e-commerce: the great leap forward · executive summary marketplace & e-commerce sector wrap-up 2...

E-COMMERCE: THE GREAT LEAP FORWARD

October 2020

EXECUTIVE SUMMARY

Marketplace & E-commerce Sector Wrap-Up

2

» Reports from several analysts now estimate that the transition from offline to online shopping has been pulled forward anywhere from 2 to 5 years, in large part because of the impact COVID-19 has had on consumer habits worldwide

» Q3 2020 saw the continued acceleration and growth of marketplace and e-commerce, with the public and private markets fully embracing the transition and the business models

» Some categories have emerged as huge winners in this shift, which is a direct result of COVID-19 and stay-at-home orders, most notably those that meet our basic needs hierarchy – namely, food, shelter and water:

― Or in today’s parlance: Groceries (up 8% YTD), Home Improvement (up 27% YTD) and Alcohol (up 9% YTD)

― Amazon has flourished as we might expect, but so have Walmart, Target, Home Depot (online sales doubled in Q2) and Dick’s Sporting Goods (online sales tripled in Q2)

― While the back-to-school shopping season was a disappointment as ‘back-to-school’ did not really happen, one thing is for sure, we are in for a very digital holiday season

» Some of the macro trends we are following:

― How e-commerce is benefitting from the current situation

― E-commerce is expected to be 14.5% of total retail in 2020, a big step-up from prior years, as a record number of brick-and-mortar retailers seek restructuring protection

― The transition from offline to online accelerates and 2020 will be remembered as the inflection point in the growth of e-commerce

― Driven by the secular shift, e-commerce and marketplaces have seen significant growth in share price: Marketplaces up 71% YTD, e-commerce up 129% YTD

― The home category has experienced tremendous growth throughout the year and some, like Wayfair, have acknowledged, it is “up forgrabs” as the all-digital demographic moves into the core home consumer category

― Etsy continues its rocket-ship growth with the stock price more than doubling, and achieving a ~$17Bn market cap, and by the way, homewares and home furnishings is its leading segment

― The marketplace continues to evolve….

― …and while business models may vary, one thing is for sure, the KPIs don’t lie: market trends, traffic sources, conversion and retention data, customer LTV, CAC, NPS, and service all matter

3

I. GCA OVERVIEW

II. MARKETPLACE & E-COMMERCE MARKET TRENDS & INSIGHTS

III. PUBLIC MARKETS

IV. M&A AND FINANCINGS

V. PUBLIC COMPS BACKUP

[email protected]

Sam Fuller

[email protected]

Thomas Egli

[email protected]

Tobias Schultheiss

GCA OVERVIEW

Leading Global Investment Bank Providing Strategic M&A and Capital Markets Advisory Services

4

[email protected] [email protected] [email protected]@GCAGlobal.com

John Lambros Josh Wepman Rupert Sadler Alex Grünwald

Full-Suite of M&A and Capital Market Advisory Services

Leading Franchise in Marketplaces and E-commerce

~60%TRANSACTIONS HAVETECH COMPONENT

~35%BUY-SIDE

TRANSACTIONS

~80%REPEAT OR

REFERRED CLIENTS

~50%CROSS-BORDERTRANSACTIONS

~50%FINANCIAL SPONSOR

TRANSACTIONS

100+DEBT TRANSACTIONS

IN LAST 3 YEARS

~65%SELL-SIDE

TRANSACTIONS

500+TOTAL TRANSACTIONS

IN LAST 3 YEARS

Highly Active in All Key Disruptive Areas of the Technology Market

Digital Media

» Marketplaces» E-commerce» Digital Content & IP» Marketing / Advertising

Technology» Music, Video & Social» Gaming

Software

» Vertical Application» Commerce & Retail

Technology» Data & Analytics» Asset Maintenance &

Repair » Infrastructure

Tech-Enabled Services

» Marketing Services» Information Services» Professional Services» IT Services» Customer Care & Claims

Services

58DEALS LAST 3 YEARS



Global Marketplaces & E-commerce Team

Managing Director; President, GCA US

Managing Director Managing DirectorManaging Director;

Member of Executive Management Europe

Managing Director Managing Director Managing Director

GCA OVERVIEW

Leading Global Investment Bank

5

ZURICH

MILAN

FRANKFURT

MUNICH

TEL AVIV

LONDON

BIRMINGHAM

MUMBAI

SHANGHAI

SINGAPORE

TOKYO

NEW DELHI

NAGOYA

HO CHI MINH CITY

TAIPEI

PARISLEEDS

FUKUOKA

NEW YORK

SAN FRANCISCO

Sector expertise: Expansive coverage

and deep specialization

Exceptional cross-border capabilities:

Half of all transactions

Global platform:25 offices in key markets across

America, Asia and Europe

Broad spectrum of clients:

Leading

conglomerates, top

private equity firms and emerging high-

growth companies

Experienced team: Over 500 employees

across the globe

Strong reputation and track record: High number of

repeat clients and referrals

Diversified business model:

Geographically balanced, synergistic

and complementary focus areas

KYOTO

OSAKA

MANCHESTER

LAUSANNE

STOCKHOLM

San Francisco | New York | Birmingham | Frankfurt | Fukuoka | Ho Chi Minh City | Kyoto | Lausanne | Leeds | London | Manchester | Milan | Mumbai | Munich | Nagoya | New Delhi | Osaka | Paris | Shanghai | Singapore | Stockhom | Taipei | Tel Aviv | Tokyo | Zurich

Insurance marketplace

Online classifieds

Online B2B classifieds

Online auction marketplace technology

Online job classifieds

Online career portal

Online marketplace

Watch marketplace

Online education portal

Online real estate classifieds

Stock photo marketplace

Online RV rental marketplace

GCA OVERVIEW

Experience in Marketplace and E-commerce

6

Marketplace E-commerce

Online mobile & fashion retailer

Kitchen & home hub

Online grocery

Online bike retail

Online board sports retail

Online bikeretail

Online sportfashion retail

Event Streaming

Digital sports content & retail

Online HQ pictures

Online fashion retail

Online pet retailer

GCA OVERVIEW

Experience in Consumer

7

GCA OVERVIEW

8

Case Study: RVshare Investment Led by KKR (NYSE: KKR)

GCA acted as exclusive financial advisor to RVshare, the leading P2P RV rental marketplace, on its $100MM+ investment led by KKR

TRANSACTION DATE

October 2020

INDUSTRY

Digital Marketplaces,

Travel, Consumer, Digital

Media

Background

» RVshare is the first and largest peer-to-peer RV rental marketplace. With more than 100,000 vehicles

available, RVshare's diverse inventory ranges from

affordable travel trailers to luxury motorhomes and

can accommodate any outdoor adventure, whether

it's a weekend of camping or a cross-country tour of

national parks

» Since the company’s founding in 2013, RVshare has successfully built a leading position in the emerging

market of RV rentals, amassing more than two million

days booked on its platform

» KKR (NYSE: KKR) made its investment through its Next Generation Technology Growth Fund II, a global fund

dedicated to growth equity investments in the

technology space; Tritium Partners, an existing

investor in RVshare, also participated in the round

Transaction Summary

» On October 21, 2020, RVshare announced an $100MM+ financing round led by KKR

» RVshare plans to use this new capital infusion to invest in future growth and provide the best experience for owners and

renters, advancing the company’s mission of expanding the

definition of travel

» GCA assisted RVshare and Tritium Partners in effectively navigating the COVID-19 market environment by leveraging

strong business momentum and recent brand recognition

» GCA also provided execution support throughout what was an all virtual process, including (i) identifying potential buyers and

leading outreach, (ii) preparing marketing materials, (iii)

negotiating valuation and key terms and (iv) advising on

definitive agreement matters

» GCA acted as exclusive financial advisor to RVshare in connection with the transaction

GCA OVERVIEW

9

Case Study: Great Hill Partners acquired Storyblocks

GCA acted as exclusive financial advisor to Great Hill Partners on its acquisition of Storyblocks, the first and largest subscription-based stock media company

TRANSACTION DATE

June 2020

INDUSTRY

Digital Marketplaces,

Consumer, Digital Media

Background

» Headquartered in Arlington, VA, in the Washington DC metropolitan area, Storyblocks provides video, audio

and imagery through its unique subscription model

» As a testament to its culture of creativity and innovation, Storyblocks has been recognized on the

Inc 5000 list for seven consecutive years and was

recently named one of Washington DC’s Top

Workplaces by The Washington Post and among the

Best Places to Work by the Washington Business

Journal

Transaction Summary

» GCA acted as exclusive financial advisor to Great Hill Partners on their acquisition of Storyblocks

» This partnership with Storyblocks is Great Hill Partners’ latest digital commerce addition to its portfolio and will allow the

company to accelerate its mission of modernizing the creative

process to better support affordable, efficient video creation

and to extend its current capabilities and product offerings

» GCA had a prior relationship with both Storyblocks and Great Hill Partners and was brought on to advise Great Hill having

previously worked with them on a separate transaction in the

stock media space

» GCA supported Great Hill Partners throughout the negotiation and due diligence phases of the transaction, as well as

facilitating numerous different calls with industry experts to

help them gain a stronger understanding of the stock media

content landscape

» The process was competitive, with numerous other parties involved. Great Hill Partners was ultimately selected as the

buyer due to its experience in the past with digital content

companies, purchase price and certainty to close

10

I. GCA OVERVIEW


III. PUBLIC MARKETS



MARKETPLACE & E-COMMERCE: MARKET TRENDS & INSIGHTS

How E-commerce is Benefitting from the Current Situation

11

GCA expects that 2020 will be a significant inflection point for the e-commerce market overall

✓✓✓

✓✓✓

✓✓

✓✓✓

✓

» Strong growth since end of February 2020

» KPIs strongly improving (CAC, re-purchase, AOV, etc.)

» Growth for most product categories

(except for travel and a few others)

» Offline players: We have been approached by some

traditional retailers who have decided they need to

strengthen e-commerce inorganically

» Consumers: Broadening customer base is here to stay

due to convenience and speed. However, risk that

current delivery lags in logistics might damage

reputation

» 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 and have a post-COVID narrative

» Regulators are pushing / supporting e-commerce as

vital to provide supply for inhabitants

» We expect the positive environment for e-commerce

to continue post COVID-19

✓✓✓

✓✓

Market

perception

Revenues /

KPIs

Regulatory

… and outperformance of 2020 budget

… expected to result in lasting change in consumer behavior …

… driven by first-time customers and increased re-purchase rate of existing customers …

Strong growth in orders …

Positive Development Across Most Product Verticals We See Impact on Three Levels

1


In H1 2020, E-commerce Saw Massive Growth as Brick & Mortar Struggled

12

Sep-20

Aug-20

Aug-20

Aug-20

Jul-20

Jul-20

Jul-20

Jul-20

Jun-20

May-20

May-20

May-20

May-20

May-20

May-20

Apr-20

Apr-20

Feb-20

$523.6

$601.7

$709.8

$765.2

$859.3

9.9%11.0%

14.5%

14.4%15.5%

2018 2019 2020E 2021E 2022E

Retail E-commerce Sales % of Total Retail Sales

» H1 ‘20 online e-commerce totaled $347.6Bn, a 30%

increase from 2019

» The overwhelming shift to e-commerce amidst lockdowns

has significantly boosted e-commerce sales by 18% in

2020

» Analysts estimate that 204MM consumers 14 and older

will make online purchases during COVID, two thirds of

which are 45 and older, increasing their purchases by 6%

Retail E-commerce Sales in the US, 2018-2022

($Bn)

Mar-20

Jul-20

2

Notes:Sources: eMarketer, U.S. Department of Commerce, Wall Street Research.

E-commerce Dramatically Outpaces Retail Spending... …As 20+ Retailers File for Bankruptcy in 2020


Transition from Offline to Online Shopping Habits Has Been Accelerated by 2 to 5 Years

13

» 2020 will be seen as the inflection point in the growth of e-commerce, a time when consumer behavior was rapidly changed,

and when traditional retailers were forced to rethink their own e-commerce and brick-and-mortar strategies

» Digital consumer engagement increased massively in Q1 and Q2 of 2020, with the e-commerce industry emerging as the key

beneficiary with expected growth of nearly 20% in 2020

3


Driven by Secular Shift, E-commerce and Marketplaces Experience Significant Growth in Share Price

14Notes:Sources: Capital IQ as of 10/28/20.

Marketplace

129%

71%

1%

71% 129%YTD Share Price Performance

E-commerce

4

Perhaps Not Surprising at All, E-commerce & Marketplace Companies Have Significantly Outperformed the S&P 500 in 2020

(60%)

(40%)

(20%)

0%

20%

40%

60%

80%

100%

120%

140%

160%

January February March April May June July August September October

Marketplace S&P 500E-commerce

$257 $272 $253

$39

$68

$158 $296

$340

$411

2019A 2023E 2029E

Large TAM in US Home Market Moving Online


Billions Up for Grabs in Home Category with Shift to Online

15Notes:Sources: Euromonitor, Wayfair Q2 ‘20 Investor Presentation, Wall Street Research.

5

Even Without a Pandemic, Billions in Retail Revenue was Transitioning from Offline to Online in the Home Category

US Home Market by Channel ($Bn)

Fragmented

brick-and-

mortar market

with regional

and national

specialty

retailers, big box

retailers, and

department

stores

’19A – ‘23E ’23E – ‘29E

Online 15.0% 15.0%

Offline 1.3% (1.1%)

Total 3.5% 3.2%

Offline Online

14%

30%

43%

Home Goods Apparel Consumer Electronics

Estimated US Online Penetration of Selected Verticals (2019E)

Illustrative Distribution of Home Goods Customers by Age

Millennials

Age 20-37

(80M People)

Median Household

Income: $75K

45% of sales from customersaged between 31-50

Age 35 Age 65

Many Verticals Poised for Further Online Transition

All-Digital Demographic Will Change the Marketplace

(40.0%)

(30.0%)

(20.0%)

(10.0%)

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20


Home Improvement Sees Large Consumer Interest

16Notes:Sources: S&P Capital IQ as of 10/28/2020.

6

Home Improvement Has Seen a Big Uptick In Growth During 2020

Self-Actualization

Esteem

Belonging

Safety

Physiological

Internet / Mobile Phone

Food / Water

1943 - Maslow 2020

Shelter

Changing Hierarchy of Needs

27.2%

1.3%

Home Improvement S&P 500

GROCERIES

8% YTD Share Price Performance

ALCOHOL


HOME IMPROVEMENT


Home

Improvement,

Groceries and

Alcohol clearly

deemed

essential

needs

0.0

5.0

10.0

15.0

20.0

25.0

30.0

$20

$40

$60

$80

$100

$120

$140

$160

10/28/19 1/28/20 4/28/20 7/28/20 10/28/20

Daily Trading Volume (MM) Stock Price


The Etsy Phenomenon & the Ongoing Rise of the Crafters / DIY Marketplace

17

$740

$362$333

$242

$89 $87

$0

$200

$400

$600

$800

Homewares& Home

Furnishings

Jewelry &Accessories

CraftSupplies

Apparel Paper &Party

Supplies

Beauty &Personal

Care

128%

$2.0B $1.2B $826M $774M $316M $431MTTM

GMS ($)

187%

50%138%

59%

11%

Etsy’s Performance Showcases Market Demand » Platform has 60.3M active buyers and 3.1M active sellers,

representing Q2 ’20 Y/Y growth rates of 41% and 35%, respectively

Positive Tailwinds Among Crafters / DIYs » Millennials (ages 20-37) driving next wave of growth,

representing 41% of crafters / creative hobbyists» Global arts & crafts DIY market is $41Bn and expected to

reach $51Bn by 2024

Etsy Stock Price Has More Than Doubled This Year Etsy’s Top Category GMS ($M) and Y/Y Growth (%) (Q2 ‘20)

$16.6 Bn Market Cap

7

Notes:Sources: Association for Creative Industries, Statistica, S&P Capital IQ as of 10/28/2020, Etsy Q2 ‘20 Investor Presentation.

Etsy Continues to Lead the Way as the Standout Marketplace for Makers


Marketplace Evolution

18Notes:Sources: Capital IQ as of 10/28/20.

Not Managed

YTD Stock Performance: 223%

» Peer-to-Peer transaction

basis

» Peer reviews influence

purchase behavior

» Lowest transaction fees

» Technology’s important

role in enhancing the

buying experience

» Value-add of intermediary

important to consumer

trust

» Operator owns part of

the transaction and

“manages” the outcome

» Trust the “brand”

» Take rate compensates

for the “hands-on” role

Marketplace Business Models Can Vary Depending On Underlying Offering

Fully ManagedLightly Managed

YTD Stock Performance: 13% YTD Stock Performance: 80%

8


Key Metrics for Marketplaces and E-commerce Models

19

Traffic

Focus of analysis:

» What are the sources

of your traffic (paid, TV

and related marketing

vs. unpaid)?

» What are the CPCs for

the paid channels?

» How does the high

brand credibility

drive direct traffic?

» What is your net

promoter score (NPS)?

» How is traffic

developing and what is

the split of the

sources there?

» Mobile share in traffic?

» How high is the CPO?

Market Trend

Focus of analysis:

» What are you

expecting in terms of

overall market

growth?

» How is your market

segment benefiting

from the ongoing

online growth?

» What is your

market share?

» Who are your key

competitors?

» How do you

differentiate from

competitors?

Shop / Front-End

Focus of analysis:

» Benchmarking of

load times for

specific searches

vs. key competitors

» What is the exclusive

(if any) and total #

of products?

» Technology of

front- / back-end

and how scalable and

state-of-the art is it?

» How good is the

filtering function?

» How mobile-ready

is the website?

Focus of analysis:

» How are conversion

rates developing

across traffic sources?

» How is cancellation

rate developing?

» How high is the

drop out rate?

» Do you have

retargeting measures

in place for customers

having dropped out

before completing

their order?

» Do you track (in-house)

customer service KPIs

(response-time etc.)?

Conversion Customers

Focus of analysis:

» How high is the

repurchase rate of

existing customers?

» How high is the

churn rate?

» New customers

acquired on average

per month?

» Main traffic source for

new customers?

» How high is the AOV /

CAC (split by new vs.

existing customers)?

» Are older cohorts

spending more?

» Are there differences

on a country-by -

country basis?

» Customer satisfaction

After sales

Focus of analysis:

» Handling time, picking

& shipping costs,

expandability?

» What is share of orders

delivered the

next day?

» Share of drop

shipping?

» How is number of

SKUs developing?

» Level of working capital

requirements in order

to ensure high

availability?

» How high is the share

of units in stock?

» How high is the share

of returned goods?

» What customer

support KPIs are you

tracking?

The KPIs Ultimately Tell the Tale of the Winners in Marketplaces and E-commerce

9


Selected YTD M&A and Financing Activity

20

Ann. Date

Acquirer TargetEnterprise

Value

10/13 NA

9/29 $420

9/23 NA

9/8 $425

8/3 $252

6/10 $7,521

5/28 $280

5/13 $190

3/25 $120

2/24 $7,100

2/13 $4,050

Ann. Date

Investor Target Amount

10/21 $100+

10/5 $60

9/23 $100

9/11 $85

9/10 $33

8/27 $39

8/13 $350

7/1 $453

6/30 $30

4/29 $128

3/10 $60

Financings ($MM)M&A Transactions ($MM)

Notes:Sources: Capital IQ, Pitchbook, company press releases.

MARKETPLACE & E-COMMERCE MARKET SUMMARY

Top 10 Leaders in Private Funding Raised-to-Date

21

Notes:Represents U.S. companies.Sources: Pitchbook, LinkedIn, Company Websites.1) Includes debt and equity financing.

2) Confidentially filed for IPO on 8/19/2020.

Company Headquarters Founded Amt. Raised ($MM)(1) Company Description

San Francisco, CA 2008 $6,430Operator of an online property rental marketplace designed to offer short-term travel stays

San Francisco, CA 2014 $4,395Operator of an online real estate marketplace intended to simplify home buying and selling

San Francisco, CA 2012 $2,270Provider of an on-demand goods delivery application designed to order groceries from local stores

Jacksonville, FL 1995 $1,970Operator of the e-commerce business for all major professional sports leagues, major media brands and collegiate and professional team properties

Bellevue, WA 2011 $834Operator of an online shopping platform designed to offer a simple way to buy and sell locally

Philadelphia, PA 2013 $758Provider of on-demand delivery services intended to offer convenience items

McLean, VA 1999 $702Provider of meetings and events technology that offers a marketplace that connects venues with professionals

Palo Alto, CA 2009 $664 Operator of an online home furnishing marketplace

San Carlos, CA 2012 $646Operator of an online lending marketplace intended to offer personal loans

San Francisco, CA 2009 $612Provider of a peer-to-peer, car-sharing marketplace intended to serve cities across the US and Europe

(2)


Selected Active Investors

22Notes:Sources: Capital IQ, Pitchbook, Wall Street Research.

Investor Type Investor Logos

Accelerators / Seed

Venture Capital /Private Equity

Corporate Investors

Alternative Investors


Most Active Deal Makers

23Notes:Represents investments since 2010 in North America and Europe with the exception of Walmart’s acquisition of Flipkart.Sources: Capital IQ, Pitchbook, Wall Street Research.

Company Headquarters Number of Deals Selected Investments & M&A

San Jose, CA 15

Tokyo, Japan 12

Shirebrook, United Kingdom 10

Seattle, WA 10

Unterföhring, Germany 10

Hangzhou, China 9

Cape Town, South Africa 9

Northwich, United Kingdom 8

Chicago, IL 7

Bentonville, AR 7

24

I. GCA OVERVIEW


III. PUBLIC MARKETS




Valuation Overview – E-commerce and Marketplaces

25

Multiples have remained broadly constant despite COVID-19 and will benefit mid-term

Marketplace

1

Revenue CAGR '19-'21 26.8%

EV / ’20 Revenue 7.9x

EV / ’20 EBITDA 25.2x

EBITDA margin 15.1%

E-commerce

2

Revenue CAGR '19-'21 24.6%

EV / ’20 Revenue 2.3x

EV / ’20 EBITDA 24.2x

EBITDA margin 7.7%

Notes:Sources: Capital IQ as of 10/28/20.


Case Study: Vroom’s IPO and Follow-On Offering

26Notes:Sources: Wall Street Research, Capital IQ, Pitchbook, Company website.

IPO and Follow-on Offering Overview

Initial PublicOffering

~$468MM

» On June 8, Vroom priced its 21.25 million share initial public offering at $22 a share, raising a total of $468 million in gross proceeds

» The IPO priced above its $18 to $20 price range, which was revised up from the initially filed range of $15 to $17

» After opening at $40.25, shares closed on the first day of trading at ~$48 – up 118% from the initial offer price

June 8, 2020

We've seen a lot of data coming out in the past quarters where customers are twice as likely to transact online in terms of buying a used vehicle… We think it’s a fundamental and structural change, and this is one of the last verticals to actually come online in terms of pure e-commerce and transactions.

Paul Hennessy,

CEO, Vroom

“

“

» On September 10, Vroom announced the pricing of an underwritten public offering of 10.8 million shares of stock at $54.40 per share, raising an additional ~$589 million in gross proceeds

Financial Summary

$MM 2018A 2019A 2020E 20201E

Revenue $855.4 $1,191.8 $1,384.9 $2,452.0

% Growth NA 39% 16% 77%

EBITDA ($73.0) ($127.0) ($164.8) ($162.0)

Vroom at a Glance

Ticker: VRM (NASDAQ)

Headquarters: New York, NY

Founded: 2013

Description: Vroom operates an online e-commerce platform forbuying, selling and trading used vehicles. Thecompany's scalable, data-driven technology brings allphases of the vehicle buying and selling process toconsumers wherever they are and offers an extensiveselection of vehicles, transparent pricing, competitivefinancing and contact-free, at-home pick-up anddelivery. Vroom also sources revenue through TexasDirect Auto (TDA), their sole physical retail location andin-house vehicle reconditioning center (VRC), andthrough selling trade-ins that don’t meet retail criteriain wholesale auctions.

Initial Investor Feedback

✓ Highly fragmented $800Bn+ market, which has room for efficiency, with the #1 player garnering just a ~2% share

✓ Asset-light balance sheet, online-only offering and excess reconditioning capacity allows for scalability at a faster pace than brick-and-mortar competitors

✓ Secular shift towards online and touchless transactions

✓ Experienced management team

× History of losses since inception, with concern about achieving profitability in the future

× Sensitive to pricing changes and reliant on third parties

$20.00

$30.00

$40.00

$50.00

$60.00

$70.00

$80.00

.0

3.0

6.0

9.0

12.0

15.0

18.0

6/9/20 6/30/20 7/21/20 8/11/20 9/1/20 9/22/20 10/13/20Daily Trading Volume (MM) Stock Price


Case Study: Vroom’s IPO and Follow-On Offering (cont’d)

27Notes:Sources: Wall Street Research, Capital IQ as of 10/28/20.

$47.90 Share Price$5.5Bn Market Cap

$42.33 Share Price$5.5Bn Market Cap

Announces follow-on offering of 10.8MM shares at $54.40 per share

Announces Q2 earnings; e-commerce unit sales up 74%

YoY, but disappointing Q3 revenue and GPU guidance

» One of the most anticipated tech IPOs during the pandemic, Vroom generated strong investor demand due to its strong topline growth and compelling industry dynamics and tailwinds

» Though there has proven to be stock volatility (partially driven by more general market conditions), VRM is trading at about 100% its initial offering price of $22 with its market cap remaining at $5.5Bn matching its value post-IPO

» The stock performance since IPO serves as a good baseline for other e-commerce and marketplace businesses to analyze as they weigh in on their decision to go public

Added to the S&P TMI Index

Piper Sandler initiates at Overweight; sets price target of $82

JP Morgan initiates at Neutral; sets price

target of $55


Public Offerings Coming Soon

Company StatusCapital Raised

to DateLatest

ValuationDescription

Confidentially filed in

Aug. 2020; aiming for 2021

IPO 1

$6.4Bn $18.0Bn

Operator of an online property rental marketplace offering short-term travel stays. The company's platform helps users to list, discover and book short-term

accommodations around the world, enabling users to book unique travel experiences in various cities and countries.


Feb. 2020; aiming for Q4 2020 IPO 1

$2.9Bn $16.0Bn

Developer of a food delivery application providing on-demand food-ordering and delivery services. The company's application offers a wide range of restaurants

and menus to select from for a single meal or large groups enabling users to easily and conveniently order their favorite food for delivery at the time and place of

their choosing.

In discussion with banks; potential

H1 2021 IPO 2$2.5Bn $17.7Bn

Operator of an on-demand goods delivery application that facilitates the delivery of essential goods to busy people and families. The company offers full-service and in-store shopper services through a network of independent shoppers with same-day delivery and pickup service of fresh groceries and everyday essentials.


Sep. 2020 3$166.2MM $625.0MM

Developer of a social commerce platform intended to help users buy, sell and share their personal fashion items online. The company's platform helps people

interested in selling clothing and accessories by posting photos and details on the application list in order to sell it online, enabling customers to buy and sell fashion

easily under one platform.

Confidentially filed; targeting early 2021 IPO 4

$337.8MM $670.0MM

Developer of an online clothing retail platform offering thrift shopping online while making it mainstream. The company's marketplace allows swapping of old

clothes for new ones and selling and buying of secondhand clothes, enabling customers and fashion enthusiasts to trade and shop at discounted rates.


Sep. 2020 3$1.8Bn $11.2Bn

Operator of a mobile e-commerce platform making affordable products accessible to everyone. The company's platform offers digital shopping of a wide selection of products by leveraging a global supply chain of direct suppliers and avoiding retail overhead costs, enabling users to buy products online at much cheaper rates than

are available in the market.

Notes:Sources: Capital IQ as of 10/28/20.1) Nasdaq, October 2020. 2) Financial Times, October 2020.3) MarketWatch, September 2020.

4) Bloomberg, October 2020.5) Tech Crunch, September 2020.

28

29

I. GCA OVERVIEW


III. PUBLIC MARKETS



M&A AND FINANCINGS

Precedent M&A Transactions

30

($MM)

Announced Enterprise EV / Revenue EV / EBITDA

Date Acquirer Target Value (EV) LTM NTM LTM NTM Target Description


10/13/20 NA NA NA NA NA Operator of an online marketplace designed to retail shoes and related accessories

10/2/20 NA NA NA NA NADesigner and provider of an online shopping platform designed to offer ways to shop the

latest trends in menswear and women's wear

9/29/20 $420 NA NA NA NAOperator of a digital coupon marketplace, intended to offer a savings destination which

connects consumers with retailers, restaurants and brands, both online and in-store

9/23/20 NA NA NA NA NADirect-to-consumer contact lens retailer offering easy, convenient and hassle-free

replacement of contact lenses of the most popular brands at competitive prices

9/8/20 $425 NA NA NA NAOperator of an online marketplace intended to make wholesale automotive deals simple

and transparent

9/1/20 NA NA NA NA NAOperator and retailer of a personalized products online marketplace intended to aspire,

inspire, motivate

8/28/20 $250 NA NA NA NAProvider of online and catalog retail services intended to provide direct-to-consumer

service

8/24/20 $16 1.2 x NA NA NA An e-commerce brand in the health and personal wellness category

8/3/20 $252 NA NA NA NA Online retailer of gifting products

7/27/20 NA NA NA NA NADeveloper of a digital marketplace and platform intended to help in scheduling on-demand

pet care

6/29/20 $500 NA NA NA NADeveloper of an interactive gym designed to bring the essential components of a studio

workout at home

6/25/20 ConfidentialOperator of an online marketplace intended to provide high-quality stock media at a

fraction of the cost

6/23/20 NA NA NA NA NAProvider of an online shopping platform designed to offer a range of beauty and personal

care products, food products, household and kitchen products and stationery

6/17/20 NA NA NA NA NAOperator of an online clothing retail store that providing womens clothing and fashion

products

6/1/20 $7,521 5.6 x 4.7 x NM NM Provides an online takeout food platform for diners through over 50,000 restaurant partners

5/28/20 $280 8.1 x NA NA NA Provider of an online database for internet graphics

5/27/20 NA NA NA NA NA Retailer of nutritional supplements and fitness-related products

5/13/20 $190 3.3 x NA NA NAOperator of an online real estate marketplace that allows for the search, listing and

transacting of properties online

4/30/20 NA NA NA NA NAOperator of an online design marketplace intended to sell ready-to-use design content

from independent creators around the world

3/25/20 $120 NA NA NA NA Developer of a mobile platform designed to facilitate buying and selling of local goods

M&A AND FINANCINGS

Precedent M&A Transactions (cont’d)

31Notes:Sources: Capital IQ, Pitchbook, company press releases.

($MM)



2/24/20 $525 2.5 x 2.4 x 37.2 x 25.8 xDeveloper of financial education and recommendation platform intended to offer free

credit scores and reports with monitoring

2/24/20 NA NA NA NA NA Operator of a real estate marketplace platform based in Seattle, Washington

2/13/20 NA NA NA NA NA Operator of an online marketplace for buying and selling highly valued items

2/13/20 $4,050 NA NA NA NADeveloper of ticketing software and solutions intended to bring the joy of live shows to

fans globally

2/11/20 $485 2.3 x NA NM NA Provider of online marketplace for connecting people seeking care services

1/27/20 NA NA NA NA NA Operator of an online store focused on selling indie and vintage-inspired women's clothing

10/31/19 NA NA NA NA NA Operator of an e-commerce website intended to offer apparel, shoes and accessories

10/15/19 NA NA NA NA NA Operator of an online platform intended to provide customizable products for weddings

10/10/19 $100 Confidential Provider of online photography services and photo products

8/29/19 $35 0.6 x NA NA NAOperator of an e-commerce website offering ergonomic home and office furniture

intended to create energizing spaces

8/21/19 $275 NA NA NA NA Provider of an online marketplace designed for new, used and vintage music gear

8/6/19 NA NA NA NA NAProvider of an online marketplace intended to offer a range of sports apparel and

accessories

8/2/19 $18 NA NA NA NA Retailer of engraved, monogrammed or custom-made gifts online

7/31/19 $140 NA NA NA NAManufacturer and retailer of intimate apparel intended to offer comfortable

undergarments for women

7/9/19 NA NA NA NA NAOperator of online retail hunting and outdoor apparel shop headquartered in Franklin,

Tennessee

6/10/19 $2,751 NA NA NA NAManufacturer and retailer of photo-based products and services for customers in the United

States through its portfolio of brands

6/10/19 NA NA NA NA NAProvider of online photo services enabling the users of film cameras, digital cameras and

camera phones to share, print and store their photos online

6/13/19 $160 NA NA NA NA Operator of an online marketplace intended to offer various deals on retail stores

5/21/19 NA NA NA NA NAProvider of an online marketplace designed for live auctions of collectibles, antiques and

fine art

5/1/19 NA NA NA NA NAOperator of an e-commerce platform designed to offer exclusive editions of artwork by

prominent contemporary artists

M&A AND FINANCINGS



($MM)



4/4/19 $750 1.9 x NA NA NAProvider of an online platform intended to help users feel good and inspire them to do

good as well

2/22/19 NA NA NA NA NAProvider of an online platform intended to offer a range of health, wellness and safety

products for infants, toddlers and parents

2/15/19 $6,368 10.3 x 9.4 x 23.1 x 17.9 xOperater of digital marketplaces specializing in the digital marketplaces and automotive

sectors

2/15/19 NA NA NA NA NA Provider of an online platform designed to sell wall art and decorative items

2/11/19 NA NA NA NA NAProvider of an online retail platform intended to offer food products especially frozen

meals

1/18/19 $5 0.1 x NA 2.4 x NAE-commerce destination for home furnishings, appliances, furniture, home goods and

related products

1/16/19 NA NA NA NA NAProvider of an online interior designing marketplace designed to exhibit and sell

furnishings and home decors

1/4/19 $250 NA NA NA NAProvider of an online e-commerce marketplace created to sell premium sneakers and

streetwear content

12/25/18 $1,060 8.9 x NA NA NA Provider of online food delivery services from restaurants and cafes

11/17/18 NA NA NA NA NAProvider of a web-based application designed to suggest shopping sites by comparing prices

and attractive deals offered by other retailers

11/9/18 NA NA NA NM NAOperator and retailer of personalized products online marketplace intended to aspire,

inspire, motivate

11/8/18 $86 1.8 x NA 12.4 x NAProvider of a global online retail platform intended to deliver products directly to

consumers around the world

10/30/18 $74 NA NA NA NA Manufacturer and retailer of perfumes and personal products

10/12/18 NA NA NA NA NA Online retailer of women's lingerie products

10/2/18 $100 2.5 x NA NA NA Provider of an online platform intended to offer trendy apparel for plus-sized women

9/27/18 NA NA NA NA NA Operator of an online furniture retail platform

9/25/18 $811 5.0 x 4.6 x 35.9 x 21.4 xOperator of a multi-platform digital marketplace intended to guide couples through

transformative life stages

9/14/18 NA NA NA NA NA Operator of an online boutique retailer of women's apparel, footwear and accessories

9/5/18 NA NA NA NA NA Provider of an online platform designed to provide a social shopping marketplace

8/31/18 NA NA NA NA NAOperator of an online retail shop created to sell off-roading vehicle parts, accessories and

merchandise

M&A AND FINANCINGS



($MM)



8/2/18 NA NA NA NA NA An alcohol delivery application operated in Boston, Massachusetts

8/2/18 $170 NA NA NA NA Manufacturer and online retailer of footwear and accessories for men and women

7/31/18 NA NA NA NA NAOperator of an online clothing marketplace intended to provide access to fashion and

luxury lifestyle brands

7/2/18 $26 NA NA NA NAOperator of an e-commerce platform intended to bridge the gap between designers, artists,

producers and consumers

6/30/18 $50 NA NA NA NADeveloper of an e-commerce shopping portal intended to offer a wide range of fashion

products across the US

6/26/18 NA NA NA NA NA Manufacturer and online retailer of home furnishing and decor products

6/25/18 NA NA NA NA NAOperator of an online home decor marketplace created to sell stylish home decoration

products

5/15/18 NA NA NA NA NA Retailer of fitness gear and technology through its online store

5/9/18 $20,779 4.5 x NA NA NAOperator of an e-commerce shopping portal intended to offer a wide range of consumer

products

5/9/18 NA NA NA NA NAOperator of a tire retail platform intended to offer deals, shipment and tire installation

services online

3/31/18 NA NA NA NA NAProvider of an online marketplace that provides an intermediary between students and

internationally based landlords facilitating easy and transparent apartment selection

2/27/18 NA NA NA NA NA Operator of an online platform intended to retail auto parts and accessories

2/13/18 NA NA NA NA NAProvider of an online marketplace for high-end design and furnishings making it easy for

owners of high-end furniture to sell their pieces

1/18/18 $94 NA NA NA NA Developer of an online marketplace created to offer grooming products for men

1/1/18 NA NA NA NA NAManufacturer of modular and interchangeable custom watches designed to offer products

that serve as a style statement for men and women

Summary Statistics

Mean 3.9x NA 22.2x NA

Median 2.5x NA 23.1x NA

10/21/20 $100 $164 NA Provider of online peer-to-peer recreational vehicle rental services

10/5/20 $60 $166 $450Developer of an online food marketplace platform intended to deliver farm-fresh food to doors all across

the United States

9/23/20 $100 $290 $1,750 Provider of an online footwear marketplace intended to buy and sell sneakers online

9/11/20 $85 $145 $635Developer of an online retail platform designed to provide consumers with well-designed, quality

clothing and accessories at an approachable price point

9/10/20 $33 $65 $108Operator of an online marketplace for home furniture and home decor items designed to help people to

buy and sell chic furnishings in an easy-to-use online marketplace

9/9/20 $12 $28 NA Provider of an online marketplace for trading used bicycles and cycling accessories

9/3/20 $40 $73 NAProvider of an online health and beauty marketplace designed to offers a robust catalog directly to

consumers

8/27/20 $39 $62 NA Operator of an e-commerce platform intended to sell secondhand luxury bags

8/17/20 $35 $84 $635 Operator of an online Chinese supermarket intended to offer authentic gourmet delicacies from Asia

8/13/20 $350 $1,970 $6,200 Operator of a multi-channel sports merchandise retailer

7/1/20 $453 $834 NA Operator of an online shopping platform designed to offer a simple way to buy and sell locally

6/30/20 $30 $274 $400Operator of an online shopping platform intended to offer wholesale club experience for modern

shoppers

5/14/20 $15 $73 $120 Operator of an e-commerce platform and offline stores intended to offer secondhand luxury handbags

4/29/20 $128 $290 $1,328 Provider of an online marketplace designed to trade high-demand and limited edition sneakers

3/10/20 $60 $150 $400Operator of an online marketplace intended to provide information on residential properties and rented

workspace

2/6/20 $30 $45 $95Operator of an online marketplace designed to offer access to the global network of fully finished

apartments

2/5/20 $17 $25 $38 Provider of an online retail platform designed to facilitate both offline and online shopping for customers

1/31/20 $100 $420 $775Developer of an e-commerce platform designed to change the way people discover and shop for designer

fashion

1/31/20 $17 $23 $67Developer of an online marketplace built on pioneering technology intended to connect today's dynamic

workforce with companies facing increasingly complex staffing requirements

1/30/20 $16 $74 $126Developer of an online flower delivery platform designed to connect farms and a curated network of

artisan florists directly to consumers

M&A AND FINANCINGS

Precedent Financings

34

($MM)

Announced Amount Total Enterprise

Date Investor Target Invested Raised Value (EV) Target Description


M&A AND FINANCINGS

Precedent Financings (cont’d)


($MM)



12/9/19 $10 $12 NA Developer of an online marketplace platform designed to offer products for home decoration

12/2/19 $40 $61 $440 Developer of an online shopping platform designed to help women rediscover fashion

11/18/19 $16 $26 $84 Operator of an online retail platform intended to sell meat and seafood products

11/6/19 $16 $27 $46 Provider of an online marketplace intended to offer and help users browse commercial spaces

10/2/19 $35 $49 $400 Operator of an online retail platform intended to provide professional clothing for women

9/1/19 $80 $89 $930Developer of a lifestyle membership platform designed to provide women with products from premium

and emerging brands

8/26/19 $100 $112 NA Operator of an online retail platform intended to sell bedding textiles

8/21/19 $175 $338 $670Developer of an online clothing retail platform designed to offer thrift shopping online while making it

mainstream

8/20/19 $50 $56 NADeveloper of an online marketplace designed to transform the way the meetings are booked to benefit

event planners and hoteliers

8/6/19 $40 $40 NA Provider of an online ticketing marketplace to buy and sell tickets

8/1/19 $300 $1,800 $11,200 Operator of a mobile e-commerce platform designed to make affordable products accessible to everyone

7/5/19 $14 $23 $59 Developer of a retail platform intended to bring modern brick-and-mortar shopping experience online

6/26/19 $15 $28 $55Developer of an online kids shopping platform intended to help kids to be socially responsible and make

an impact

6/25/19 $150 $424 $1,700 Provider of an online marketplace designed to hire workers and offer local services

6/17/19 $50 $90 $165Operator of an online luxury footwear platform intended to offer branded shoes and other fashion

apparel and accessories

5/14/19 $25 $31 $95Operator of an e-commerce platform intended to be used for the wholesale ordering of professional

grade supplements

5/7/19 $43 $64 $193 Developer of an online marketplace designed to provide warehousing spaces on-demand

4/15/19 $25 $48 $110 Operator of an online marketplace intended to make wholesale automotive deals simple and transparent

4/12/19 $20 $31 $100Developer of a shopping platform aimed to connect consumers to the items and brands that match their

preferences

4/10/19 $181 $303 $511 Provider of an online car marketplace designed to simplify the process of buying and selling cars

M&A AND FINANCINGS

Precedent Financings (cont’d)


($MM)



4/9/19 $12 $22 $80 Developer of an online mobile shopping application designed to purchase items directly from retailers

4/1/19 $29 $54 NA Provider of an online marketplace intended to sell pre-owned luxury goods

3/22/19 $50 $338 $1,050 The RealReal Inc provides online marketplace for authenticated and consigned luxury goods

3/21/19 $125 $521 $1,000Developer of an online renting platform intended to revolutionize the accessories and dressing retail

industry

2/28/19 $20 $29 $95Developer of a mobile commerce and digital marketing platform designed to connect merchants in the

retail fueling industry to their consumers

2/13/19 $16 $36 $326Developer of an online wholesale fashion platform designed to improve the entire wholesale buying

process

2/7/19 $80 $252 $520 Provider of an online marketplace intended to offer rare and luxury products

2/5/19 $30 $45 $124Developer of an online apparel and accessories platform designed to bridge the gap between luxury

goods and affordable fashion

1/17/19 $15 $23 $60Developer of an online marketplace designed to simplify the leasing process of small to medium-sized

office spaces

1/1/19 $18 $22 $53 Developer of an online platform designed to offer seafood

12/19/18 $50 $131 $800 Developer of an online freight marketplace platform intended to connect shippers with truck drivers

12/13/18 $208 $295 $733Operator of a lifestyle brand and design marketplace intended to enable the design independence of

both consumers and artists around the world

12/10/18 $15 $23 NAOperator of an online marketplace intended to reinvent the medical apparel category with

contemporary, runway-inspired fashion

11/30/18 $50 $93 $350Provider of an on-demand marketplace intended to offer road trips and recreational vehicle (RV)

adventures

11/28/18 $50 $50 NA Operator of an e-commerce platform for the buying, selling and trading of luxury pre-owned timepieces

11/15/18 $40 $97 $410 Developer of an e-commerce platform designed to make shopping easy for women of all shapes and sizes

11/14/18 $59 $102 $209 Operator of an online wine shop intended to offer selection, guidance and convenience

37

I. GCA OVERVIEW


III. PUBLIC MARKETS



APPENDIX – PUBLIC COMPANY VALUATIONS

38Notes:Sources: Capital IQ, Wall Street Estimates. Multiples 50x considered NM.

($MM, except per share data)

CIQ

Stock Price Market Cash & Total Enterprise EV / Revenue EV / EBITDA Revenue

Company 10/28/2020 Cap ST. Invest. Debt Value (EV) CY20E CY21E CY20E CY21E 20E/19A 21E/20E CY20E CY21E

E-CommerceAmazon.com $3,211.01 $1,608,362 $71,391 $91,401 $1,628,372 4.4x 3.7x 30.1x 24.0x 32% 18% 15% 15%JD.com $83.04 $129,584 $17,030 $5,310 $120,648 1.1x 0.9x 37.7x 26.4x 32% 21% 3% 3%Wayfair Inc. $255.76 $24,397 $2,374 $2,949 $24,972 1.8x 1.6x 40.3x 43.0x 52% 13% 4% 4%Zalando SE $95.85 $24,112 $1,646 $1,023 $23,489 2.6x 2.2x 32.6x 29.1x 26% 19% 8% 7%Ocado Group plc $30.33 $22,368 $1,605 $1,363 $22,155 7.4x 6.3x NM NM 31% 17% 2% 3%Vipshop Holdings Limited $20.85 $14,094 $1,888 $577 $12,885 0.9x 0.8x 12.2x 9.8x 10% 13% 7% 8%Rakuten $10.03 $13,640 $26,382 $19,201 $6,657 0.5x 0.4x 9.8x 5.6x 21% 12% 5% 8%ZOZO $26.43 $8,071 $256 $186 $8,000 6.0x 5.6x 21.1x 19.6x 18% 8% 28% 28%ASOS Plc $57.40 $5,713 $545 $418 $5,587 1.3x 1.1x 18.6x 14.6x 19% 21% 7% 8%boohoo group plc $3.45 $4,306 $461 $18 $3,864 2.0x 1.5x 19.7x 15.8x 51% 29% 10% 10%Shop Apotheke Europe N.V. $175.37 $3,137 $173 $190 $3,154 2.9x 2.3x NM NM 39% 26% 1% 2%Zur Rose Group AG $284.30 $2,975 $273 $553 $3,255 1.9x 1.4x NM NM 19% 32% (2%) 1%AO World plc $4.71 $2,223 $9 $132 $2,345 1.3x 1.2x 35.7x 26.6x 27% 11% 4% 5%1-800-FLOWERS.COM $21.37 $1,378 $11 $307 $1,674 1.0x 0.9x 10.4x 9.9x 30% 5% 9% 9%Kogan.com Ltd $14.82 $1,567 $101 $2 $1,467 3.2x 2.9x 29.1x 25.1x 56% 9% 11% 12%Boozt AB (publ) $16.04 $929 $97 $76 $908 1.9x 1.6x 21.6x 18.5x 29% 18% 9% 9%Westwing Group AG $31.13 $623 $97 $35 $557 1.1x 1.0x 10.7x 16.2x 69% 11% 10% 6%PetMed Express $30.62 $615 $106 $0 $509 1.6x 1.6x 12.8x 11.4x 12% 4% 13% 14%home24 SE $19.47 $514 $56 $46 $488 0.9x 0.8x 37.7x 24.4x 30% 13% 2% 3%

Summary Statistics

Mean 2.3x 2.0x 23.8x 20.0x 32% 16% 8% 8%Median 1.8x 1.5x 21.4x 19.0x 30% 13% 7% 8%

MarketplacesAlibaba Group Holding Limited $312.56 $845,674 $54,720 $21,014 $827,816 8.9x 7.0x 29.0x 21.7x 34% 26% 31% 32%MercadoLibre $1,300.98 $64,672 $2,764 $1,396 $63,304 17.8x 13.1x NM NM 56% 35% 6% 6%Uber Technologies $34.06 $59,694 $7,787 $9,592 $62,470 4.9x 3.5x NM NM (10%) 42% (20%) (2%)eBay Inc. $49.28 $34,490 $3,660 $8,134 $38,964 3.8x 3.6x 10.0x 9.4x (5%) 6% 38% 38%Copart $111.28 $26,259 $478 $518 $26,299 11.6x 10.1x 27.1x 24.1x 2% 15% 43% 42%Delivery Hero SE $116.90 $23,280 $2,903 $1,976 $22,350 6.8x 4.7x NM NM 132% 46% NM (8%)Just Eat Takeaway.com N.V. $114.06 $16,965 $591 $641 $17,020 6.5x 5.5x 44.1x 37.2x 461% 19% 15% 15%Etsy $132.42 $15,801 $1,525 $1,110 $15,387 10.2x 9.0x 34.5x 31.5x 86% 14% 30% 28%Farfetch Limited $29.22 $9,923 $802 $610 $9,887 6.4x 4.9x NM NM 59% 30% (5%) 1%Grubhub Inc. $74.76 $6,899 $467 $617 $7,049 4.3x 3.7x NM 45.9x 27% 16% 5% 8%Lyft $22.93 $7,156 $2,776 $1,052 $5,432 2.2x 1.4x NM NM (32%) 53% NM (7%)Fiverr International Ltd. $153.37 $5,386 $214 $5 $5,176 28.5x 21.0x NM NM 71% 36% 4% 9%Vroom $40.36 $5,252 $651 $126 $4,727 3.5x 1.8x NM NM NA 92% (12%) (5%)Shutterstock $67.10 $2,431 $383 $43 $2,090 3.2x 3.0x 14.5x 13.9x 1% 7% 22% 21%The RealReal $13.63 $1,194 $410 $278 $1,062 3.4x 2.5x NM NM 0% 38% NM (14%)Infibeam Avenues Limited $1.12 $740 $24 $3 $720 9.3x 6.6x 32.4x 21.2x (34%) 41% 29% 31%Cars.com $7.68 $516 $57 $655 $1,114 2.1x 1.9x 7.4x 6.5x (11%) 9% 28% 29%

Summary Statistics

Mean 7.8x 6.1x 24.9x 23.5x 52% 31% 15% 13%Median 6.4x 4.7x 28.0x 21.7x 15% 30% 18% 9%

GCA is a global investment bank that provides strategic M&A, capital markets and private funds advisory services to growth companies and market leaders. The firm offers worldwide coverage with over 500 professionals in 25 offices across America, Asia and Europe. Built by the people that run the business, GCA is a firm of experts who focus on deals that require commitment, original perspective, skill and exceptional networks.

www.gcaglobal.com

This report was prepared by GCA Advisors, LLC, a registered broker-dealer and member of FINRA and SIPC. Sources of data include Capital IQ and other news organizations. Information obtained from third-party sources is considered reliable, but we do not guarantee that the information herein is accurate and complete. The report shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities mentioned herein; past performance does not guarantee future results. Recipients of this report should not interpret the information herein as sufficient grounds for an investment decision or any other decision.

DISCLAIMER: This report includes logos or other words or devices that may be registered trademarks of their respective owners. Such use is solely for purposes of convenience in referring to the trademark owners and their products/services. This report and its contents are not endorsed by, sponsored by or affiliated with any trademark owners. GCA Advisors, LLC and its affiliates are not affiliated with any trademark owner but may provide financial services to one or more trademark owners or their affiliates.

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