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TECHNOLOGY, MEDIA & TELECOM PAGE | 0 SUPPLY CHAIN AND LOGISTICS TECHNOLOGY SECTOR REVIEW | 1Q 2020 Technology, Media & Telecom eCommerce Sector Review | 1Q 2020

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Page 1: Technology, Media & Telecom › system › files › ... · • Adoption of eCommerce is accelerating among the most attractive consumer demographics • Average order values (AOVs)

T E C H N O L O G Y , M E D I A & T E L E C O M PAGE | 0

SUPPLY CHAIN AND LOGISTICS TECHNOLOGY SECTOR REVIEW | 1Q 2020

Technology, Media & Telecom

eCommerce Sector Review | 1Q 2020

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HW eCommerce Introduction

Erik SzyndlarManaging Director

[email protected](415) 217-3418

Brian TitteringtonDirector

[email protected](415) 217-3425

Mike WilkinsCo-Head TMT Group

[email protected](415) 217-3411

Will BainManaging Director

[email protected]+44 20 7518 8906

Corey BenjaminManaging Director

[email protected](804) 932-1342

Ryan BudlongManaging Director

[email protected](415) 217-3409

SELECT HW ECOMMERCE EXPERIENCE

has received an investment from

has been acquired by

has been acquired by

1

has been acquired by

Strategic Advisory

a portfolio company of has been

acquired by

B2C

has been acquired by

has received an investment from

HW TECHNOLOGY, MEDIA & TELECOM (“TMT”) GROUPHARRIS WILLIAMS (“HW”)

• 25+ years and more than 1,000 closed transactions

• 360+ professionals across eight office globally

• 170+ closed transactions in the last 24 months

• 10 industry groups

• 35+ dedicated TMT professionals

• TMT offices include Boston, San Francisco, and London

FOCUSED ADVISORY SERVICES

• Mergers and acquisitions (M&A)

• Capital raises

• Corporate divestitures

VERTICAL FOCUS SECTORS

• Architecture, Engineering, and Construction Software

• Education Technology and Services

• Energy Technology

• Facilities and Real Estate Software

• Financial Technology and Payments

• Government Technology

• Healthcare IT

• Industrial and Supply Chain Technology

• Internet and eCommerce

• Retail Technology

HORIZONTAL FOCUS SECTORS

• Application Software

• Cloud Managed Services and Hosting Solutions

• Compliance Solutions

• CRM and Marketing Automation

• Human Capital Management

• Infrastructure and Security Software

• IT and Tech-Enabled Services

• Marketing, Research, and Insights Software

KEY TMT THEMES

SaaS / Cloud Data & Analytics Digital Transformation A.I. / Machine Learning

CONSISTENT RECOGNITION FOR QUALITY

T E C H N O L O G Y , M E D I A & T E L E C O M

HW ECOMMERCE TEAMC O N S U M E R

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HW Current Market Observations and Insights

LATEST HW MARKET INSIGHTS

For access to HW’s latest insight and perspective, email us at [email protected] or visit www.harriswilliams.com/news-insights

M&A Learnings from Past Economic Disruptions

COVID-19 and M&A: Insights from Asia

Buyer Sentiment

• The desire to invest remains – buyers are actively seeking to deploy capital

• Private equity firms and strategic acquirers have focused on meeting near-term operational needs and assessing the medium- to long-term impact of COVID-19

• Despite economic uncertainty, financial sponsors have record levels of capital to deploy, and many are communicating that they are “open for business” while acknowledging high-quality deal flow will be limited

• As capital markets stabilize, companies with strong liquidity positions will be well-positioned to pursue acquisitions that accelerate growth

Economic Outlook

• Volatility in the public markets will likely remain as investors, businesses and policy-makers evaluate rapidly evolving COVID-19 developments

• Economists and industry analysts expect a meaningful decline in GDP in 2Q‘20 and 3Q‘20 while they debate the shape and timing of the recovery

Debt Markets

• In contrast to the first half of 1Q’20, debt markets have shifted to a risk-off mentality

• Concerns over liquidity and funding availability contribute to uncertainty regarding the duration of the COVID-19 risk mitigation focus

M&A Valuations

• COVID-19 has pushed timelines for many transactions, but select deals are still closing successfully. Some may be temporarily on hold and others are preparing for market and carefully weighing timing

• Companies that prove their ability to weather the current circumstances will receive significant interest and garner premium valuations

CURRENT MARKET OBSERVATIONS

Recent Publications

For access to HW’s TMT content, email us at [email protected]

Deep Sector Expertise Across Key TMT Focus Areas

• Architecture, Engineering and Construction

• Education Technology and Services

• Financial Technology and Payments

• Healthcare IT

• Industrial and Supply Chain Technology

• and more

2

Global Consumer Businesses Consider Emergence from COVID-19

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Case Study: LiveAuctioneers

HW’s TMT Group advised LiveAuctioneers, a portfolio company of Bessemer Venture Partners, on its controlling investment from Cove Hill Partners.

HW DEAL CONTACTS

ONLINE MARKETPLACE LIVE ONLINE AUCTION ENABLEMENT B2B ECOMMERCE SOLUTIONS

a portfolio company of

has received a controlling investment from

LiveAuctioneers is a leading live online auction platform for fine and decorative art, antiques, jewelry and vintage collectibles. The company’s online marketplace offers unprecedented access to unique items, enabling customers to participate in auctions from anywhere in the world.

LiveAuctioneers digitally connects an audience of millions with the live-bidding action at more than 5,000 premier auction houses and galleries in 59 countries, providing an expertly curated, globally trusted marketplace of exceptional items.

Auction houses and galleries utilize LiveAuctioneers’ extensive web presence, live-bidding technology and the first-of-its-kind mobile bidding applications to expand their reach, driving higher hammer values and providing premium outcomes to sellers.

The investment from Cove Hill Partners enables LiveAuctioneers to further invest in its marketplace and auction house technology solutions, accelerate customer acquisition (both buyers and sellers) and capture market share as more of the auction market shifts online.

TRANSACTION OVERVIEW

RELEVANT SUBSECTORS

Mike WilkinsManaging Director

[email protected]

Brian TitteringtonDirector

[email protected]

Erik SzyndlarManaging Director

[email protected]

3

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Harris Williams eCommerce Focus Areas

4

ECOMMERCE BRANDS AND RETAILERS

Internet-based brands and retailers that interact with their customers primarily through mobile or desktop devices

Select Market Participants

ECOMMERCE ENABLEMENT SOFTWARE

SaaS- or usage-based software solutions that support eCommerce businesses, driving conversion and sales for merchants and a best-in-class experience for shoppers

• Increasing competition requires software and tools that allow eCommerce businesses to differentiate every step of the customer journey

• Integration of data-driven solutions addressing customer acquisition through fulfillment allows SMBs to effectively compete with much larger competitors

• Software that personalizes and refines the shopping experience helps to create a foundation of repeat customers, maximizing customer lifetime value and delivering a meaningful ROI to the business

DIRECT-TO-CONSUMER (“D2C”)

DIGITALLY NATIVE BRANDS

ONLINE MARKETPLACES

MOBILE / LOCAL ECOMMERCE

SUBSCRIPTION-BASED SERVICES

GIG ECONOMY MARKETPLACES

B2B ECOMMERCE

MARKETPLACE OPTIMIZATION

PAYMENT & CHECKOUT

WEBSITE DESIGN & HOSTING

CUSTOMER ENGAGEMENT

LOYALTY & REWARDS

MARKETING AUTOMATION & ENGAGEMENT

BUSINESS DATA & ANALYTICS

DIGITAL EXPERIENCE & PERSONALIZATION

ORDER FULFILLMENT & DELIVERY

Select Market Participants

Key TrendsKey Trends

• Ongoing shift from brick-and-mortar retail to eCommerce is expected to accelerate due to COVID-19, perhaps resulting in permanent consumer behavior changes

• Personalization and customer experience are key to differentiating digitally native vertical brands and D2C models and driving repeat conversion

• Leading niche marketplaces that facilitate and accelerate transition from offline to online are well-positioned relative to large incumbents

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$397

$461

$524

$602

$669

$759

$859

$970

8.2%9.1%

9.9%11.0%

12.0%13.4%

14.7%16.2%

0

0.05

0.1

0.15

0.2

0.25

0.3

0.35

0.4

0.45

0.5

0

100

200

300

400

500

600

700

800

900

1000

2016 2017 2018 2019 2020P 2021P 2022P 2023P

eCommerce Retail Sales % of Total Retail Sales

Long-term, sustainable market tailwinds driving favorable shift for eCommerce1,2

5

TREMENDOUS GROWTH IN ECOMMERCE… …SUPPORTED BY HIGHLY FAVORABLE LONG-TERM TRENDS.

• eCommerce sales growth is significantly outpacing brick-and-mortar growth, resulting in growing share of retail sales

• eCommerce sales growth is expected to continue as more consumers (B2C and B2B) shift their habits and mobile internet access becomes more ubiquitous

• Dramatic increase in data-enabled device usage enables brands to better engage with customers at the most likely time to transact

• Adoption of eCommerce is accelerating among the most attractive consumer demographics

• Average order values (AOVs) and gross merchandise values (GMVs) are increasing as trust in eCommerce platforms grows and loyalty/cashback discounts increase value to/buying power of the consumer

U.S. Annual Retail eCommerce Sales*

60%+Percentage of Online Time Spent on Mobile Devices

KEYS TO CAPTURING SHARE

• Data-driven, efficient customer acquisition

• Best-in-class, seamless user experience across mobile and desktop platforms

• Personalization capabilities that drive engagement and conversion

• Frictionless experience at every step of customer journey (shopping, payments, fulfillment, reverse logistics, etc.)

• Content, community and rewards, all of which drive loyalty and LTV

• Scalable, integrated software solutions that support and drive growth

($ in billions)

Mobile

~80%Percentage of Internet Users

Under 44 that Shopped Online in the Past Year

10%+Average Amount Spent

Annually Online2009 – 2019 CAGR

Young Spending

Note: Projections for annual U.S. Retail eCommerce Sales were completed before the COVID-19 crisis

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Impact of the COVID-19 Pandemic by eCommerce Focus Area3

6

Short-Term Impact

• eCommerce sales have increased significantly as shoppers are adopting social distancing measures and reducing trips to retail stores (which are closed) and grocery stores (operating under restrictions)

• Grocery stores and delivery services are the big winners with eCommerce sales nearly doubling in the latter half of March compared with a few weeks earlier

• Consumer discretionary spending is down significantly as there are job losses from the COVID-19-related economic shutdown, impacting household incomes; the unemployment rate is expected to top out at 13% in June

• Travel and the hospitality industry are significantly impacted; however, applications that enable food pick-up and delivery from local restaurants have seen accelerated adoption

Long-Term Impact

• The expectation from many grocers and retailers is that shopping habits developed during the COVID-19 pandemic are likely to continue after the pandemic subsides

• A recent survey by eMeals found 97% of respondents that are shopping for groceries online will continue to do so in the future

• Discretionary spending will feel the effects of the pandemic for several quarters as it is expected that the unemployment rate may remain elevated at least through the end of 2020

Impact

4

Impact

3

Short-Term Impact

• Merchants that lack an existing eCommerce presence are unlikely to invest in an eCommerce platform in the short term, instead being keenly focused on cutting costs

• Short-term eCommerce winners will be eager to establish long-term customers and use software that proactively engages with those customers

• More traditional software-based eCommerce enablement providers are cushioned from short-term business disruptions by the annual nature of contracts

• Payment- and volume-driven models will see varied outcomes depending on the end markets they serve

Long-Term Impact

• The ongoing shift to eCommerce may accelerate as a function of COVID-19, driving an increased need for comprehensive eCommerce enablement solutions

• Omnichannel merchants are more likely to invest in technology that enables more rapid / on-demand transition from brick-and-mortar to eCommerce

• Increased focus on developing and implementing solutions that manage and solve supply-chain issues caused by global market disruptions

Impact

2

Impact

4

2 Moderate Impact 3 Strong Impact 4 Significant Impact

ECOMMERCE BRANDS AND RETAILERS ECOMMERCE ENABLEMENT SOFTWARE

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Closed: March 23, 2020

Amount Raised: $123M

Notable 1Q 2020 eCommerce Transactions4,5

7

Closed: February 13, 2020

Closed: February 10, 2020

Closed: January 3, 2020

Enterprise Value: $4,000M

• Honey is a leading provider of an online eCommerce platform designed to offer coupons and discount codes to online shoppers

• Honey provides an active monthly user base of 17 million with the information needed to make the best decisions with their money, saving an estimated $1 billion for shoppers in the past year

• The acquisition will enable PayPal to reach consumers at the beginning of their shopping journeys and enhance its ability to help merchants acquire and convert consumers by delivering a more personalized experience

Closed: February 13, 2020

Enterprise Value: $525M

Enterprise Value: $4,050M

Global Savings Group’s acquisition of iGraal

TA Associates’ acquisitions of ATG and Proxibid

Viagogo’s acquisition of StubHub

IAC’s acquisition of Care.com

• iGraal is a provider of an online shopping platform focused on offering digital cashback rewards to consumers and driving transactions for its merchant partners

• The company coordinates with more than 1,500 merchants to offer retail deals that come with cash rebates for customers

• The acquisition will make Global Savings Group the largest rewards, savings and shopping content platform in Europe, facilitating over 40 million transactions to its merchant partners in 2020

• StubHub is an online fan-to-fan ticket marketplace, serving consumers in 44 countries around the world

• The company partners with more than 130 properties globally across the NFL, MLB, NBA, NHL, MLS, WWE, NCAA, Matchroom Boxing, plus Paciolan, Tessiture and Roundabout Theatre Company, providing the total end-to-end event experience globally

• Viagogo’s acquisition of StubHub will provide fans with access to a broader selection of inventory around the globe while granting sellers and artists the ability to reach a larger global audience

• Care.com is an online marketplace for finding and managing family care, spanning child care to senior care, pet care, housekeeping and more

• The company serves more than 19.8 million families and 14.3 million caregivers across more than 20 countries, matching families with caregivers in the rapidly growing but highly fragmented market for family care

• IAC’s acquisition of Care.com will accelerate the company’s growth across its core categories, such as child care and senior care, with the opportunity to further penetrate into adjacent areas, such as pet care and home care

Enterprise Value: Not Public

• Auction Technology Group (“ATG”) is a provider of five online marketplaces for buying art and antiques, industrial and commercial equipment, consumer surplus and retail returns at auctions conducted by auctioneers in 140 countries

• Proxibid is a provider of an online marketplace for buying and selling highly valued items across 15 categories, including heavy equipment, industrial machinery, real estate, fine art and more

• The combination will result in greater scale and the ability to address a larger auctioneer base, and accelerate investment in online tools and eCommerce enablement

PayPal’s acquisition of Honey

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eCommerce LandscapeSelect Participants in the eCommerce Continuum

8

SEARCH & SOCIAL

OPTIMIZATION & AUTOMATION

LOYALTY & REWARDS

PAYMENTS*

WEBSITE & HOSTING INFRASTRUCTURE

* Select market participants. Visit our website or submit email to *[email protected] for access to HW’s Financial Technology Sector and Supply Chain Management Sector Readers.

DIGITAL EXPERIENCE & CONTENT MANAGEMENT

SUPPLY CHAIN & SHIPPING*

DIVERSIFIED & PUBLISHERS

DESIGN & CONTENT TOOLS

CLOTHING & FASHION HOME FURNISHINGS HEALTH & WELLNESS FOOD & BEVERAGE

CLOTHING & FASHION FOOD DELIVERY SPECIALTYHOME FURNISHINGS

SUBSCRIPTION CONTENT

PET

AUCTION FOOD AND DELIVERY OTHERIMAGE & PRINT

SPECIALTY BRANDS

MARKETPLACE OPTIMIZATION

TRAVEL

Online Marketing

eCommerce Enablement Digitally Native Vertical Brand

Retailers and Marketplaces

B2B eCommerce

eCommerce Incumbents

To receive the latest eCommerce market map, please contact HW at

[email protected]

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eCommerce Incumbents 7.0% (4.4%) (20.6%)

Public Market Performance4

9

After significant gains in the first six weeks of 2020, eCommerce public equity indices have since demonstrated varied performance relative the broader market.

Indexed Stock Price PerformanceAs of March 31, 2020

Indexed Stock Price Performance Jan 1, 2020 – Feb

19, 2020Jan 1, 2020 – Mar

31, 2020Feb 19, 2019 –Mar 31, 2020

Online Marketplaces (excl. travel) 11.6% (26.4%) (34.1%)

Travel eCommerce 1.2% (42.5%) (43.0%)

Home, Fashion, and Consignment eCommerce 4.2% (39.0%) (41.4%)

Vertical eCommerce 5.1% (1.7%) (6.3%)

eCommerce Enablement 17.4% (8.5%) (22.1%)

S&P 500 3.9% (19.7%) (27.0%)

3/31/202040.0%

60.0%

80.0%

100.0%

120.0%

1/2/2020 1/12/2020 1/22/2020 2/1/2020 2/11/2020 2/21/2020 3/2/2020 3/12/2020 3/22/2020

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0%

100%

200%

300%

3/31/2017 3/31/2018 3/31/2019 3/31/2020

Key Public Comps 2020E Trading Metrics

ECO

MM

ERC

E IN

CU

MB

ENTS

Indexed Stock Performance

5.9x3.0x0.6x

21.1x17.0x8.3x

EV / 2020E Revenue

EV / 2020E EBITDA

eCommerce Public Market Observations4

Min MaxMedian

Legend

As of March 31, 2020 10

Key Public Comps 2020E Trading Metrics Indexed Stock Performance

7.6x2.2x0.1x

36.6x13.3x7.2x

EV / 2020E Revenue

EV / 2020E EBITDA

Key Public Comps 2020E Trading Metrics Indexed Stock Performance

8.7x1.7x0.5x

27.8x12.3x7.2x

EV / 2020E Revenue

EV / 2020E EBITDA

0%

100%

200%

300%

3/31/2017 3/31/2018 3/31/2019 3/31/2020

0%

100%

200%

300%

3/31/2017 3/31/2018 3/31/2019 3/31/2020

ON

LIN

E M

AR

KET

PLA

CES

(E

XC

L. T

RA

VEL

)V

ERTI

CA

L EC

OM

MER

CE

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0%

100%

200%

300%

3/31/2017 3/31/2018 3/31/2019 3/31/2020

Key Public Comps 2020E Trading Metrics

TRA

VEL

EC

OM

MER

CE

Indexed Stock Performance

3.8x1.6x0.3x

10.6x6.4x2.7x

EV / 2020E Revenue

EV / 2020E EBITDA

eCommerce Public Market Observations (Cont.)4

Min MaxMedian

Legend

As of March 31, 2020 11

Key Public Comps 2020E Trading Metrics

HO

ME,

FA

SHIO

N, A

ND

C

ON

SIG

NM

ENT

ECO

MM

ERC

E Indexed Stock Performance

4.4x0.8x0.6x

20.0x14.2x5.4x

EV / 2020E Revenue

EV / 2020E EBITDA

Key Public Comps 2020E Trading Metrics

ECO

MM

ERC

E EN

AB

LEM

ENT

Indexed Stock Performance

11.8x4.7x1.8x

33.7x17.1x6.5x

EV / 2020E Revenue

EV / 2020E EBITDA

0%

100%

200%

300%

3/31/2017 3/31/2018 3/31/2019 3/31/2020

0%

100%

200%

300%

3/31/2017 3/31/2018 3/31/2019 3/31/2020

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% of 52- Enterprise EV / Rev. EV / EBITDA

Week High Value CY2020E CY2020E

89.2% $993,194 3.0x 19.7x

84.1% 504,756 5.9x 19.6x

88.7% 392,350 0.7x 11.7x

64.2% 57,182 4.8x 14.4x

89.3% 55,765 0.6x 21.1x

71.6% 29,527 3.1x 8.3x

86.4% $224,766 3.0x 17.0x

81.2% $338,796 3.0x 15.8x

64.6% $22,944 7.6x NM

50.7% 7,496 2.6x NM

66.8% 5,937 2.7x 13.3x

47.8% 5,071 0.9x NM

50.8% 3,929 2.7x 35.9x

28.2% 2,655 1.7x 12.3x

44.2% 2,025 3.6x 36.6x

47.1% 1,347 1.4x NM

41.6% 1,195 1.5x 7.2x

16.8% 170 0.1x NM

47.4% $3,292 2.2x 13.3x

45.9% $5,277 2.5x 21.1x

90.7% $14,947 2.4x NM

74.2% 4,513 8.7x 27.8x

36.7% 3,006 1.4x 9.5x

92.5% 3,572 5.9x 27.5x

66.5% 895 1.3x 9.2x

60.8% 725 0.5x 7.2x

98.1% 483 1.7x 15.0x

74.2% $3,006 1.7x 12.3x

74.2% $4,020 3.1x 16.0x

% of 52- Enterprise EV / Rev. EV / EBITDA

Week High Value CY2020E CY2020E

eCommerce Incumbents

99.3% $1,102,872 3.3x 21.6x

96.1% 578,989 6.8x 22.2x

93.9% 404,426 0.8x 12.1x

94.0% 84,334 7.1x 21.3x

99.7% 59,262 0.6x 22.3x

89.4% 35,474 3.7x 9.8x

94.0% $84,334 3.3x 21.3x

95.4% $377,559 3.7x 18.2x

Marketplaces

99.7% $35,579 11.2x NM

98.9% 11,514 2.6x NM

79.7% 7,484 3.3x 16.0x

97.5% 6,920 1.1x NM

64.7% 5,180 3.5x 45.9x

44.7% 4,198 2.6x 18.4x

61.2% 3,010 5.3x 54.4x

98.6% 2,835 2.6x NM

68.9% 1,651 2.0x 10.0x

30.3% 318 0.2x NM

74.3% $4,689 2.6x 18.4x

74.4% $7,869 3.5x 28.9x

Vertical eCommerce

70.9% $11,683 1.9x NM

85.0% 5,133 9.8x 31.2x

80.9% 4,687 2.2x 14.8x

99.2% 3,070 5.7x 26.7x

83.2% 1,233 1.8x 12.2x

82.8% 1,033 0.7x 10.3x

97.1% 470 1.6x 14.6x

83.2% $3,070 1.9x 14.7x

85.6% $3,901 3.4x 18.3x

% of 52- Enterprise EV/Rev. EV/EBITDA

Company Week High Value CY2020P CY2020P

eCommerce Incumbents

Amazon.com 90.8% $938,668 2.8x 18.8x

Alibaba 97.2% 551,825 6.2x 19.7x

Walmart 94.8% 411,829 0.8x 12.1x

Booking Holdings 98.6% 87,901 5.4x 14.0x

JD.com 95.7% 47,989 0.5x 17.0x

eBay 86.0% 34,973 3.2x 9.3x

Median 94.8% $87,901 2.8x 14.0x

Average 93.9% $345,531 3.1x 15.2x

Marketplaces

MercadoLibre 81.8% $27,088 8.8x NM

Zillow 89.7% 9,608 2.1x NM

58.com 87.3% 8,325 3.3x 15.1x

Carvana 92.8% 6,179 1.0x NM

Grubhub 55.3% 4,636 3.2x 38.7x

ANGI Homeservices 45.5% 4,282 2.7x 18.0x

CarGurus 77.7% 3,836 5.4x 38.3x

Redfin 90.1% 1,862 1.8x NM

LendingClub 66.9% 1,609 1.8x 8.8x

Overstock.com 23.7% 242 0.2x NM

Median 79.8% $4,459 2.4x 18.0x

Average 71.1% $6,767 3.0x 23.8x

Vertical eCommerce

Chewy 70.1% $11,641 1.9x NM

Chegg 78.6% 4,738 9.1x 29.0x

Cimpress 86.7% 5,026 1.7x 11.5x

eHealth 85.6% 2,235 4.5x 21.3x

Shutterstock 85.6% 1,274 1.8x 12.4x

1-800-FLOWERS.COM 66.6% 811 0.6x 8.3x

PetMed Express 84.6% 378 1.3x 13.1x

Median 84.6% $2,235 1.8x 12.7x

Average 79.7% $3,729 3.0x 15.9x

Trended Public Comparables Analysis

12

After a period of generally strong performance YTD through mid-February, valuations of eCommerce-related public companies have been negatively impacted to varying degrees.

Source: CapIQ.Note: "NM“, or “not meaningful”, represents negative multiples, EV/Revenue multiples greater than 20x, and EV/EBITDA multiples greater than 50x.

($ in millions) Except Stock Price

eCommerce Incumbents

Online Marketplaces (excl. travel)

Vertical eCommerce

January 1, 2019 February 19, 2020 March 31, 2020

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50.4% $15,473 3.8x NM

39.1% 11,209 1.3x 10.6x

30.7% 2,215 1.6x 6.4x

39.7% 1,041 1.9x NM

17.2% 39 0.3x 2.7x

39.1% $2,215 1.6x 6.4x

35.4% $5,995 1.8x 6.6x

34.8% $10,005 0.8x 5.4x

32.1% 6,426 0.6x NM

53.5% 4,590 4.4x 20.0x

28.7% 2,650 1.7x NM

49.8% 2,559 1.6x 14.5x

29.2% 2,101 0.6x 14.2x

39.3% 1,150 0.6x NM

17.9% 534 0.8x 9.6x

23.3% 243 0.6x NM

32.1% $2,559 0.8x 14.2x

34.3% $3,362 1.3x 12.7x

82.3% $153,868 11.8x 25.7x

76.9% 107,048 5.2x 19.3x

70.2% 46,492 NM NM

60.0% 22,335 4.2x NM

69.4% 11,553 3.5x 13.1x

64.0% 5,412 6.5x NM

64.5% 4,911 5.2x 33.7x

70.2% 2,132 3.6x 14.8x

25.8% 1,944 1.8x 6.5x

69.4% $11,553 4.7x 17.1x

64.8% $39,522 5.2x 18.9x

Travel

74.8% $22,146 4.4x NM

84.6% 20,394 2.4x 19.3x

50.1% 3,773 2.3x 8.4x

86.1% 2,673 3.1x NM

46.3% 115 1.0x 7.7x

74.8% $3,773 2.4x 8.4x

68.4% $9,820 2.6x 11.8x

[xx]

42.7% $11,413 0.9x 5.8x

46.4% 8,991 0.8x NM

72.5% 6,329 6.2x 27.8x

40.0% 4,256 2.9x NM

85.4% 4,721 2.7x 26.0x

82.0% 4,950 1.3x 24.6x

75.6% 2,772 1.3x NM

42.4% 1,358 1.8x 18.0x

51.7% 981 2.4x NM

49.0% $4,489 1.6x 21.3x

59.9% $5,086 2.2x 20.4x

[xx]

99.6% $184,626 14.0x 30.1x

99.6% 140,088 6.7x 25.1x

91.5% 61,275 NM NM

98.6% 36,637 12.9x NM

92.7% 14,882 4.5x 16.7x

95.5% 8,241 9.8x NM

99.3% 7,716 8.1x 47.7x

46.8% 1,542 2.8x 13.6x

61.5% 2,344 2.1x 7.9x

95.5% $14,882 7.4x 20.9x

87.2% $50,817 7.6x 23.5x

Travel

Trip.com 72.1% $21,410 3.7x NM

Expedia 75.1% 18,470 2.2x 17.5x

TripAdvisor 49.9% 3,982 2.4x 8.6x

MakeMyTrip 70.9% 2,168 2.4x NM

Travelzoo 46.8% 116 1.0x 7.8x

Median 70.9% $3,982 2.4x 8.6x

Average 63.0% $9,230 2.4x 11.3x

Home, Fashion, and Consignment eCommerce

Qurate Retail 37.8% $10,972 0.8x 5.5x

Wayfair 52.0% 9,910 0.9x NM

Etsy 60.4% 5,281 5.1x 23.0x

Farfetch 32.8% 3,482 2.4x NM

boohoo 94.0% 4,392 2.6x 25.2x

ASOS 82.5% 5,080 1.3x 20.6x

Stitch Fix 68.0% 2,487 1.2x NM

Revolve 38.0% 1,208 1.6x 15.7x

The RealReal 62.7% 1,268 3.1x NM

Median 60.4% $3,937 1.5x 18.2x

Average 58.7% $4,898 2.1x 18.0x

eCommerce Enablement

Adobe 99.1% $158,864 12.1x 25.9x

PayPal 89.0% 121,627 5.9x 21.8x

Shopify 95.4% 44,226 NM NM

Square 75.2% 26,766 9.4x NM

GoDaddy 82.5% 13,429 4.1x 16.3x

HubSpot 76.2% 6,508 7.8x NM

Wix.com 78.6% 6,022 6.3x 37.2x

Stamps.com 40.3% 1,338 2.5x 11.8x

Endurance International Group 55.1% 2,336 2.1x 8.0x

Median 78.6% $13,429 6.1x 19.1x

Average 76.8% $42,346 6.3x 20.2x

Trended Public Comparables Analysis (Cont.)

13

After a period of strong performance through mid-February, relative valuations of comparable public companies have diverged with some only dropping slightly and others dropping nearly 30%.

Source: CapIQ.Note: "NM“, or “not meaningful”, represents negative multiples, EV/Revenue multiples greater than 20x, and EV/EBITDA multiples greater than 50x.

($ in millions) Except Stock Price

% of 52- Enterprise EV / Rev. EV / EBITDA

Week High Value CY2020E CY2020E

January 1, 2019 February 19, 2020 March 31, 2020

Travel eCommerce

Home, Fashion, and Consignment eCommerce

eCommerce Enablement

% of 52- Enterprise EV/Rev. EV/EBITDA

Company Week High Value CY2020P CY2020P

% of 52- Enterprise EV / Rev. EV / EBITDA

Week High Value CY2020E CY2020E

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Harris Williams Capabilities and Locations

HARRIS WILLIAMS OFFICE LOCATIONS

Harris Williams has a broad range of industry expertise, which creates powerful opportunities. Our clients benefit from our deep-sector experience, integrated industry intelligence, and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website at www.harriswilliams.com/industries.

UNITED STATES EUROPE

Healthcare & Life Sciences Industrials

Energy, Power & Infrastructure

IndustrialsAerospace, Defense &

Government Services

Building Products & Materials

Business Services

Consumer Specialty Distribution

Technology, Media & Telecom

Transportation & Logistics

BostonOne International PlaceSuite 2620Boston, Massachusetts 02110Phone: +1 (617) 482-7501

Cleveland1900 East 9th Street20th FloorCleveland, Ohio 44114Phone: +1 (216) 689-2400

Minneapolis222 South 9th StreetSuite 3350Minneapolis, Minnesota 55402Phone: +1 (612) 359-2700

Richmond (Headquarters)1001 Haxall Point9th FloorRichmond, Virginia 23219Phone: +1 (804) 648-0072

San Francisco575 Market Street31st FloorSan Francisco, California 94105Phone: +1 (415) 288-4260

Washington, D.C. 800 17th St. NW2nd FloorWashington, D.C. 20006Phone: +1 202-207-2300

FrankfurtBockenheimer Landstrasse 33-3560325 FrankfurtGermanyPhone: +49 069 3650638 00

London25 Savile Row

4th FloorLondon W1S 2ER, EnglandPhone: +44 (0) 20 7518 8900

14

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Sources & Disclosures

1. Retail Dive.

2. eMarketer.

3. Adobe.

4. CapIQ.

5. MergerMarket.

15

SOURCES

DISCLOSURES

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