Market MonitorWINTER 2020

Online Retail

Select Consumer & Retail Tombstones

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Online Retail

Online Retail Sales Posting Strong Growth and Market Penetration

Holiday Average Order Value YoY Growth

Industry Update U.S. Online Sales as a Share of Total Retail Sales

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• In 2019, total global ecommerce sales reached $3.5 trillion, outpacing the$3.3 trillion projected for the year. By 2021, global ecommerce sales areprojected to be $4.9 trillion, representing a 2 year compound annual growthrate (“CAGR”) of approximately 18.3%.

• The U.S. Department of Commerce reported that online retail sales reached$154.5 billion in the U.S. in Q3 2019, an increase of 18.0% from Q3 2018.By contrast, total retail sales experienced an increase of only 3.0% duringthe same period; proving online is outpacing traditional brick and mortar.

• Ecommerce sales accounted for approximately 11.2% of total retail sales inQ3 2019. Online sales are expected to continue to gain market share andmake up 13.4% of total retail sales by 2021. Growth will be driven by theevolving relationship between brands and consumers, and the shift tomobile platform shopping making it easier and more convenient for usersto shop online.

• In addition, overall ecommerce Average Order Value (“AOV”) increasedsignificantly YoY during the 2019 holiday season. The largest increase canbe seen during Cyber Week and Black Friday which increased 9.9% and9.1%, respectively.

• Amazon continues to dominate the ecommerce market once againsurpassing $1 trillion in market cap with the company stating the 2019holiday season was “record breaking,” shipping billions of items and addingnearly 5 million new users to Amazon Prime.

• 36.0% of U.S. internet users stated social networks have become asimportant as other information sources for making product choices (socialcommerce) in 2018, as compared to only 27.0% in 2015, with this growthexpected to continue into 2020.

Source: U.S. Department of Commerce, Statista, Bloomberg, MasterCard SpendingPulse, eMarketer & Moss Adams Capital estimates.

7.7%

9.1%

5.5%

7.0%

9.9%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

Thanksgiving Black Friday Super Saturday Cyber Monday Cyber Week

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

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$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

$160,000

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Total Retail Sales ($) E-Commere as a Percent of Total Retail Sales

Online Retail

Public Company Valuations

Source: CapitalIQ, company filings.

Note: Not meaningful (NM) if EV/Sales is greater than 10x, or EV/EBITDA is greater than 40x. NA if denominator is 0, for percentages and multiples, or if estimates are not available. NTM figures are based on the median estimate of Wall St. analysts.

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$ in millions, except share price TTM Data NTM Estimated Growth EV Multiple

Company Name

Share

Price 52wk High / Low

Market

Cap

Enterprise

Value Revenue EBITDA

EBITDA

Margin Revenue EBITDA

TTM

Revenue

TTM

EBITDA

NTM

Revenue

NTM

EBITDA

Mid/Small Cap

Stamps.com Inc. $74.49 $207.25 / $32.54 $1,338 $1,282 $581 $146 25.2% (6.5%) (20.5%) 2.21x 8.8x 2.36x 11.0x

1-800-FLOWERS.COM, Inc. $15.19 $21.77 / $12.01 1,010 884 1,301 99 7.6% 7.4% 2.3% 0.68x 9.0x 0.63x 8.8x

Revolve Group, Inc. $17.79 $48.36 / $14.35 899 848 581 52 8.9% 20.9% 36.3% 1.46x 16.5x 1.21x 12.1x

PetMed Express, Inc. $25.21 $27.80 / $15.00 509 417 274 33 11.9% 4.9% (1.1%) 1.52x 12.8x 1.45x 13.0x

Liberty TripAdvisor Holdings, Inc. $5.89 $17.90 / $5.82 436 3,798 1,571 303 19.3% 4.2% 51.0% 2.42x 12.5x 2.32x 8.3x

Lands' End, Inc. $11.65 $19.29 / $7.15 380 866 1,403 67 4.7% 4.5% 20.8% 0.62x 13.0x 0.59x 10.8x

Overstock.com, Inc. $8.12 $29.75 / $6.57 274 304 1,541 (118) (7.7%) (5.7%) NM 0.20x NM 0.21x NM

Duluth Holdings Inc. $8.45 $26.87 / $7.51 273 543 607 46 7.5% 7.6% 26.9% 0.90x 11.9x 0.83x 9.4x

U.S. Auto Parts Network, Inc. $2.55 $2.98 / $0.92 90 106 282 (5) (1.7%) 1.2% NM 0.37x NM 0.37x 17.2x

Average $579 $1,005 $905 $69 8.4% 4.3% 16.5% 1.15x 12.1x 1.11x 11.3x

Median $436 $848 $607 $52 7.6% 4.5% 20.8% 0.90x 12.5x 0.83x 10.9x

Large Cap

Amazon.com, Inc. $2,008.72 $2,055.72 / $1,566.76 $1,012,395 $1,034,909 $280,522 $40,814 14.5% 19.1% 24.8% 3.69x 25.4x 3.10x 20.3x

Booking Holdings Inc. $1,830.55 $2,094.00 / $1,640.54 81,605 83,277 14,940 5,968 39.9% 5.9% 3.1% NM 14.0x NM 13.5x

Expedia Group, Inc. $108.45 $144.00 / $93.53 16,378 18,974 11,879 1,404 11.8% 8.3% 57.0% 1.60x 13.5x NA NA

Wayfair Inc. $93.70 $173.72 / $78.61 8,572 9,606 8,608 (639) (7.4%) 27.0% NM 1.12x NM 0.88x NM

Etsy, Inc. $48.81 $73.35 / $39.76 6,202 6,218 748 131 17.4% 29.0% 61.4% NM NM NM 29.5x

Farfetch Limited $12.20 $31.60 / $7.43 3,769 3,613 834 (219) (26.3%) 67.0% NM 4.33x NM 2.59x NM

Average $188,153 $192,766 $52,922 $7,910 8.3% 26.1% 36.6% 2.68x 17.6x 2.19x 21.1x

Median $12,475 $14,290 $10,243 $767 13.2% 23.1% 40.9% 2.64x 14.0x 2.59x 20.3x

All Companies

Average $75,609 $77,710 $21,712 $3,205 8.4% 13.0% 23.8% 1.62x 13.7x 1.38x 14.0x

Median $1,010 $1,282 $1,301 $67 8.9% 7.4% 24.8% 1.46x 12.9x 1.04x 12.1x

Online Retail

Select, Recent M&A Activity

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Source: S&P CapitalIQ, company filings, and Moss Adams Capital Research.

$ in millionsClosed EV/ EV/

Date Target Acquirer/Investor Target Description Implied EV Revenue EBITDA

Announced Bricklink Limited LEGO A/S Operates an online platform to buy and sell new and used LEGO parts - - -

Announced Made in America Company, LLC Made in America Movement Operates an internet based marketplace for products made in America - - -

Announced Budee Inc. Driven Deliveries, Inc. Retails cannabis products online - - -

Announced e-commerce Business of Emerald Valley CBD For The Earth Corp. Provides online retail of CBD (cannabidiol) infused products - - -

Announced Fstop Labs Business of QUBOT LLC Harris Technology Group Limited Comprises a business that supplies drone accessories online - - -

Announced Three Limes, Inc. Oisix Ra Daichi Co., Ltd. Retails plant based meals online $30.0 0.74x -

Announced Fashionphile, LLC Neiman Marcus Group LTD LLC Operates online portal to sell luxury bags, jewelry, and accessories - - -

Announced CustomInk, LLC Great Hill Partners, LP; HarbourVest Partners, LLC Offers shirts, caps, and other custom products online - - -

Announced Wise Gull, Inc. d.b.a. Blenders Eyewear Safilo Group S.p.A. Manufacturers and sells eyewear for men and women online $90.0 2.34x -

Announced Colorado Kayak Supply Twitch LLC Sells paddle sports equipment and accessories online - - -

Announced Intimates Online, Inc. Wacoal International Corp. Offers women's clothing online $140.0 12.18x -

Announced StubHub, Inc. viagogo AG Operates an online marketplace to buy and sell tickets $4,050.0 - -

Announced JFC Travel Group Co. Travelzoo Offers cheap flight deals on their website $20.0 - -

Announced PARK PLACE MOTORCARS, LTD Asbury Automotive Group, LLC Operates as an online dealer of new and pre-owned cars $1,030.0 0.54x 10.3x

Announced Hello Products LLC Colgate-Palmolive Company Manufacturers and sells oral health products online - - -

Jan-20 Honey Science Corporation PayPal Holdings, Inc. Provides an online service that automatically finds coupon codes for users $4,000.0 40.00x -

Jan-20 King Kylie, LLC HFC Prestige Products, Inc. Develops and sells beauty products online $1,176.5 6.65x -

Jan-20 Wagner Supply Co., Inc. BCPE Empire Holdings, Inc. Offers janitorial products online - - -

Jan-20 Limitless Coffee, LLC Keurig Dr Pepper Inc. Produces and offers coffee and tea on its website - - -

Jan-20 Zija International, Inc. Isagenix International, LLC Manufacturers and sells health and wellness products online - - -

Jan-20 Auto List, Inc. CarGurus, Inc. Operates as an online marketplace for new and used cars - - -

Jan-20 Work World America, Inc. Gart Capital Partners Offers footwear and apparel for work online and in its stores - - -

Dec-19 Substantially All Assets of ICTV Brands Inc NoNoDerma, LLC Develops and sells health, beauty, and wellness products online - - -

Dec-19 Denver Outfitters inc. Thule Group AB (publ) Develops and provides roof racks, rod vaults, apparel and stickers online - - -

Dec-19 Frost Electric Supply Company Consolidated Electrical Distributors, Inc. Distributes electrical supplies online - - -

Dec-19 Scuf Gaming International, LLC Corsair Components, Inc. Manufactures and sells video games controllers online - - -

Dec-19 Holistic Hound LLC Healthy Spot LLC Manufacturers and retails CBD infused pet treats online and in store - - -

Nov-19 Orgain, Inc. Ontario Teachers' Pension Plan Board Produces and sells nutritional and organic food and supplements online and in stores - - -

Nov-19 Drunk Elephant Holdings, LLC Shiseido Americas Corporation Manufacturers and markets skincare products online $845.0 11.27x -

Nov-19 The Mane Choice Hair Solution LLC MAV Beauty Brands Inc. Manufacturers and supplies hair care products online $90.8 3.72x 14.2x

Nov-19 Quest Nutrition, LLC Atkins Nutritionals Holdings, Inc. Produces and markets protein products on their website $1,000.0 - -

Nov-19 OrnamentShop.com Trinket Shop, LLC Retails ornaments and gift items through its online platform - - -

Nov-19 Advanced Lighting Concepts, Inc. Pfingsten Partners, L.L.C.; Pfingsten Partners Fund V, L.P. Retails LED lighting systems online - - -

Nov-19 Bow & Drape Inc. Brand Value Growth LLC Offers custom designed apparel and accessories for women online - - -

Oct-19 Morgan & Milo, LLC Zutano Global, Inc. Manufacturers and sell shoes on their website and retail stores - - -

Oct-19 WallMonkeys, LLC Holmes Stamp Company Manufacturers wall decals for homes and businesses and sells them online - - -

Oct-19 Muse Publishing, Inc. ShootProof, LLC Operates an e-commerce platform that offers custom wholesale photography - - -

Oct-19 Avenue's E-Commerce Assets City Chic Collective Limited Operates as an online apparel retail business $16.5 - -

Oct-19 Musser's Markets Giant Food Stores, LLC Operates an online food marketplace - - -

Online Retail

Select, Recent M&A Activity

Source: S&P CapitalIQ, company filings, and Moss Adams Capital Research.

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$ in millionsClosed EV/ EV/

Date Target Acquirer/Investor Target Description Implied EV Revenue EBITDA

Oct-19 Uno Alla Volta, LLC Artful Home, LLC Sells artist-made goods online - - -

Oct-19 Certain Assets Of XP Innovation, LLC Amain.Com, Inc. Offers bike parts online - - -

Oct-19 Bluwire Group, LLC 12 ReTech Corporation Sells consumer electronics online and in-store - - -

Oct-19 All Assets of Loot Crate, Inc. Money Chest LLC Offers a subscription service for monthly packages of collectibles - - -

Sep-19 Cameron's Coffee and Distribution Company Grupo Nutresa S. A. Produces and supplies coffee on their website $113.0 1.57x -

Sep-19 Substantially All Assets of LuckyVitamin Corporation Lucky Health Group, Inc. Operates an e-commerce site that offers vitamins and nutritional supplements - - -

Sep-19 Northerner Scandinavia Inc. Snusbolaget Norden Ab (nka:Haypp Group AB) Offers smokeless nicotine products online - - -

Sep-19 Shutterfly, Inc. Apollo Global Management, LLC Manufactures and retails personalized products $2,750.6 1.32x 12.7x

Sep-19 Hills Point Industries, LLC Trilantic Capital Management L.P. Engages in the online retail of household brands - - -

Sep-19 CBD247STORE.COM Holiday Island Holdings, Inc. Operates as an online retailer of CBD products - - -

Aug-19 Vitamin Packs, Inc. Atrium Innovations Inc. Offers vitamins and nutritional supplements online - - -

Aug-19 Reverb Holdings, Inc. Etsy, Inc. Operates an online portal to buy, sell, and trade used gear and guitars $275.0 7.63x -

Aug-19 Fully LLC Knoll, Inc. Manufacturers and sells office furniture products and accessories online - - -

Aug-19 iiCayr, LLC Complete HealthCare Solutions, Inc. Operates an e-commerce platform for contact lenses - - -

Aug-19 Shari's Berries 1-800-Flowers.com Inc. Online retailer of gourmet foods $20.5 - -

Aug-19 Greats Brand, LLC Steven Madden, Ltd. Operates an online men's footwear store $19.0 1.46x -

Aug-19 International Lighting Corporation 3 Rivers Capital, LLC Online retailer and distributor of light bulbs and batteries - - -

Aug-19 Provide Creations, Inc. PlanetArt, LLC Sells personalized gifts online $18.1 - -

Aug-19 Master Minded Distribution SHO Products, LLC Engages in the online distribution of smoking supplies and accessories - - -

Jul-19 Creative Genius, Inc. Vera Bradley, Inc. Online retailer of handmade bracelets $122.5 1.79x 8.9x

Jun-19 Mini Pharmacy Enterprises, Inc. Angeles Equity Partners, LLC Engages in the supply of diabetic supplies online - - -

Jun-19 Graphics and More Trevco, Inc. Online retailer of apparel, home, office products, jewelry, and accessories - - -

May-19 FTD Companies, Inc. (nka:GUE Liquidation Companies, Inc.) Travertine Creek, Inc. Operates as an online floral and gift company $191.8 0.19x 8.7x

Apr-19 The Sportsman's Shop Inc. BSN Sports, LLC Online direct marketing and distribution of sports apparel and equipment - - -

Apr-19 Iconery, Inc. Heartbeat Technologies, Inc. Operates an online marketplace for jewelry in the United States - - -

Apr-19 Atelier Fashion Company, Inc. OTB S.p.A. Operates an online clothing store for men and women - - -

Apr-19 Original, Inc. World Co., Ltd. Operates as an online fashion clothier that retails dress shirts $37.5 19.50x -

Mar-19 Apex Dental Materials, Inc. Inter-Med, Inc. Provides online retailing of dental devices, products, and equipment - - -

Feb-19 Fresh Finds, LLC/Harriet Carter Gifts, Inc. AmeriMark Holdings, LLC (nka:Amerimark Interactive, Inc.) Engages in the online retail of kitchen and home products - - -

Feb-19 Financial & Office Systems, Inc. SmartSource LLC Operates an online marketplace for office and promotional products - - -

Jan-19 MyJane, Inc. MJIC, Inc. (nka:ManifestSeven) Retails therapeutic cannabis products online for women - - -

Jan-19 J.E.S. Restaurant Equipment, Inc. BJ Beltram, Inc. Sells commercial restaurant equipment and kitchen supplies online - - -

Jan-19 Cardpool, Inc. Private Investor Provides a gift card exchange marketplace to buy, sell, and trade gift cards - - -

Jan-19 EMS Safety Services, Inc. Health & Safety Institute, Inc. Engages in online retail of health and safety supplies - - -

Jan-19 The Drama Book Shop, Inc. Private Investor Retails sheet music and theatre-related books - - -

Jan-19 Stadium Goods Farfetch Limited Online retailer of sneaker and streetwear footwear, apparel, and accessories $250.0 - -

Jan-19 CM Promotions Inc. Geiger Bros. Sells promotional products online - - -

Jan-19 Washabaugh Entity A LLC Belnick Incorporated Sells classroom and office furniture online - - -

Median $113.0 1.79x 10.3x

Online Retail

Overview of Select, Notable Transactions

Source: Company press releases, S&P CapitalIQ

Announced November 2019acquired

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Shiseido Company, Limited (“Shiseido”) has acquired Drunk Elephant Holdings, LLC (“Drunk Elephant”), a manufacturer and online retailer ofskincare products, for $845 million. This corresponds to an implied EV/Revenue multiple of 11.27x.

Masahiko Uotani, President and CEO of Shiseido, stated, “Drunk Elephant’s approach strongly resonates with its highly engaged and loyalconsumers, who value the integrity and effectiveness of Drunk Elephant’s formulations combined with a fun, curious approach. I am confident thatunder Marc Rey’s leadership in the Americas and Shiseido’s global platform and unique resources, we will strongly support Drunk Elephant on itsongoing growth trajectory.”

Tiffany Masterson, Founding Partner and Chief Creative Officer at Drunk Elephant, stated, “To join with a powerhouse beauty company such asShiseido that leads the industry in innovation and global excellence is a dream come true for me and for Drunk Elephant. We share similar values,most importantly an unwavering commitment to the consumer.”

Shiseido owns a large portfolio of beauty brands including Nars, Laura Mercier, Bareminerals, and Dolce & Gabbana.

November 2019acquired

In November, viagogo AG (“viagogo”) announced its acquisition of StubHub, Inc. (“Stubhub”), an online platform that enables fans to buy and selltickets to sporting events, concerts, theatre performances and other live entertainment, for approximately $4.1 billion.

Eric Baker, viagogo's founder and CEO, stated, "Buyers will have a wider choice of tickets, and sellers will have a wider network of buyers. Bringingthese two companies together creates a win-win for fans - more choice and better pricing."

Scott Schenkel, interim CEO of eBay Inc. (parent company of Stubhub), stated, "Over the past several months, eBay's leadership team and Board ofDirectors have been engaged in a thorough review of our current strategies and portfolio, and we concluded that this was the best path forward forboth eBay and StubHub. We firmly believe in the StubHub business and we are excited about its future growth potential with viagogo as its owner.“

Eric Baker co-founded StubHub while in business school, but had left the company prior to when it sold to eBay for $310 million in 2007.

Online Retail

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