381,100 29.7% $1,398,992 27.1% $1,404,097 25.5% $1,648,025 19.7% $1,876,110 21.4% $6,327,224 22.8% $1,840,913 21.4% $1,951,423 22.4% $1,869,370 20.9% $1,906,458 20.9% $7,568,164 21.4% $9,486,730 21.0% $4,019,704 18.7% $1,058,468 20.5% $1,014,675 18.4% $946,397 11.3% $1,172,597 13.4% $4,192,137 15.1% $1,074,387 12.5% $1,117,123 12.8% $1,195,322 13.3% $1,255,088 13.7% $4,641,919 13.1% $5,289,946 11.7% $774,743 3.6% $180,407 3.5% $180,039 3.3% $179,860 2.2% $210,043 2.4% $750,349 2.7% $197,208 2.3% $214,903 2.5% $218,127 2.4% $221,398 2.4% $851,636 2.4% $903,461 2.0% Sales & Marketing % of sales $1,149,150 5.4% $290,408 5.6% $279,269 5.1% $309,935 3.7% $262,598 3.0% $1,142,210 4.1% $239,757 2.8% $229,657 2.6% $235,398 2.6% $241,283 2.6% $946,096 2.7% $993,227 2.2% Operating Expenses $5,943,597 $1,529,283 $1,473,983 $1,436,192 $1,645,238 $6,084,696 $1,511,352 $1,561,683 $1,648,847 $1,717,770 $6,439,651 $7,186,634 $704,534 3.3% $1,385 0.0% $65,623 1.2% $214,991 2.6% $234,029 2.7% $516,028 1.9% $349,066 4.1% $389,740 4.5% $240,523 2.7% $208,688 2.3% $1,188,018 3.4% $2,400,096 5.3% $2,346,774 ($81,185) $331,874 $507,118 ($7,414) $58,293 $506,736 $15,380 $52,916 $481,470 ($37,396) $58,758 $27,311 ($39,602) $1,996,148 ($18,115) $241,024 ($17,143) ($42,739) $460,963 $7,845 $67,268 $0 ($3,868) $433,973 $20,416 $54,017 $1,180 ($1,410) $438,760 $0 $55,000 $0 $0 $441,308 $0 $55,000 $0 $0 Revenue Costs of product sales Gross Profit Gross margin % Expenses General & Admin % of sales Research and development % of sales EBITDA EBITDA margin Amortization FX Loss/(Gain) Interest Income/(Exense) Other Income/Loss Loss/(gain) on disposition ($7,755) $500,824 $11,315 $71,057 ($44,454) $0 ($992) ($2,145) EBT ($2,152,205) ($669,033) ($626,891) ($361,054) ($259,669) ($1,916,647) ($202,647) ($118,436) ($273,237) ($307,619) ($901,939) $364,219 Adjusted EBT ($2,152,205) ($669,033) ($626,891) ($361,054) ($259,669) ($1,916,647) ($202,647) ($118,436) ($273,237) ($307,619) ($901,939) $364,219 $12,644 (0.6%) $5,387 (0.8%) $5,736 (0.9%) $7,538 (2.1%) $37,415 (2.0%) $11,304 (5.6%) $11,417 (9.6%) $0 n/a $0 n/a $22,721 (2.5%) ($2,164,849) (10.1%) ($674,420) (13.1%) ($632,627) (11.5%) ($368,592) (4.4%) ($278,423) ($1,954,062) (3.2%) (7.0%) ($213,951) (2.5%) ($129,853) (1.5%) ($273,237) (3.0%) ($307,619) (3.4%) ($924,660) (2.6%) Reported Taxes Tax rate Net Income (cont.ops) Margin $18,754 (7.2%) $1,775,004 $28,261 $231,285 $1,180 ($5,278) $1,735,877 $0 $200,000 $0 $0 $0 n/a $364,219 0.8% EPS (basic) ($0.05) ($0.01) ($0.01) ($0.01) ($0.01) ($0.04) ($0.00) ($0.00) ($0.01) ($0.01) ($0.02) $0.01 EPS (f.d.) ($0.05) ($0.01) ($0.01) ($0.01) ($0.01) ($0.04) ($0.00) ($0.00) ($0.01) ($0.01) ($0.02) $0.01 ($2,164,849) (10.1%) ($674,420) (13.1%) ($632,627) (11.5%) ($368,592) (4.4%) ($278,423) ($1,954,062) (3.2%) (7.0%) ($213,951) (2.5%) ($129,853) (1.5%) ($273,237) (3.0%) ($307,619) (3.4%) ($924,660) (2.6%) $364,219 0.8% ($0.05) ($0.05) ($0.01) ($0.01) ($0.01) ($0.01) ($0.01) ($0.01) ($0.00) ($0.00) ($0.00) ($0.00) ($0.01) ($0.01) ($0.01) ($0.01) ($0.02) ($0.02) $0.01 $0.01 Adjusted Net Income Margin Adjusted EPS (basic) Adjusted EPS (f.d.) Shares o/s - basic Shares o/s - F.D. 46,117,711 46,117,711 46,343,151 46,343,151 46,348,712 46,348,712 46,403,205 46,403,205 ($0.01) ($0.01) 46,403,205 46,403,205 ($0.04) ($0.04) 46,382,913 46,382,913 46,443,340 46,443,340 46,443,340 46,443,340 46,493,340 46,493,340 46,543,340 46,543,340 46,480,840 46,480,840 46,668,340 46,668,340 Source: Company reports, NSI Sameet Kanade (416) 644-8123 Northern Securities Inc. 20 – TIO Networks Corp. April 11, 2011 Tio Networks Corp. Balance Sheet 2009 Q1-10 (Oct 09) Q2-10 (Jan 10) Q3-10 (Apr 10) Q4-10 (July 10) Current Assets Cash and equivalents Short term investments Restricted Cash Derivate Fin. Instruments Accounts receivable Receivable from US Bank & other partners Prepaid expenses and other assets Inventories $3,160,998 0 267,941 163,170 277,424 3,073,999 173,479 313,137 $2,648,205 $2,221,179 $2,455,195 $2,258,785 550,899 269,496 4,540,164 203,140 368,202 515,710 4,570 238,206 5,453,022 224,568 273,049 491,413 20,760 294,672 4,128,323 245,349 269,977 Total current assets 7,430,148 8,580,106 8,930,304 Property and Equipment Intangible Assets Deposit & Other assets 4,050,160 0 245,949 3,732,822 3,402,920 320,913 Total Assets 2010 Q1-11 (Oct 10) Q2-11 (Jan 11) Q3-11E (Apr 11) Q4-11E (July 11) 2011E 2012E 540,225 29,530 402,608 5,861,434 200,101 317,562 $2,258,785 0 540,225 29,530 402,608 5,861,434 200,101 317,562 $2,682,665 0 534,870 8,320 276,623 5,126,663 157,739 326,479 $2,672,162 0 496,089 0 233,226 2,892,580 137,550 360,292 $2,512,105 0 496,089 0 298,814 2,892,580 177,377 622,033 $2,684,351 0 496,089 0 355,568 2,892,580 180,918 634,452 $2,684,351 0 496,089 0 355,568 2,892,580 180,918 634,452 $4,180,597 0 496,089 0 492,590 2,892,580 253,392 888,608 7,905,689 9,610,245 9,610,245 9,113,359 6,791,899 6,998,998 7,243,957 7,243,957 9,203,855 3,107,739 2,750,397 168,856 1,975,277 0 96,740 1,295,209 408,162 2,338,371 0 124,363 1,636,517 447,154 2,750,397 0 168,856 96,740 96,740 1,295,209 0 96,740 109,333 0 96,740 $11,726,257 $12,633,841 $12,780,378 $11,421,590 $12,529,498 $12,529,498 $11,576,093 $8,863,916 $8,732,255 $8,635,906 $8,635,906 $9,409,928 Current liabilities Accounts payable & accrued liabilities Payable to deployment partners Derivate fin. Instruments Current portion of asset retirement obl. Current portion of leashold inducements Obligations under capital lease Customer deposit & def. Revenue 1,736,645 3,284,008 0 304,922 73,527 39,066 278,914 1,769,480 4,789,260 2,530 93,614 39,066 258,588 270,394 1,638,673 5,642,534 1,760,927 4,548,895 1,434,956 2,958,617 0 109,913 39,066 33,663 383,696 1,626,228 2,958,617 1,936,030 2,958,617 111,734 39,066 33,920 379,638 1,311,086 2,958,617 2,295 109,913 39,066 33,663 383,696 1,626,228 2,958,617 110,944 39,066 93,744 207,450 1,580,821 6,038,982 0 112,852 39,066 51,585 311,091 1,450,490 5,384,158 92,537 39,066 177,116 209,037 1,580,821 6,038,982 0 112,852 39,066 51,585 311,091 109,913 39,066 33,663 383,696 109,913 39,066 33,663 383,696 109,913 39,066 33,663 383,696 Total Current Liabilities 5,717,082 7,222,932 7,798,963 6,761,026 8,134,397 8,134,397 7,399,006 4,838,336 4,959,911 5,151,183 5,151,183 5,460,985 36,014 170,675 175,391 8,834 160,909 156,815 8,789 222,599 156,869 7,967 257,551 127,722 26,874 243,255 131,714 26,874 243,255 131,714 18,063 228,960 131,252 12,014 214,664 129,943 12,014 214,664 129,943 12,014 214,664 129,943 12,014 214,664 129,943 12,014 214,664 129,943 27,552,760 27,562,003 27,622,279 3,270,229 (25,738,638) 5,084,351 3,402,420 (26,371,265) 4,593,158 3,384,901 (26,739,856) 4,267,324 Obligations under capital lease Leashold inducements Asset retirement obligations Shareholders' Equity Capital stock Warrants Contributed surplus Deficit Total liabilities and share equity 27,552,760 259,312 2,879,241 (25,064,218) 5,627,095 $11,726,257 $12,633,841 $12,780,378 $11,421,590 27,624,151 0 3,387,387 (27,018,280) 3,993,258 $12,529,498 27,624,151 0 3,387,387 (27,018,280) 3,993,258 $12,529,498 27,624,151 27,624,151 27,624,151 27,624,151 27,624,151 27,624,151 0 0 0 0 3,406,892 3,406,892 3,426,892 3,446,892 3,446,892 3,546,892 (27,232,231) (27,362,084) (27,635,321) (27,942,940) (27,942,940) (27,578,721) 3,798,812 3,668,959 3,415,722 3,128,103 3,128,103 3,592,322 $11,576,093 $8,863,916 $8,732,255 $8,635,906 $8,635,906 $9,409,928 Tio Networks Corp. Statement of Cash Flow 2009 Net Income Cash flows from operations: Amortization of PPE Amortization of leasehold inducements Amortization of other assets Bad Debt Rent abatement recd Stock-based compensation Unlreaised loss of der.fin.instruements Gain/loss on disp of PPE Cash flows from operations Cash flows from investing Purchase of PPE Increase in deposits & other assets Disposal of PPE Cash flows from investing Cash flows from financing Shares issued Proceeds from capital lease Repayment of oblig. under Cap.lease Repayment of LT Debt Cash flows from financing FX impact Increase in cash and equiv Cash at beginning of period Change Ending Cash FCF Q2-10 (Jan 10) ($632,627) Q3-10 (Apr 10) ($368,592) Q4-10 (July 10) ($674,420) 2,372,420 (39,066) 0 14,838 20,537 267,031 (163,170) (7,755) 507,234 (9,766) 500,708 74,513 506,736 41,364 507,116 (145,177) 131,676 165,700 135,509 (7,100) (993) 3,158 (16,190) (2,144) 111,646 3,157 (8,770) (39,602) 794,844 702,637 532,924 2,464,835 Changes in non-cash working cap: Accounts receivable Restricted cash Receivable from US Bank & other partners Prepaid expenses Inventories Accounts payable and accrued liabilities Customer deposits & def revenue Unrealised FX gain loss Payable to deplyment partners Q1-10 (Oct 09) ($2,164,849) 2010 ($278,423) ($1,954,062) 428,370 2,021,794 (39,066) 467,374 (14,295) 440,384 (14,296) 438,760 111,646 273,500 133,640 (42,739) 19,505 21,210 (3,868) 10,615 (1,410) 2,458,775 489,926 (56,466) 24,297 1,324,699 (20,781) 3,072 122,253 (1,587) (23,122) (1,093,637) (107,936) (48,812) (1,733,111) 45,248 (47,585) (180,105) 103,641 (26,332) 1,490,085 (125,184) (272,284) (2,787,435) (26,622) (122,184) (155,824) 32,177 (56,943) 2,754,974 125,985 5,355 734,771 42,362 (8,917) (130,331) 68,547 (2,647) (654,824) 278,728 $443,060 (504,907) ($354,960) (759,325) ($254,612) (132,269) 239,306 43,231 (601,992) 77,093 48,050 ($476,849) 100,000 458,760 (245,580) ($60,057) (54,894) 44,493 4,279 (76,424) 27,623 1,410 (100,000) (100,000) (331,318) 72,116 5,689 (550,000) 0 0 ($6,122) ($47,391) ($100,000) ($100,000) ($253,513) ($550,000) (314,914) (26,274) (5,650) (31,924) ($268,189) ($26,274) ($5,650) ($31,924) ($263,116) ($189,067) ($174,934) 5,925 39,600 1,200 46,725 (303,775) (72,949) (77,900) (73,710) (90,355) ($132,424) ($72,949) ($71,975) ($34,110) ($89,155) (196,410) 59,505 31,825 (5,278) (262,902) $42,538 ($354,861) $2,455,195 (196,410) 2,258,785 ($487,229) 20,000 (3,541) (12,419) 191,271 (216,071) 38,992 2,145 234,016 20,000 (39,827) (261,741) 121,575 (65,500) (126,241) 2,674 (427,026) 1,735,877 47,040 44,136 2,968,854 19,183 (316,890) 43,112 72,605 (7,299) (3,080,365) (188,152) (74,964) (512,793) 1,787,826 (28,591) 1,845,287 (486,585) 43,478 88,246 (162,394) 441,308 (56,753) (235,994) ($165,984) $3,323,392 $3,160,998 $2,648,205 $2,221,179 (162,394) (512,793) (427,026) 234,016 3,160,998 2,648,205 2,221,179 2,455,195 ($99,270) ($364,880) ($231,484) $226,989 2012E $364,219 461,308 (297,152) ($176,728) 97,437 2011E ($924,660) (65,588) 87,329 $387,315 180,301 $456,276 435,293 Q4-11E (July 11) ($307,619) 43,397 38,781 2,234,083 20,189 (33,813) (139,404) 4,058 (4,652) (2,425,541) 31,290 35,189 (912,858) (21,428) (22,606) (130,807) (61,357) (6,691) 853,274 (62,424) Q3-11E (Apr 11) ($273,237) 7,928 (282,958) (1,466,165) (29,661) (55,065) 32,835 (8,520) (798) 1,505,252 $150,268 Q2-11 (Jan 11) ($129,853) 159,193 (124,468) (1,418,819) (41,057) 16,388 (106,335) 41,605 127,009 1,433,813 171,351 Q1-11 (Oct 10) ($213,951) 118,558 $272,246 1,835,877 (137,022) (72,474) (254,156) 309,802 (209,624) (153,850) $711,003 $2,046,246 97,437 (902,213) 423,880 $3,160,998 $2,258,785 (902,213) 423,880 2,258,785 2,682,665 ($856,604) $401,382 172,246 425,566 1,496,246 $2,682,665 $2,672,162 $2,512,105 (10,503) (160,057) 172,246 2,672,162 2,512,105 2,684,351 ($33,886) ($160,057) $172,246 (10,503) (160,057) $2,258,785 425,566 2,684,351 $379,685 $2,684,351 1,496,246 4,180,597 $1,496,246 Source: Company reports, NSI Northern Securities Inc. Sameet Kanade (416) 644-8123 April 11, 2011 Appendix II TIO Networks Corp. – 21 Current Shareholding Structure TIO’s shares are generally illiquid with the majority of shares comprised of institutional ownership. We note that four institutions hold ~30% of the Company’s shares, while management and insiders hold ~6%. We believe potential investors may have to accept the risk of short-term volatility created by certain types of market trades. Holder Name Shares Held % Held Management and Insiders 2,804,265 6.0% Inter-Atlantic Fund 6,276,300 13.5% Mawer Investment 1,627,049 3.5% Jemekk Capital 5,366,100 11.6% 575,367 1.2% Guardian Capital HSBC Investment Total 240,295 0.5% 16,889,376 36.3% Management and Insiders Shahbazi, Hamed 2,137,665 4.6% Nakhla, Joseph 230,000 0.5% Drury, Reid M 150,000 0.3% Shahbazi, Sam 98,100 0.2% Adler, Allan M 58,000 0.1% Lai, Derek 12,000 0.03% Ericksen, Chris 55,000 0.12% Yassin, Talal 35,500 0.08% Cawkell, Kenneth A 25,000 0.05% Gonzales, Roy (ex-employee) 3,000 0.01% 2,804,265 6.0% Total Sameet Kanade (416) 644-8123 Northern Securities Inc. April 11, 2011 Important Disclosures Applicable disclosure items: TIO Networks Corp. 1. 2. 3. 4. 5. 6. 7 8. 9. none Within the past 12 months, Northern Securities Inc. managed or co-managed a public offering of securities for the subject company. Within the past 12 months, Northern Securities Inc. received compensation for investment banking services from the subject company. Northern Securities Inc. is currently providing the subject company with investment banking services. Within the past 12 months, Northern Securities Inc. received compensation for products or services other than investment banking services from the subject company. Northern Securities Inc. is currently providing the subject company with non-securities services. Northern Securities Inc. and its affiliates collectively beneficially own 1% or more of the equity securities of the subject company. The research analyst or a member of the research analyst’s household has a long or short position in the shares of the subject company. The research analyst has visited the material operations of the subject company. The subject company provided a portion of the transportation and accommodation costs incurred during the visit of the material operations. The particulars contained herein were obtained from sources that we believe to be reliable but are not guaranteed by us and may be incomplete. The opinions expressed are based upon our analysis and interpretation of these particulars and are not to be construed as a solicitation of offer to buy or sell the securities mentioned herein. Northern Securities Inc. may act as financial advisor, fiscal agent or underwriter for certain of the companies mentioned herein, and may receive a remuneration for its services. Northern Securities Inc. or its officers, directors, representations, associates, may have a position in the securities mentioned herein and may make purchases or sales of these securities from time to time in the open market or otherwise. Northern Securities Inc. is a wholly owned subsidiary of Northern Financial Corporation. Investment Opinion Definition STRONG BUY: BUY: HOLD: SELL: SPECULATIVE BUY: NSI expects the share price to appreciate 30% or more over the next 12 months. NSI expects the share price to appreciate 10% to 30% over the next 12 months. NSI expects the share price to appreciate 10% or less over the next 12 months. NSI expects the share price to have a negative rate of return over the next 12 months. NSI expects the share price to appreciate substantially over the next 12 months, but with a high level of inherent risk. Note: Percentages are approximate and ratings are at the analyst’s discretion. Distribution of research ratings is available at www.northernsi.com Analyst Certification All of the views expressed in this report accurately reflect the personal views of the responsible analyst about any and all of the subject securities or issuers. No part of the compensation of the responsible analyst named herein is, or will be, directly or indirectly, related to the specific recommendations or views expressed by the responsible analyst in this report. Dissemination of Research Northern Securities Inc. endeavours to make all reasonable efforts to provide research simultaneously to all eligible clients via email. Additional distribution may be done by sales personnel via email, fax or regular mail. Please contact your investment advisor or institutional salesperson for more information regarding Northern Securities’ research. Material Disclosures The analyst responsible for preparing this research report receives compensation that is based upon various factors, including investment banking revenues of Northern Securities Inc. Northern Securities Inc. may receive or may seek compensation for investment banking services from all companies under research coverage within the next three months. Canada's Small Cap Investment Bank Research Sameet Kanade, CPA, MBA Nelson Mah, CA Matthew Zylstra [email protected] Technology, Head of Research Special Situations Mining Institutional Sales & Trading Rob Bruggeman Peter Kim Jonathan Thompson [email protected] Toronto Toronto Toronto Investment Banking Matthew Cipolla Craig Rogers 416-644-8174 416-644-8139 416-644-8141 145 King St. West Suite 2020 Toronto, ON M5H 1J8 Tel: (416) 644-8100 Fax: (416) 644-0270 [email protected] Toronto Toronto Private Client Group Frederick Vance Dave Murdoch John Kvellestad David Finley OFFICES 416-644-8123 416-644-8127 416-644-8109 416-644-8147 416-644-8187 [email protected] Toronto Vancouver Calgary Brandon 416-644-8155 604-668-1778 403-313-5989 204-728-2239 Suite 1110 400 Burrard Street Vancouver, BC V6C 3A6 Tel: (604) 668-1800 Fax: (604) 668-1816 Bamfield, BC Tel/Fax: (250) 728-3494 Tel: Fax: Kamloops, BC (250) 377-6900 (250) 372-8308 Tel: Fax: Peachland, BC (250) 826-5465 (250) 767-2788 444 Fifth Avenue SW Suite 300 Calgary, AB T2P 2T8 Tel: (403) 398-7390 Fax: (403) 313-5642 Member: Investment Industry Regulatory Organization of Canada; the Canadian Investor Protection Fund. 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