E-Commerce is benefiting from the current economic situation and we expect the E-Commerce perception to strongly improve - GCA Altium
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E-Commerce is benefiting from the current economic situation
and we expect the E-Commerce perception to strongly improve
May 2020
The coronavirus will provide a long-term boost for
online retailers … ”
GCA Altium anticipates a strong increase in E-Commerce M&A activity when
the crisis eases, as investors / buyers are realizing the attractiveness of the sector
and want to invest / buy. The overall M&A market will lack attractive assets,
as most companies will have suffered from the crisis and will need months to recover
TABLE OF CONTENTS
1 Positive COVID-19 impact on E-Commerce
2 GCA Altium is the #1 E-Commerce M&A advisor
3 Get in contact
4 Appendix: Valuation overview
3
HOW E-COMMERCE IS BENEFITTING FROM THE CURRENT SITUATION
Positive development across most product verticals We see impact on three levels
Revenues /
• Strong growth since end of February 2020
Strong growth in orders … KPIs
• KPIs strongly improving (CAC, re-purchase, AOV, etc.)
• Growth for most product categories
(except for luxury and few others)
… driven by first-time customers and increased
re-purchase rate of existing customers … Market • Offline players: We got approached by some traditional
… expected to result in lasting change in
perception retailers which now decided they need to strengthen
E-Commerce inorganically
consumer behavior … • Consumers: Broadening customer base is here to stay
due to convenience, speed. However, risk that current
delivery lags in logistics might damage reputation
… and outperformance of 2020 budget • Brands/producers: Looking to partner with E-Commerce
players as stores are closed. Better relationship will lead
to better access going forward, also to key brands
• PE investors: Growing interest, but targets need to
be profitable
• Regulators are pushing/supporting E-Commerce as vital
Regulatory
to provide supply for inhabitants
• We expect the positive environment for E-Commerce
to continue post COVID-19
GCA Altium expects E-Commerce market perception from all stakeholders to strongly improve
4
E-COMMERCE IS OUTPERFORMING STOCK MARKETS
DAX and S&P 500 performance YTD vs. selected marketplace and E-Commerce players
120% Dax S&P 500 Marketplaces E-Commerce
Better performance
110% compared to DAX / S&P 500
100%
90%
Uptick Performance
Low
80% from low since Jan-2020
DAX (36.9%) 24.0% (21.8%)
70%
S&P 500 (31.3%) 27.1% (12.7%)
Marketplaces (27.2%) 37.3% 0.0%
60%
E-Commerce (26.1%) 48.2% 9.5%
50%
1-Jan 8-Jan 15-Jan 22-Jan 29-Jan 5-Feb 12-Feb 19-Feb 26-Feb 4-Mar 11-Mar 18-Mar 25-Mar 1-Apr 8-Apr 15-Apr 22-Apr 29-Apr 6-May
Wider subsector performance: 02-Jan-2020 to 04-May-2020
9.5% 0.0%
(12.5%) (12.7%) (20.3%) (21.4%) (21.8%) (24.8%) (25.3%) (34.7%) (45.4%)
E-Commerce Marketplaces Payment S&P 500 Gambling Classifieds DAX Social Diversified Content Travel
Networking & Portals Monetization
Outperforming Underperforming
Note: Performance based on closing levels as of 02-Jan-2020
Source: Capital IQ as of 04-May-2020 5
YTD DEVELOPMENT OF VALUATION LEVELS
EV/Sales and EV/EBITDA NTM1) multiples have fully recovered
EV/Sales First COVID-19 US tops 1m
1.1x cases in Europe US/DE order closure COVID-19 cases 7.0x
WHO declares COVID-19
international emergency of stores, bars, pubs “Amazon to hire 75k
more workers to cope 1.0x
1.0x IT imposes US passes 6.0x
with demand”3)
national lockdown CARES Act2) 5.4x
0.9x 5.0x
0.8x 4.0x
02-Jan 04-May Delta
0.7x Marketplaces 5.1x 5.4x 7.1% 3.0x
WHO officially declares
E-Commerce 0.9x 1.0x 17.5% COVID-19 a pandemic
Marketplaces
E-Commerce
0.6x 2.0x
1-Jan 8-Jan 15-Jan 22-Jan 29-Jan 5-Feb 12-Feb 19-Feb 26-Feb 4-Mar 11-Mar 18-Mar 25-Mar 1-Apr 8-Apr 15-Apr 22-Apr 29-Apr 6-May
EV/EBITDA
20.0x 26.0x
18.0x 17.9x 24.0x
22.8x
22.0x
16.0x
20.0x
14.0x
02-Jan 04-May Delta 18.0x
12.0x Marketplaces 21.9x 22.8x 4.1%
16.0x
E-Commerce 15.7x 17.9x 14.4%
10.0x 14.0x
1-Jan 8-Jan 15-Jan 22-Jan 29-Jan 5-Feb 12-Feb 19-Feb 26-Feb 4-Mar 11-Mar 18-Mar 25-Mar 1-Apr 8-Apr 15-Apr 22-Apr 29-Apr 6-May
Note: Delta calculation based on actual multiples, not rounded to one decimal; 1) NTM = Next twelve months; 2) USD 2tn Coronavirus
Aid, Relief, and Economic Security Act; 3) Financial Times, 13-Apr-2020
Source: Capital IQ as of 04-May-2020 6
MEDIA AND ANALYSTS EXPECT A BOOST OF E-COMMERCE BUSINESSES
7
GCA ALTIUM EXPECTS INCREASING INTEREST FROM PE & STRATEGICS IN THE NEXT MONTHS
Selected private equity Selected strategic buyers
Raised large amounts of funds that need to be deployed
Very acquisitive pool of strategic buyers realizing
and the post COVID-19 environment will lack
importance of E-Commerce
attractive assets
GCA Altium has direct access to decision makers at the above mentioned strategic and financial investors and is
in regular contact with them. We anticipate a window of opportunity for E-Commerce assets
8
TABLE OF CONTENTS
1 Positive COVID-19 impact on E-Commerce
2 GCA Altium is the #1 E-Commerce M&A advisor
3 Get in contact
4 Appendix: Valuation overview
9
GCA ALTIUM – A STRONG M&A BRAND WITH THE RIGHT VALUES ...
What you might know about us … … and what you don’t know about us
We care
about people
ESG mindset Community Culture
25 >490 >145
OFFICES ACROSS M&A TRANSACTIONS
THE WORLD PROFESSIONALS PER YEAR Minimizing plastic waste Various charity events GCA Altium events strengthen
with water dispensers around Europe corporate culture and foster
and glass bottles innovation and teamwork
Trusted relationships with founders
157 49 50%
3x 3x
E-COMMERCE, 3x
PE DEALS IN CONSUMER & CROSS-BORDER
LAST 2 YEARS RETAIL DEALS IN TRANSACTIONS 2x
LAST 2 YEARS
10... IN 25 OFFICES AROUND THE WORLD ...
Combination of local presence and global expertise
Stockholm
Leeds
Manchester
Birmingham
London
Frankfurt Kazuo Sakairi Akikazu ‘Kaz’ Ida
John Lambros Zurich Munich • Executive Officer of GCA with • Head of TMT and member of
over 25 years of M&A the Executive Committee
• Member of GCA’s Board of Lausanne Milan experience in Japan
Directors
• Prior to joining GCA, Kazuo Tokyo
Osaka• Prior to joining GCA, Kaz
• Prior to joining GCA, John New York Tel Aviv worked for The Bank of Tokyo Nagoya
worked for UBS and Dresdner
worked for Morgan Stanley in New Delhi
(“MUFG”) Fukuoka
San Francisco New York Kyoto Wasserstein
Kleinwort
Shanghai
Taipei
Mumbai
Ho Chi Minh
Singapore
Daphne Cheng
Joshua Wepman • 20 years M&A experience in
Industrials
• More than 20 years of M&A
experience Sunil Mehra • Prior to joining GCA, Daphne
worked for KPMG Deal
• Prior to joining GCA, Josh • More than 20 years of M&A Advisory
worked for Jefferies in Boston experience in Industrials
• Prior to joining GCA, Sunil
worked for MAPE advisory and
Standard Chartered
~100 ~200 ~190
M&A M&A M&A
professionals professionals professionals
in the US in Europe in Asia
GCA Altium is a leading advisor to growth companies in Europe with a dedicated global team, ensuring an
unparalleled global financial and strategic investor coverage
11... BEING THE #1 E-COMMERCE ADVISER ...
The right partner with excellent deal momentum
Leading advisor for Internet & E-Commerce transactions1)… Dedicated global E-Commerce coverage…
# Advisor Deal volume
(# of deals)
1 27
2 13
Alexander Thomas Martin Tobias Moritz von Alessandro
3 11 Grünwald Egli Larsson Schultheiss Bodmann Soprano
4 10
5 8
6 8
7 8
8 7 Hugues Sam Simon John Joshua Akikazu
Archambault Fuller Lord Lambros Wepman Ida
9 6
10 6
…with extensive coverage of the Digital Media & Internet sector ...and strong relationships with renowned players in the industry
Quarterly sector reports covering all key sub-sectors
E-Commerce Online Marketing
Marketplaces Online Printing
Online Travel Gaming
Classifieds Lead gen
Notes: 1) “Internet / E-Commerce” league table in the DACH-region 2013 until Apr-2020
Source: Mergermarket 12EXPERIENCE IN CONSUMER & E-COMMERCE, SPORTS AND DIGITAL MEDIA
Selected transactions
Consumer & E-commerce Sports & leisure Digital media
Online
Children Online HQ Kitchen & Online golf Sensual Online bike Insurance education Insurance
diapers retailer pictures home hub equipment wellness toys retail marketplace portal marketplace
Online mobile
Audio systems Online optical & fashion Online travel Sports Multi-channel Insurance Online job Online B2B
for children retail chain retailer agency equipment streetwear marketplace classifieds classifieds
Advisor to iDeal
Online Online real
Online Luxury watch furniture Experience Online bike Online sport estate Online career Online
perfumery manufacturer retailer gifts retail fashion retail classifieds portal classifieds
Online fashion Online fashion Online fashion Online Online board Online sports Online Insurance Online
outlet retail retail specialty sports sports retail nutrition retail classifieds marketplace marketplace
Note: Flag to the left: target; flag to the right: acquirer 13WHAT BUYERS ARE LOOKING FOR
Our experience from recent deals Key criteria for E-Commerce buyers
Growth
P P P P
Sustainable
double digit growth
Profitability
P P P (P)
Double digit (cash)
EBITDA margins
Customers
P P P P
Attractive cohorts (low
churn, high purchase
What excites PEs What excites trade buyers frequency, low CAC)
Credibility with customers Sourcing
Access to loyal
Superior customer
P P P P
Gross margin development /
customer base share of private label
economics
Additional distribution
High top-line growth AND
channel
strong profitability
Market leading position Credibility
USP against Amazon and
Strong digital capabilities
P P P P
Credibility within its
Zalando customer group key for
Truly international footprint
Strong management team investors
14KEY METRICS FOR E-COMMERCE MODELS …
KPIs to be prepared and presented to potential buyers
Key Metrics
Market trend Traffic Shop/front-end Conversion Customers After sales
Focus of analysis: Focus of analysis: Focus of analysis: Focus of analysis: Focus of analysis: Focus of analysis:
• What are you • What are the sources • Benchmarking of • How are conversion • How high is the • Handling time, picking
expecting in terms of of your traffic (paid, TV load times for rates developing repurchase rate of & shipping costs,
overall market growth? and related marketing specific searches across traffic sources? existing customers? expandability?
• How is your market vs. unpaid)? vs. key competitors • How is cancellation • How high is the • What is share of orders
segment benefiting • What are the CPCs for • What is the exclusive rate developing? churn rate? delivered the
from the ongoing the paid channels? (if any) and total # • How high is the • New customers next day?
online growth? • How does the high of products? drop out rate? acquired on average • Share of drop shipping?
• What is your brand credibility • Technology of • Do you have per month? • How is number of
market share? drive direct traffic? front-/back-end retargeting measures • Main traffic source for SKUs developing?
• What are your key • What is your net and how scalable and in place for customers new customers? Level of working
competitors? promoter score (NPS)? state-of-the art is it? having dropped out capital requirements in
• How high is the
• How do you • How is traffic • How good is the before completing their AOV/CAC (split by new order to ensure high
differentiate from developing and what is filtering function? order? vs. existing customers)? availability?
competitors? the split of the • How mobile ready • Do you track (in-house) • Are older cohorts • How high is the share
sources there? is the website? customer service KPIs spending more? of units in stock?
• Mobile share in traffic? (response-time etc.)? • How high is the share
• Are there differences
• How high is the CPO? on a country by of returned goods?
country basis? • What customer
• Customer satisfaction support KPIs are you
tracking?
15… AND WHAT BUYERS FOCUS ON IN M&A PROCESSES
Questions that need to be addressed in buyer-related documents and meetings
• Internationalization strategy historically and going forward
• Development of online/offline share historically and in the future
Strategy • Lay out key initiatives of future growth plan. Any (new) offline stores planned?
• Profitability of home/core market vs. international operations (P&L by country)?
• KPI benchmarking with peers?
Competition • Market shares in respective countries?
• How do you differentiate yourself from potential competitors (e.g. Amazon and Zalando)?
• How dependent is the company on management team?
Management/
• Is management willing to reinvest?
ownership • Willingness for financial/trade buyer?
• What are sourcing conditions and what is “secret sauce”?
Products/brands • Explain your relevant competence, product strategy specialization, best brands, price point, etc.
• What are the capabilities of your data warehouse (CRM, ERP, marketing and purchasing tools)?
Technology • How do management dash boards and KPI information on real-time basis look like?
• Technology stack: scalable, mobile ready, proprietary and state-of-the art?
• Source of traffic (direct, search engine (organic/paid), referrals, email, mobile share, CPC, NPS)
Customers/marketing • Profound understanding of cohort analysis (# orders, # customers, churn, AOV, repurchase), monthly CLTV and CAC
• What is the focus of your marketing efforts online and offline?
• Understanding of which products stored in own warehouse vs. drop shipping (if any)
• Current outbound/inbound/storage capacity utilization levels vs. maximum capacity
Logistics/warehouse • How scalable and up-to-date is your logistics center?
• What is your strategy in regards to inventory levels, SKU, units in stock and what are the associated risks?
• Elaborate on unit economics of detailed bottom-up growth plan
• How do you expect to generate further operating leverage?
Financials • NWC development – show DIO, DSO and DPO development and explain monthly peaks
• Cash conversion/current leverage and debt capacity
16TABLE OF CONTENTS
1 Positive COVID-19 impact on E-Commerce
2 GCA Altium is the #1 E-Commerce M&A advisor
3 Get in contact
4 Appendix: Valuation overview
17GET IN TOUCH
Mario Schlup, Director Guido Viggiani, Analyst
Alexander Grünwald, Co-Head Europe Thomas Egli, Managing Director
• Member of GCA’s Board and • Head of Digital, Media & Internet
Co-Head of Europe Europe
• Prior to joining GCA, Alex • Prior to joining GCA, Thomas
managed Marchfifteen, Austria's worked for Deutsche Bank in
leading media and technology Frankfurt and London on
fund cross-border M&A transactions
• Graduated from WU Vienna and • Graduated from the University of
Boston University St. Gallen
Alexander.Gruenwald@gcaaltium.com Thomas.Egli@gcaaltium.com
+41 43 499 43 47 +41 43 499 43 41
+41 79 620 00 93 +41 79 418 71 13
18WHY GCA ALTIUM IS THE IDEAL PARTNER FOR E -COMMERCE M&A
#1 M&A advisor
for consumer &
E-Commerce transactions
Outstanding value
realization track Strong sell-side brand
record also in very signaling a quality asset
challenging times
Global team
Direct global personal
with expansive networks and the
access to key
ability to “emotionally” position
decision makers
our clients with potential buyers
19CONTACT US
Birmingham ∙ UK Frankfurt ∙ Germany Leeds ∙ UK Lausanne ∙ Switzerland London ∙ UK
Suite 203, Somerset House Thurn-und-Taxis-Platz 6 Suite 19, 4th floor Avenue des Alpes 5 1 Southampton Street
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B2 5DP Birmingham +49 69 204 34 6410 LS1 5AB Leeds +41 21 552 0314 +44 20 7484 4040
+44 121 393 5066
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+91 22 6106 9000
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+81 6 6456 4306 Shanghai 200040 +65 6455 3051 Tokyo 100-6230
+86 21 3107 6056 +81 3 6212 7100
20TABLE OF CONTENTS
1 Positive COVID-19 impact on E-Commerce
2 GCA Altium is the #1 E-Commerce M&A advisor
3 Get in contact
4 Appendix: Valuation overview
21VALUATION OVERVIEW – E-COMMERCE AND MARKETPLACES
1 2
E-Commerce Marketplaces
EV/Sales ‘20 1.0x EV/Sales ‘20 5.4x
Sales CAGR '19-'21 +13.2% Sales CAGR '19-'21 14.8%
EV/EBITDA ’20 18.2x EV/EBITDA ’20 22.8x
EBITDA margin 2.9% EBITDA margin 15.6%
Multiples have remained broadly constant despite COVID-19 and will benefit mid-term
221 VALUATION OVERVIEW
E-Commerce
MV EV EV/Sales EV/EBITDA EBITDA margin Sales
Company Country (EURm) (EURm) 2019 2020 2021 2019 2020 2021 2019 2020 2021 CAGR
E-commerce
Amazon.com US 1,058,403 1,084,858 4.2x 3.4x 2.9x 32.7x 26.8x 19.1x 12.9% 12.8% 15.3% 20.1%
JD.com CN 56,835 53,670 0.7x 0.6x 0.5x 37.8x 23.7x 15.5x 1.9% 2.6% 3.3% 18.4%
Ocado Group GB 13,507 13,352 6.7x 5.9x 5.2x n/m n/m n/m (2.3%) 1.1% 3.6% 13.6%
Wayfair US 11,601 12,868 1.5x 1.3x 1.1x n/m n/m n/m (9.0%) (4.2%) (2.1%) 20.0%
Rakuten JP 10,638 11,382 1.0x 0.9x 0.8x 12.8x 11.3x 7.1x 8.2% 8.2% 11.2% 15.1%
Zalando DE 11,180 10,695 1.6x 1.6x 1.3x 41.7x 37.4x 21.3x 4.0% 4.2% 6.0% 13.9%
Vipshop CN 9,215 8,384 0.7x 0.7x 0.6x 10.0x 8.5x 6.9x 6.9% 7.9% 8.7% 7.4%
ZOZO JP 4,622 4,523 4.4x 3.9x 3.6x 19.7x 15.7x 14.0x 22.2% 25.0% 25.6% 10.3%
boohoo group GB 4,338 4,102 3.2x 2.7x 2.0x 35.8x 32.3x 21.3x 8.9% 8.5% 9.4% 26.0%
ASOS GB 2,739 3,293 1.0x 1.0x 0.8x 32.9x 35.3x 13.6x 3.1% 2.9% 6.1% 9.8%
Zur Rose Group CH 1,429 1,579 1.2x 1.0x 0.8x n/m n/m 83.1x (5.2%) (1.0%) 1.0% 21.1%
1-800-FLOWERS.COM US 1,159 1,099 0.9x 0.9x 0.8x 14.5x 13.6x n/a 6.4% 6.5% n/a 7.4%
Shop Apotheke Europe NL 999 1,035 1.5x 1.2x 0.9x n/m n/m 89.3x (3.7%) (0.1%) 1.0% 26.4%
zooplus DE 805 823 0.5x 0.5x 0.4x n/m 47.2x 25.7x (0.8%) 1.0% 1.7% 12.3%
PetMed Express US 687 592 2.4x 2.1x 2.1x 19.8x 18.2x 17.4x 11.9% 11.6% 12.1% 5.9%
AO World GB 383 477 0.4x 0.4x 0.4x 63.9x 27.4x 17.5x 0.6% 1.4% 2.0% 7.8%
Kogan.com Ltd AU 439 421 1.7x 1.3x 1.4x 21.5x 16.3x 15.6x 7.8% 8.2% 8.9% 10.2%
Boozt (publ) SE 312 339 1.1x 1.0x 0.8x 26.5x 17.1x 11.1x 4.0% 5.8% 7.5% 13.2%
Delticom DE 32 119 0.2x 0.2x 0.2x n/m 8.1x 5.9x (2.5%) 2.2% 2.8% 6.7%
home24 DE 88 92 0.2x 0.2x 0.2x n/m n/m 7.3x (8.2%) (1.7%) 2.6% 13.9%
Westwing Group DE 79 33 0.1x 0.1x 0.1x n/m n/m n/m (11.2%) (2.7%) 0.0% 7.0%
Average 56,642 57,797 1.7x 1.5x 1.3x 28.4x 22.6x 23.0x 2.7% 4.8% 6.3% 13.6%
Median 1,429 1,579 1.1x 1.0x 0.8x 26.5x 18.2x 15.6x 3.1% 2.9% 4.8% 13.2%
Note: EV/EBITDA below 0.0x or above 100.0x considered not meaningful (“n/m”)
Source: Capital IQ as of 04-May-2020 232 VALUATION OVERVIEW
Marketplaces
MV EV EV/Sales EV/EBITDA EBITDA margin Sales
Company Country (EURm) (EURm) 2019 2020 2021 2019 2020 2021 2019 2020 2021 CAGR
Marketplaces
Alibaba Group Holding CN 470,266 454,517 7.2x 5.8x 4.4x 24.8x 19.6x 13.5x 28.9% 29.6% 32.7% 27.1%
eBay US 25,590 29,958 3.0x 3.4x 3.2x 10.6x 9.2x 8.6x 28.5% 36.7% 36.6% (2.1%)
MercadoLibre AR 27,795 26,564 12.6x 11.2x 7.4x n/m n/m n/m (3.5%) (5.0%) 3.8% 30.5%
Copart US 16,711 17,101 8.4x 9.1x 7.6x 20.8x 22.8x 18.8x 40.4% 39.7% 40.3% 5.3%
Delivery Hero DE 15,073 14,491 11.7x 6.5x 4.2x n/m n/m n/m (47.2%) (24.4%) (4.6%) 67.1%
Just Eat Takeaway.com NL 13,579 13,799 n/m 7.3x 5.7x n/m 63.4x 39.2x (1.2%) 11.5% 14.6% 141.3%
Etsy US 7,359 7,410 9.9x 8.3x 6.7x 68.4x 49.2x 31.7x 14.4% 17.0% 21.0% 21.8%
Scout24 DE 6,218 7,007 19.3x 22.1x 19.3x 48.5x 38.4x 33.6x 39.7% 57.4% 57.3% 0.0%
B2W - Companhia Digital BR 6,373 6,413 5.8x 5.1x 4.4x n/m 50.6x 36.3x 2.5% 10.0% 12.0% 14.8%
Grubhub US 3,929 4,102 3.4x 3.1x 2.7x 55.7x 57.7x 30.5x 6.1% 5.4% 8.8% 12.6%
Farfetch GB 4,003 3,973 4.2x 3.1x 2.4x n/m n/m n/m (32.3%) (7.2%) 0.4% 34.1%
Shutterstock US 1,160 931 1.6x 1.6x 1.5x 24.2x 11.3x 10.2x 6.5% 14.3% 15.0% 1.0%
Cars.com US 304 921 1.7x 1.9x 1.6x 7.8x 8.0x 5.8x 21.4% 23.3% 28.0% 0.7%
Infibeam Avenues IN 342 329 3.3x 2.7x n/a 21.6x 10.8x n/a 15.5% 25.0% n/a n/a
Average 42,764 41,965 7.1x 6.5x 5.5x 31.4x 31.0x 22.8x 8.5% 16.7% 20.5% 27.3%
Median 6,866 7,209 5.8x 5.4x 4.4x 24.2x 22.8x 24.6x 10.4% 15.6% 15.0% 14.8%
Note: EV/EBITDA below 0.0x or above 100.0x considered not meaningful (“n/m”)
Source: Capital IQ as of 04-May-2020 24You can also read
