1OYEAR GENERAL INDUSTRY REPORT - Whitehorn Capital Inc.

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1OYEAR GENERAL INDUSTRY REPORT - Whitehorn Capital Inc.
GENERAL
INDUSTRY REPORT

1O  YEAR
    ANNIVERSARY

                  Q2 2020
1OYEAR GENERAL INDUSTRY REPORT - Whitehorn Capital Inc.
Case Study

The Shopify Surge
150 per cent - the increase in Shopify’s stock price this year as at June 30. Shopify’s increasing e-commerce dominance is fueled by its ability to provide
small and medium sized businesses worldwide with a user-friendly and cost-effective e-commerce platform.

E-commerce Solution
Ottawa based Shopify offers an avenue to build an e-commerce presence through a simple, four step process:

                                Start                              Sell                              Market                               Manage

                    •Branding (logo, company          •Online store                     •Content marketing & search              •Orders
                     name)                            •Point of sale                     engine optimization (SEO)               •Inventory fulfillment
                    •Online presence (web             •Existing websites / blogs        •Marketing campaigns (email,             •Payments
                     hosting, pictures, web           •Social media, online              Facebook ads, Google                    •Shipping
                     address)                          marketplaces                      Shopping etc.)
                    •What to sell (own products or                                      •Shopify Ping – messaging
                     browse from a list of products                                      app to interact with customers
                     for drop shipping)                                                 •Automate campaigns
                                                                                        •Marketing insights

In the past, laying down the foundations of an e-commerce store was not easy. With Shopify, merchants can offer their products and services online at an
affordable cost.
Shopify’s History
Before being a platform to build e-commerce stores, the original Shopify was a store known as Snowdevil. It was founded in 2004 to sell third party
snowboards online. After getting increasingly frustrated at the lack of available software in the early 2000s to launch their e-commerce snowboard shop,
the founders took matters into their own hands and launched Snowdevil via a Shopify barebone platform.
The initial response to Shopify itself was far more overwhelming than for the Snowdevil e-commerce store. The founders decided to shelf Snowdevil and
focus on assisting other merchants pursuing e-commerce instead. Shopify was officially launched in 2006.
Since then, Shopify has grown rapidly. We highlight several key milestones along the way in the timeline below:

  Shopify is                      Shopify powers                                  140,000 Stores and US                              Shopify generates over
   founded.                     15,000 active stores.                            $3.7 billion in retail sales.                       US $1 billion in revenue.

                   2009                                          2012                                               2015                                         May 2020

  2006                                  2011                                                2014                                              2018

           Shopify’s retailers net                     Shopify grows to power                                Shopify goes public                         Shopify briefly overtakes
          US $100 million in sales.                   40,000 stores; retailers sell                         with a US $1.3 billion                        RBC as largest company
                                                       US $740 million in sales.                                  valuation.                             in Canada by market cap.

Business Model
Shopify generates revenue in two ways:
A. Subscription model
Customers can choose between three subscription plans: Basic Shopify, Shopify and Advanced Shopify.

                           Basic Shopify                                         Shopify                                         Advanced Shopify
     Description           Basic features recommended for                        Additional features included,                   Advanced features for businesses
                           entrepreneurs starting new businesses                 recommended for growing businesses              seeking to scale
     Monthly pricing       US $29                                                US $79                                          US $299

Shopify also offers Shopify Plus, a subscription plan tailored to larger businesses with higher volume sales. Think of Shopify Plus as the enterprise grade
solution for e-commerce. The pricing of Shopify Plus varies by customer.

                                                                                                                               Q2 2020 General Industry Report                       2
Case Study

B.                           Merchant Solutions                                                                                                                                                                                                                                                   B.                   For customers of Shopify merchants
In addition to varying features, each subscription plan charges varying                                                                                                                                                                                                                           •Buy now, pay later option: Allows consumers to pay for products
payment processing fees. These consist of transaction fees, referral fees,                                                                                                                                                                                                                        •purchased in installments.
credit card rates and point of sale (POS) fees. As seen below, Shopify’s                                                                                                                                                                                                                          •Shopify POS: Customers have access to what merchants have available
merchant solutions revenue has seen an uptick along with the increase in                                                                                                                                                                                                                          •in-store via the website.
sales processed.                                                                                                                                                                                                                                                                                  •Local pickup: Enable merchants to offer customers curbside pickup
                                                                     Shopify Merchant Solutions Revenue by Quarter                                                                                                                                                                                services.
                                          350                                                                                                                                                                                                                                                     •Gift cards: Allows merchants to sell gift cards to their own e-commerce
                                                                                                                                                                                                                                                                                                  •stores.
     Merchant Solutions Revenue ($ mil)

                                          300

                                          250                                                                                                                                                                                                                                                     Business owners appreciate the company taking the initiative to introduce
                                                                                                                                                                                                                                                                                                  industry leading services to their e-commerce stores. They also witness the
                                          200
                                                                                                                                                                                                                                                                                                  impact of these offerings to the continued growth of their businesses over
                                          150                                                                                                                                                                                                                                                     time. This has enabled Shopify to build an entire e-commerce ecosystem that
                                                                                                                                                                                                                                                                                                  its loyal customer base increasingly relies on.
                                          100

                                           50
                                                                                                                                                                                                                                                                                                The chart below demonstrates the rapid adaptation of Shopify as businesses
                                            0                                                                                                                                                                                                                                                   seek to increase their e-commerce presence.
                                                Q2 2014
                                                          Q3 2014
                                                                    Q4 2014
                                                                              Q1 2015
                                                                                        Q2 2015
                                                                                                  Q3 2015
                                                                                                            Q4 2015
                                                                                                                      Q1 2016
                                                                                                                                Q2 2016
                                                                                                                                          Q3 2016
                                                                                                                                                    Q4 2016
                                                                                                                                                              Q1 2017
                                                                                                                                                                        Q2 2017
                                                                                                                                                                                  Q3 2017
                                                                                                                                                                                            Q4 2017
                                                                                                                                                                                                      Q1 2018
                                                                                                                                                                                                                Q2 2018
                                                                                                                                                                                                                          Q3 2018
                                                                                                                                                                                                                                    Q4 2018
                                                                                                                                                                                                                                              Q1 2019
                                                                                                                                                                                                                                                        Q2 2019
                                                                                                                                                                                                                                                                  Q3 2019
                                                                                                                                                                                                                                                                            Q4 2019
                                                                                                                                                                                                                                                                                      Q1 2020

                                                                                                                                                                                                                                                                                                                                                                                                        Gross Merchandise Volume (Us$ bil)
Shopify has successfully built a sustainable Software as a Service (SaaS)                                                                                                                                                                                                                                                       Number of Merchants and Gross Merchandise Volume in $ Billions
                                                                                                                                                                                                                                                                                                                  1,200,000                                                                       $70
                                                                                                                                                                                                                                                                                                Number of Merchants

business model on subscription fees and revenue growth based on customer                                                                                                                                                                                                                                                                                                              1,000,000
                                                                                                                                                                                                                                                                                                                                                                                                  $60
                                                                                                                                                                                                                                                                                                                  1,000,000
transaction volume.                                                                                                                                                                                                                                                                                                                                                         820,000
                                                                                                                                                                                                                                                                                                                                                                                                  $50
                                                                                                                                                                                                                                                                                                                      800,000
                                                                                                                                                                                                                                                                                                                                                                 609,000                          $40
                                                                                                                                                                                                                                                                                                                                                                                         $61.1
Anticipating Customer Needs                                                                                                                                                                                                                                                                                           600,000
                                                                                                                                                                                                                                                                                                                                                     375,000                                      $30
                                                                                                                                                                                                                                                                                                                      400,000             243,000                            $41.1                $20
Shopify’s competitive advantage is its ability to anticipate what customers                                                                                                                                                                                                                                                     145,800                           $26.1
                                                                                                                                                                                                                                                                                                                      200,000                         $15.4                                       $10
want and respond swiftly which has enabled the company to distinguish                                                                                                                                                                                                                                                            $3.8      $7.6
                                                                                                                                                                                                                                                                                                                           0                                                                      $0
itself from its competitors. Management understands the importance of being                                                                                                                                                                                                                                                     2014       2015        2016       2017       2018        2019

proactive to address customer needs for business sustainability and growth.

                        “We view Shopify Plus as a partnership. We felt the relationship
                        was the strongest it would be out of any player that we could have
                        chosen. We understood that the platform is continually going to get
                        better. At the end of the day, performance and everything aside, we                                                                                                                                                                                                      Q2 2020 Key Highlights
                        feel like we’re in this together.”
                                                                                                                                                                                                                                                                                                 •                     The federal government announced on June 16 that the Canada
                                                                                                                                                                                                                                                                                                                       Emergency Response Benefit (CERB) will be extended by eight weeks
                        Andy Lee, Senior Director – Digital Product Management, Staples
                                                                                                                                                                                                                                                                                                                       to a total of 24 weeks.
                        Canada.
                                                                                                                                                                                                                                                                                                 •                     Alimentation Couche-Tard dropped its US $5.6 billion acquisition for
                                                                                                                                                                                                                                                                                                                       fuel retailer Caltex Australia Ltd due to COVID-19. It plans to re-engage
In 2020 alone, Shopify introduced additional features and services to                                                                                                                                                                                                                                                  once there is more clarity on the global economic outlook.
make it even more convenient for its merchants. Some of the offerings are                                                                                                                                                                                                                        •                     In mid-June, UK based Cineworld cancels $2.15B acquisition of
highlighted below:                                                                                                                                                                                                                                                                                                     Cineplex Ltd., pointing to a deterioration in Cineplex’s business.
A. For Shopify merchants                                                                                                                                                                                                                                                                         •                     Canadian inflation was -0.2% in April month over month, the first time
                                                                                                                                                                                                                                                                                                                       since the 2009 recession that it went negative.
•Shopify Balance: Business accounts, similar to what traditional banks
                                                                                                                                                                                                                                                                                                 •                     Canada and the US extended border closures to July 21 at least.
•offer but with no monthly fees and no minimum balances.
                                                                                                                                                                                                                                                                                                 •                     On June 24, credit rating agency downgraded Canada’s AAA credit
•Shopify Card: Physical and virtual cards for merchants to buy inventory,
                                                                                                                                                                                                                                                                                                                       rating to AA+. The agency expects Canada’s Debt to GDP ratio to
•track spending or conduct ATM withdrawals.
                                                                                                                                                                                                                                                                                                                       increase from 88 per cent in 2019 to 115 per cent in 2020 due to
•Shopify Capital: Offering cash advances between $200k and $500k in
                                                                                                                                                                                                                                                                                                                       COVID-19 measures introduced.
•Canada and US$200k and US$1M in the US; $1B allocated to date.
•Collect tips: Merchants can collect tips from consumers online.
•Shopify POS: Offering merchants contactless payment hardware in
•physical retail locations post-COVID.

                                                                                                                                                                                                                                                                                                                                                     Q2 2020 General Industry Report                                          3
Canadian Retail

What’s Next For Canadian Retail
The Canadian retail sector was battered and                                                           Locations Closing Late 2019-2020 Q1 (Pre Pandemic)
beaten coming into 2020. The effects of online                            200
                                                                                                                                         175    600+
shopping, high household debt and reduced
consumer spending had the sector contracting by                           150                                                                                                         147
an estimated 1,000 retail locations and this was
                                                                                                                       119119
                                                                # of Stores

before pandemic related issues.
                                                                          100                                                              88
                                                                                                      76 76                     73 73
The COVID-19 pandemic has brought a series                                                    65 65                                                       60
of additional challenges: many retailers endured                                    44 44
                                                                              50                                                                                                          40
forced closure, reduced operating hours, restricted                                                            24 24
                                                                                                                                                    34         29
customer capacity all while covering rent payments,                                                                                                                           10 8
                                                                                                                                                                    2 2
severance and increased cleaning costs.                                        0Forever 21    Pier 1 Papyrus Bench     Bose   Things Bentley     Lowe’s   Bouclair Zellers      Ten    Stokes
                                                                                   Canada    Imports & Carlton Canada Canada Engraved              &                         Thousand
                                                                                             Canada    Cards                                      Rona                        Villages

                                                                                                                       Total Locations            Closing Locations
The sector is in the midst of the largest change since general stores made way for department stores. Despite record grocery sales, retail sales in Canada
plunged nearly 33 per cent in March and April 2020 – and March did not have a full month of forced pandemic closures. Overall, Canadians spent just
$47 billion at retailers in March and 34.7$ billion in April. April was the worst sales in one month since 2009. Statistics Canada expects May and June’s
numbers to rebound. Preliminary May numbers suggest a 19.1 per cent increase according to TD Economics.
Not all sectors are being punished. While many retailers deemed non-essential are on their heels and taking historic losses – the “essential services”
retailers that remain open are managing through over 20 per cent increases in sales in March and drops back to normal levels in April. Food & beverage
and general merchandise (non-food grocery and drug store items) experienced near record positive numbers in March. Motor vehicle and parts sales
dropped 44 per cent in April and fuel sales dropped 32 per cent. Clothing was down over 50 per cent in March and a further 70 per cent per cent in April.

                                                                              Summary Retail Sales: April vs February 2020
                                               30
                                               20
                                               10                                                                                                         22%
                                                0                                                                                        -13%
                                                      -70%                    -44%            -51%            -67%         -32%
                                              -10
                               Sector Sales

                                              -20
                                              -30
                                              -40
                                              -50
                                              -60
                                              -70
                                              -80    Clothing      Motor Vehicle Furniture Hobby, Book Gas Stations Food &                           General
                                                      Stores        and Parts     and Home and Music                Beverage                        Merchandise
                                                                     Dealers     Furnishings Stores

But the Sector is Hanging On
The general economic data is catastrophic. It now appears likely that the Canadian economy will retreat by about 20 per cent (annualized) in the Q2-2020
and the national unemployment rate spiked to just under 14 per cent in April, compared to eight per cent in March and about triple the 12-month average of
5.7 per cent.
Industry experts suspect nearly all “non-essential” retailers have sustained significant losses over the last couple of months and are expected to continue to
manage puny profits for many months to come. Authorities are slowly easing restrictions across the economy and many provinces have cautiously reopened
retail establishments but at reduced capacity and with increased costs for cleaning and staffing. All retailers will need to adapt to survive. Since mid-March,
many firms have been forced to cut their employee base, close locations and some using bankruptcy protection to hold off their creditors. Experts believe
these formal announcements are the “tip of the iceberg” and most major retailers are currently planning “restructuring” of some kind.

                                                                                                                                                 Q2 2020 General Industry Report                4
Canadian Retail

                                   Retail Store Closures Since the Pandemic                                What’s Next for Retailers
                   250
                                                                                                           What has been an unprecedented few months are likely to
                          205                                                                              continue through the summer and into the Christmas season for
                   200                                                                                     many Canadian retailers. The next chapter for Canadian retail
                                                                                                           looks to have red ink, lots of work for insolvency professionals
     # of Stores

                   150                                                                                     and changes like we have not witnessed. The sector has
                                                                                                           weathered many a storm over the past few decades and
                   100                                                                                     ultimately it will survive this one as well. While these times
                                 72
                                                                                                           will pose many challenges, they will also present enormous
                    50                     38              48
                                                                          31                               opportunities.
                                                 13             21
                                                                                7         5    5
                     0
                         Leons/ Brick    Victoria Secert Nando’s Canada Henry’s Camera   Army & Navy
                                             Canada                         Store
                                        Total Locations         Closing Locations

        “Some retailers will hold off filing for bankruptcy until physical stores are permitted to open so that clearance sales can commence”
                                                 — Henry Louis, the Editor-in-Chief of Insolvency Insider

What Can a Retailer do to Survive and Thrive?
1.                 Get Online                                     2.     Make Changes to Improve Efficiency                         3.    Consolidation
Online platforms have been important for                          Retail business have limited resources, now more than             The sector is dominated by a handful
many years, but they are no longer ancillary.                     ever. They need to have good people, excellent systems            of conglomerates. Many of these
All retailers need an efficient online platform                   and a measurement and review process in place that                groups hold grocery and “essential
that is consistent with their brand and physical                  provide instant reviews and feedback to the management            retail” at their core. While portions of
shopping experience to remain engaged with                        of the business. Are sales associates dealing directly with       their business are undoubtedly hurting,
customers. If your online experience is second                    customers (online and in the store)? Are customers visiting       it would appear their core businesses
rated, customers are likely to try elsewhere.                     your site buying product? How does the inventory look –           are thriving. When certain sectors of an
Hence, the recent stock market success of                         what is selling for a profit? Any “boat anchors”? Sometimes       industry thrive while others stagnate or
Shopify. Its e-commerce platform and channels                     the answers to these questions are not always easy but now        decline – the door for M&A opens wide.
are critical to retail success today and is no                    is the time to embrace change and implement innovative
longer a secondary sales strategy.                                systems and management tools to optimize the business.

 It is near certain the current period of change will be followed by significant M&A activity. The large players in the sector have cash and strong businesses.
They will seek to bolster their market share and add businesses they see as good value with positive long-term prospects.

                                                                          In The End - Are You a Buyer or Seller?
                                                                          Times of uncertainty and reduced profits are rarely the right time to sell your business. However,
                                                                          sometimes the best time to sell is when the owners are ready. If you are not embracing the current
                                                                          challenges, let’s have a call. We can give you an unbiased opinion on your prospects in the
                                                                          market.
                                                                          On the other hand, perhaps you see opportunity at every turn and do not have the capital or
                                                                          the resources to act on them all. Let’s have a call. We can support you to ensure the next big
                                                                          opportunity is not missed.
                                                                          We wish you and your business the best during this remarkable transition period. We are here
                                                                          to help now or whenever you need support with a transaction or just managing through some
                                                                          financing, projections, banking or other challenges.

                                                                                                                                Q2 2020 General Industry Report               5
North American
                                                              Mergers & Acquisitions

Whitehorn has been actively tracking M&A activities in various sectors. The majority of transactions tracked in Q2 involved acquiring companies
seeking to diversify product and service offerings, as well as looking to expand geographically.

 Sector                Date          Acquirer                              Acquirer Location Target                                      Target Location
 Health Care Supplies April 2020     Micron Waste Tech Inc.                Vancouver, BC             COVID Technologies Inc.             Vancouver, BC
                                     $3 million acquisition of surgical appliance and personal protective equipment manufacturer to further diversify
                                     business.
 Accommodation         May 2020      BC government                         Victoria, BC              Comfort Inn & Suites                Victoria, BC
                                     $18.5 million acquisition of 440 rooms at hotels, motels and other facilities located in Victoria to provide more
                                     affordable housing and accommodation for homeless people.
 Industrial Services   May 2020      Thermogenics Boilers Inc.             Aurora, ON                Yowns Boiler Service Inc.           Jacksonville, FL

                                     Acquisition of full service boiler and industrial process burner company providing sales, service, installation and repairs
                                     for boilers, pressure vessels, piping systems and industrial combustion applications.
 Cleaning Supplies     May 2020      Softlab9 Software Solutions Inc.      Vancouver, BC             Cleango Greengo Inc.                Calgary, AB
                                     (CNSX:SOFT)
                                     $3.8 million acquisition of long lasting disinfectant technology developer and manufacturer that is eco-friendly and
                                     biodegradable.
 Industrial Services   June 2020     Brandt Industries Ltd.                Regina, SK                GeoShack Canada Co.                 Concord, ON

                                     Acquisition of GPS, lasers, survey equipment sales and services provider serving the construction, survey, engineering
                                     and agricultural industries to increase product line and presence in Ontario and Quebec.
 Mobility              June 2020     National Seating & Mobility Inc.      Nashville, TN             Active Mobility Products Ltd.       Kelowna, BC
                                     Acquisition of mobility and accessibility solutions manufacturer and wholesaler to strengthen presence in British
                                     Columbia.
 Packaging Services    June 2020     Fulcrum Capital Partners Inc.         Vancouver, BC             Belvika Trade & Packaging Ltd. Mississauga, ON
                                     Acquisition of outsourced packaging services provider primarily serving the confectionery and snack foods end
                                     markets.
 Logistics             June 2020     Aevitas Inc.                          Ayr, ON                   Fast Lane Freight Services Inc.     Winnipeg, MB
                                     Acquisition of open deck carrier and freight logistics provider operating across North America by environmental
                                     services company.
 Publications          June 2020     NextHome                              Vaughan, ON               Homes Publishing Group              Stouffville, ON
                                     Acquisition of real estate media provider to strengthen market position via digital and content offerings.

 Waste Solutions       June 2020     GFL Environmental Inc.                Vaughan, ON               Portfolio of US based waste         US
                                     (TSX:GFL)                                                       disposal assets
                                     US $835 million acquisition of a portfolio of integrated solid waste collection, transfer, recycling and disposal assets
                                     across 10 states to expand its US footprint.

                                                                                                                Q2 2020 General Industry Report                    6
Whitehorn Merchant Capital is an independent, Western Canadian financial advisory firm
that provides business owners and management teams with crisis advisory services, capital
raising, acquisition, and sale of business transaction solutions.

Our Services

Whatever milestone transaction you are considering, Whitehorn’s leaders can guide you through the
process. We have the network in your industry and the experience to implement a tailored, effective
strategy for you and your business.

Crisis Advisory Services:
Whitehorn can help you and your business with cash flow budgeting, stakeholder communication and negotiations, financing
alternatives, recovery plan development and more. Contact us today if you have any questions or wish to discuss your
situation more.

         Financing                  Sale of Business                Acquisitions                  Management Buyout

The Whitehorn Advantage

Transaction Management                                          Industry Focused Network
Whitehorn’s senior professionals will lead your transaction     Whitehorn knows the buyers and investors in your industry.
from initiation to closing. We will support you and your        We know which strategic and financial parties are active in
transaction so you can ensure your business performs            the market today, the transactions they’ve done, what they
through closing, which is critical to obtaining an industry     want, and what they’re willing to do.
leading valuation.

Marketing and Presentation                                      Maximizing Value
Whitehorn creates comprehensive, industry leading               Maximizing your value maximizes our value. By presenting
marketing materials which help buyers and investors             your business in the best way possible, to the most motivated
understand your business, your competitive advantages,          buyers and investors, we will add significant value to your
growth potential, and unique value proposition.                 transaction.

Contact Whitehorn today for expert advice on accessing capital,                       Whitehorn Merchant Capital Inc.
                                                                                      Suite 270, 333 - 24 Avenue SW
planning for business growth, and addressing business succession.                     Calgar y, Alber ta T2S 3E6
We look forward to helping you reach the achievement of your goals.                   403-718-9860 | www.whitehorncapital.com

                                                                                         Q2 2020 General Industry Report        7
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