Online Retail Market Monitor - March 2021 - Hexagon Capital Alliance

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Online Retail Market Monitor - March 2021 - Hexagon Capital Alliance
Mergers & Acquisitions   Capital Raise    Strategic Advisory

Online Retail Market Monitor
                                                March 2021
Online Retail Market Monitor - March 2021 - Hexagon Capital Alliance
RECENT HCA TRANSACTION ANNOUNCEMENT                                                Mergers & Acquisitions   Capital Raise   Strategic Advisory

                             Quadrant Private Equity (“Quadrant”) has acquired a majority interest in Annex
                             Products Pty Ltd (“Annex”), the maker of Quad Lock, an innovative, case-based, mobile                        Transaction
                             device mounting ecosystem that caters to outdoor enthusiasts. Quadrant is investing                         Announcement

                             alongside the founders of the business, Rob Ward and Chris Peters. We acted as
                             financial advisor to Annex.

                             “Working with the [HCA] team was great, and, although we did the entire deal                                  Experience

                             remotely, we were always confident that Tyler and his team understood our needs and
                             were 100% across all aspects of the deal,” said Rob Ward, co-founder of Annex.

                             Since its founding in 2011, millions of Quad Lock products have shipped to more than                         Market Data

                             100 countries. The Quad Lock brand has grown to be a global leader in smartphone
                             mounting solutions as a result of its continued focus on high-quality products, global
                             distribution network and brand position, particularly in the cyclist, motorcycle, and
                                                                                                                                          Transaction
                             drive and run segments.                                                                                         Data

                             Annex leveraged its market leading DTC platform to accelerate Quad Lock’s global
                             growth and enhance profit margins. Its expertise in the DTC distribution channel
                             differentiated itself, operationally and financially, from other competitors and solidified                 HCA Overview

                             its best-in-class position in the segment.

                             Justin Ryan, managing partner at Quadrant Private Equity, said, “Quad Lock has
                             experienced very strong growth in recent years due to the company’s global customer                            Services

                             reach, market leading direct-to-consumer online business, and ongoing focus on
                             innovative new product development. We are excited to be partnering with Rob, Chris,
                             and the Quad Lock team in their next phase of growth.”
                                                                                                                                             Advice

                             Quadrant Private Equity is a leading, Sydney-based middle market private equity
                             group. The firm has raised in excess of $5.1 billion and 10 funds since inception. This
                             represents the sixth investment that Quadrant has made from the $400 million
                             Quadrant Growth Fund, which was raised in April 2019.                                                         Contact Us

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Online Retail Market Monitor - March 2021 - Hexagon Capital Alliance
PROVEN TRACK RECORD OF SUCCESSFUL TRANSACTIONS   Mergers & Acquisitions   Capital Raise   Strategic Advisory

                                                                                                        Transaction
                                                                                                       Announcement

                                                                                                         Experience

                                                                                                        Market Data

                                                                                                        Transaction
                                                                                                           Data

                                                                                                       HCA Overview

                                                                                                          Services

                                                                                                           Advice

                                                                                                         Contact Us

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Online Retail Market Monitor - March 2021 - Hexagon Capital Alliance
ONLINE RETAIL SALES POSTING STRONG GROWTH                                                                                                                                               Mergers & Acquisitions     Capital Raise         Strategic Advisory

                                     Industry Update                                                                                          U.S. Online Sales as a Share of Total Retail Sales
 ▪ The U.S. Department of Commerce reported that online retail sales                                                               $220,000                                                                                            18.0%
                                                                                                                                                    Total Retail Sales ($)
   reached $209.5 billion in Q3 2020, an increase of 36.7% as compared to                                                          $200,000                                                                                                                                        Transaction

                                                                                       Total Online Retail Sales ($ in millions)
                                                                                                                                                    E-Commerce as a Percent of Total Retail Sales                                      16.0%                                      Announcement
   Q3 2019. While Q4 data has yet to be released, the acceleration is

                                                                                                                                                                                                                                               Percentage of Total Retail Sales
                                                                                                                                   $180,000
   expected to have continued with record sales during the holiday                                                                 $160,000
                                                                                                                                                                                                                                       14.0%

   shopping season.                                                                                                                $140,000
                                                                                                                                                                                                                                       12.0%

 ▪ Within the U.S., online sales during the holiday season (Nov. 1 – Dec.                                                          $120,000                                                                                            10.0%                                       Experience

   31) grew to a record $188.2 billion, representing a 32.1% YoY increase                                                          $100,000                                                                                            8.0%
   from 2019.                                                                                                                       $80,000
                                                                                                                                                                                                                                       6.0%
                                                                                                                                    $60,000
 ▪ Since the onset of COVID-19, the frequency of online shopping in the                                                                                                                                                                4.0%
                                                                                                                                    $40,000                                                                                                                                        Market Data
   U.S. has increased across all age demographics. Trends in mobile                                                                                                                                                                    2.0%
                                                                                                                                    $20,000
   commerce and social media advertising continue to facilitate the shift
                                                                                                                                         $-                                                                                            0.0%
   to online purchases. We anticipate this trend to continue; creating a
   pathway for brands to reach new customers while keeping customer                                                                                                                                                                                                                Transaction
   acquisition costs under control.                                                                                                                                                                                                                                                   Data

                     Online U.S. Holiday Sales ($ in billions)                                                                                     Online Shopping during COVID-19 in the U.S.
                                                                                                                                                                                                                                                                                  HCA Overview
$200.0                                                                        $188.2                                                                                Once a week or more          A few times / month      Almost Never

                                                                                                                                                     Before                        48%                             36%                 16%
$160.0                                                                                                                                Younger
                                                                     $142.5
                                                                                                                                       than 35
                                                            $126.0                                                                                   During                              62%                             23%           15%                                          Services

$120.0                                             $108.2
                                       $94.4
                          $82.5                                                                                                                      Before                  36%                          38%                        26%
 $80.0       $70.1                                                                                                                       35 - 54
                                                                                                                                                     During                    44%                           28%                 28%                                                 Advice

 $40.0
                                                                                                                                                     Before            27%                         37%                         36%
                                                                                                                                        55 and
  $0.0                                                                                                                                   older                                                                                                                                     Contact Us
                                                                                                                                                     During                  34%                       34%                      32%
             2014         2015         2016         2017    2018     2019     2020
Source: U.S. Department of Commerce, Adobe Analytics,
                                                                                                                     4
Online Retail Market Monitor - March 2021 - Hexagon Capital Alliance
COMPANIES ADAPTING TO THE COVID-19 ENVIRONMENT                                                                         Mergers & Acquisitions   Capital Raise         Strategic Advisory

                                                                Changing Business Model
 ▪ As the long-term impact of COVID-19 continues to develop, short-term disruptions have caused many companies to begin changing their business to
   operate in the post-COVID19 world.                                                                                                                                                 Transaction
                                                                                                                                                                                     Announcement
 ▪ While many traditional big box retailers have been able to adapt to a more E-Commerce centric business model, traditional mall retailers continue to
   struggle to implement necessary changes to maneuver the current environment. For example, Macy’s recently announced the permanent closure of
   nearly one-fifth of their stores, or roughly 125 locations over the coming years, while Nordstrom announced a similar plan to 15% of their total locations.
                                                                                                                                                                                       Experience
 ▪ Regarding M&A activity, many consumer-focused private equity funds have shifted away from brick-and-mortar assets in favor of companies that have
   demonstrated an ability to leverage online platforms to thrive in a post-pandemic environment. Similarly, strategic acquirers who are burdened with
   physical locations are seeking E-Commerce focused targets to diversify brands, boost margin, and more easily reach the global online consumer. In this
   environment, the key for sellers is to demonstrate that their DTC channel growth is sustainable (not just COVID related) and that they are well positioned
                                                                                                                                                                                      Market Data
   for the future of E-Commerce.

                Big Box Retailers Recent Stock Performance                                      Mall Retailers Recent Stock Performance
                                                                                                                                                                                      Transaction
                                                                                                                                                                                         Data
   80.0%                                                                              80.0%

   60.0%                                                           Target
                                                                                      60.0%

   40.0%                                                                              40.0%                                                                       American Eagle     HCA Overview
                                                                   Lowe’s
                                                                   Walmart
   20.0%                                                                              20.0%
                                                                   The Home Depot
                                                                                                                                                                  The Gap
    0.0%                                                                               0.0%
                                                                                                                                                                                        Services
    80.0%
  (20.0%)                                                                              80.0%
                                                                                     (20.0%)                                                                      Nordstrom
                                                                                                                                                                  Macy’s
    60.0%
  (40.0%)                                                                              60.0%
                                                                                     (40.0%)

    40.0%
  (60.0%)                                                                              40.0%
                                                                                     (60.0%)
                                                                                                                                                                                         Advice
  (80.0%)
    20.0%                                                                            (80.0%)
                                                                                       20.0%

(100.0%)
    0.0%                                                                            (100.0%)
                                                                                        0.0%

  (20.0%)                                                                            (20.0%)                                                                                           Contact Us

  (40.0%)                                                                            (40.0%)
Source: CapitalIQ, company filings.
  (60.0%)                                                                           5(60.0%)
Online Retail Market Monitor - March 2021 - Hexagon Capital Alliance
PUBLIC COMPANY VALUATIONS                                                                                                                                                       Mergers & Acquisitions           Capital Raise       Strategic Advisory

$ in millions, except share price                               2/16/21                                                         TTM Data                        NTM Est. Growth                             EV Multiple
                                                                 Share      Market       Enterprise                              Gross                EBITDA                             TTM         TTM               NTM          NTM
Category                           Company Name                  Price       Cap           Value      Sales      Gross Profit    Margin    EBITDA     Margin    Sales    EBITDA          Sales      EBITDA             Sales       EBITDA

                                   Amazon.com, Inc.             $3,268.95   $1,646,128   $1,662,961   $386,064     $152,757       39.6%     $48,150     12.5%    22.6%      49.8%          4.31x           34.5x           3.5x      23.1x
                                   eBay Inc.                        62.87       42,776       47,267     10,271        7,798       75.9%       3,326     32.4%    16.4%      25.7%          4.60x           14.2x           4.0x      11.3x
                                                                                                                                                                                                                                                     Transaction
                                   Etsy, Inc.                     228.32        28,789       28,375      1,378          973       70.6%        328      23.8%    29.2%      53.3%           NM              NM            15.9x       NM            Announcement
                                   Wayfair Inc.                   277.55        28,571       29,846     13,008        3,625       27.9%        143      1.1%     17.6%     365.2%          2.29x            NM             2.0x      44.7x
       Online Retailers / Brands

                                   Farfetch Limited                 69.75       23,687       23,715      1,516          698       46.0%       (337)       NA     33.8%    (106.7%)          NM              NA            11.7x       NM
                                   Stamps.com Inc.                274.16         5,000        4,697       713           537       75.3%        199      27.9%     4.6%      18.5%          6.59x           23.7x           6.3x      20.0x
                                   Overstock.com, Inc.            104.47         4,468        4,071      2,237          503       22.5%         19      0.8%     19.5%     341.9%          1.82x            NM             1.5x      48.6x
                                                                                                                                                                                                                                                      Experience
                                   Revolve Group, Inc.              37.65        2,644        2,500       587           305       51.8%         62      10.5%    10.2%      13.3%          4.26x           40.3x           3.9x      35.6x
                                   1-800-FLOWERS.COM, Inc.          31.30        2,030        1,937      1,858          791       42.6%        173      9.3%     12.1%      19.4%          1.04x           11.2x           0.9x       9.4x
                                   CarParts.com, Inc.               21.40        1,026         996        387           135       34.9%           8     2.2%     21.8%      83.6%          2.57x            NM             2.1x       NM
                                   Lands' End, Inc.                 31.06        1,013        1,419      1,439          612       42.5%         89      6.2%      3.8%      (0.9%)         0.99x           15.9x           1.0x      16.1x
                                   PetMed Express, Inc.             37.88         761          655        312            91       29.2%         40      12.8%     3.5%      11.4%          2.10x           16.3x           2.0x      14.7x           Market Data
                                   Duluth Holdings Inc.             14.07         462          731        642           333       51.8%         54      8.4%      6.4%      22.0%          1.14x           13.5x           1.1x      11.1x
                                                                Median         $4,468       $4,071     $1,439         $612        42.6%        $89      9.9%    16.4%      22.0%          2.29x        16.1x              2.1x       18.0x
                                                                Average     $137,489      $139,167    $32,339      $13,012        47.0%     $4,020     12.3%    15.5%      69.0%          2.88x        21.2x              4.3x       23.4x
   E-Commerce Payment

                                   PayPal Holdings, Inc.         $304.79     $356,963      $353,649    $21,454      $10,001       46.6%      $4,295     20.0%    19.3%      73.6%           NM              NM            13.8x      47.4x           Transaction
                                   Fiserv, Inc.                   110.20        73,882       94,659     14,852        7,040       47.4%       4,480     30.2%     7.7%      40.9%          6.37x           21.1x           5.9x      15.0x              Data
        Processors

                                   Global Payments Inc.           196.70        58,682       66,543      7,424        3,798       51.2%       2,879     38.8%     1.8%      24.7%          8.96x           23.1x           8.8x      18.5x
                                   Afterpay Limited               115.84        33,972       33,860       329           236       71.8%           7     2.0%    126.2%        NM            NM              NM            45.5x       NM
                                   Shift4 Payments, Inc.            81.57        3,683        4,041       758           179       23.5%        (12)       NA     28.3%        NM           5.33x            NA             4.2x      30.4x
                                                                Median        $58,682      $66,543     $7,424       $3,798        47.4%     $2,879     25.1%    19.3%      40.9%          6.37x        22.1x              8.8x       24.5x          HCA Overview
                                                                Average     $105,436      $110,550     $8,963       $4,251        48.1%     $2,330     22.7%    36.7%      46.4%          6.89x        22.1x            15.6x        27.9x
       E-Commerce Infrastructure

                                   Shopify Inc.                 $1,474.00    $181,097      $175,879     $2,457       $1,301       53.0%        $59      2.4%     44.9%     820.9%           NM              NM            49.4x       NM
                                   Snowflake Inc.                 294.55        83,387       78,839       489           295       60.3%       (421)       NA     92.0%     (35.6%)          NM              NA             NM          NA
                                   VeriSign, Inc.                 198.15        22,611       23,234      1,265        1,085       85.8%        871      68.8%     3.9%       4.3%           NM             26.7x          17.7x      25.6x
                                                                                                                                                                                                                                                       Services
                                   Wix.com Ltd.                   279.46        15,549       14,924       911           642       70.5%       (141)       NA     30.6%    (206.7%)          NM              NA            12.5x       NM
                                   GoDaddy Inc.                     85.01       14,380       16,897      3,317        2,158       65.1%        519      15.6%    11.6%      94.5%          5.09x           32.6x           4.6x      16.8x
                                   BigCommerce Holdings, Inc.       74.81        5,173        5,033       140           108       77.2%        (31)       NA     18.1%      (5.4%)          NM              NA            30.4x        NA
                                                                Median        $19,080      $20,066     $1,088         $863        67.8%        $14     15.6%    24.3%      (0.6%)         5.09x        29.6x            17.7x        21.2x
                                                                Average       $53,700      $52,468     $1,430         $932        68.6%       $143     29.0%    33.5%     112.0%          5.09x        29.6x            22.9x        21.2x              Advice

                                                                Median        $19,080      $20,066     $1,408         $670        51.5%        $75     12.5%    17.8%      23.3%          4.26x        22.1x              4.6x       19.2x
 Overall Online Retail
                                                                Average     $109,864      $111,530    $19,742       $8,167        52.6%     $2,698     17.1%    24.4%      77.6%          3.83x        22.8x            10.8x        24.3x

                                                                                                                                                                                                                                                      Contact Us
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.
Source: CapitalIQ, company filings.
Online Retail Market Monitor - March 2021 - Hexagon Capital Alliance
SELECT, RECENT M&A ACTIVITY                                                                                                                                                                                     Mergers & Acquisitions     Capital Raise               Strategic Advisory

$ in millions
   Close                                                                                                                                                                                                                                                         EV/        EV/
   Date         Target                                  Acquirer/Investor                               Short Description                                                                                                                   Implied EV       Revenue    EBITDA
Announced Drizly, Inc.                                  Uber Technologies, Inc.                         Develops a smart phone application that allows users to get on-demand beer, wine, and liquor deliveries                                $1,100.0             -         -

Announced GunBroker.com, LLC                            AMMO, Inc.                                      Operates an online firearm auction platform                                                                                                      -          -         -

Announced JM Bullion, Inc.                              A-Mark Precious Metals, Inc.                    Operates as an online retailer of precious metals                                                                                        $173.9         0.12x         -
                                                                                                                                                                                                                                                                                        Transaction
Announced RuMe Inc.                                     The GEM Group, Inc.                             Operates as an online store that offers duffel bags, travel accessories, travel apparel, reusable totes, and everyday bags                       -          -         -        Announcement

Announced ZAGG Inc                                      Evercel, Inc.                                   Designs, manufactures, and distributes mobile tech accessories                                                                           $226.4         0.48x      6.5x

Announced Boxy Charm Inc.                               Personalized Beauty Discovery, Inc.             Provides monthly beauty box subscription services                                                                                                -          -         -

Announced 1-800 CONTACTS, Inc.                          KKR & Co. Inc.                                  Engages in the online retail of lenses                                                                                                           -          -         -

Announced TLA Acquisition Corp.                         PLBY Group, Inc.                                Offers adult health and wellness products online                                                                                          $25.0             -         -
                                                                                                                                                                                                                                                                                         Experience

Announced Smoke Cartel, Inc.                            High Tide Inc.                                  Engages in the online retail and wholesale of glass water pipes and related accessories                                                    $8.0             -         -

   Feb-21       Green Garden Products LLC               Central Garden & Pet Company                    Manufactures and sells non-GMO seeds and organic plant food for home gardeners and outdoor hobbyists                                     $532.0             -         -

   Feb-21       DermStore, LLC                          THG Holdings plc (nka:THG Plc)                  Operates as an online retailer of skin care and cosmetic products                                                                        $350.0             -         -

   Feb-21       Wholesome Sweeteners, Inc.              Whole Earth Brands, Inc.                        Produces, packages, and supplies sweeteners and honey                                                                                    $240.5             -         -         Market Data

   Feb-21       EcomAutomotive, Inc.                    The Wheel Group Holdings, LLC                   Operates an E-commerce platform offering outdoor accessory products                                                                              -          -         -

   Feb-21       Venice Longboards                       Sleeping Bear Capital, LLC                      Manufactures and sells skateboards through their website                                                                                         -          -         -

   Feb-21       Vardise Inc.                            Fanfiber Merchandise BV                         Operates an E-commerce website that allows internet creators to design, produce, and sell merchandise                                            -          -         -
                                                                                                                                                                                                                                                                                        Transaction
   Jan-21       recteq, LLC                             Norwest Equity Partners                         Designs, markets, and sells pellet grills and accessories online                                                                                 -          -         -
                                                                                                                                                                                                                                                                                           Data
   Jan-21       Double Wood LLC                         Boyne Capital Partners; SALT Venture Partners   Produces dietary supplements and nootropics products which it offers in-store and online                                                         -          -         -

   Jan-21       Smith & Vandiver Corporation            San Francisco Equity Partners                   Manufactures bath, body, and skincare products which it sells online                                                                             -          -         -

   Jan-21       Jade Leaf Matcha                        WM Partners                                     Operates an online platform through which it sells tea, matcha, latte mix, tools, and gift set                                                   -          -         -

   Jan-21       Apolloversity Incorporated              Pluralsight, Inc.                               Operates a platform that enables development of coding and computer programming lessons online                                                   -          -         -        HCA Overview
   Jan-21       June Life, Inc.                         Weber-Stephen Products LLC                      Manufactures countertop ovens that are sold online                                                                                               -          -         -

   Jan-21       The Equine Network                      Growth Catalyst Partners                        Provides horse-related services online                                                                                                           -          -         -

   Jan-21       Household Essentials, LLC               Regent Holding Company, LLC                     Manufactures, distributes, and retails laundry, storage, organization, and home décor products                                                   -          -         -

   Jan-21       NavePoint LLC                           Infinite Electronics, LLC                       Engages in online retailing of networking equipment, racks, cabinets, shelves, and accessories                                                   -          -         -
                                                                                                                                                                                                                                                                                          Services
   Jan-21       Freshop, Inc.                           NCR Corporation                                 Provides an E-commerce platform for online shopping and delivery of groceries                                                                    -          -         -

   Jan-21       Guardian Technologies LLC               Lasko Products, LLC                             Manufactures and sells home and office health and sanitation products                                                                            -          -         -

   Jan-21       Fresh Direct, LLC                       Centerbridge Partners                           Online fresh food grocer, selling groceries, ingredients, and food online                                                                        -          -         -

   Jan-21       Holden2 LLC                             Swedencare AB (publ)                            Retails pet healthcare products through an online platform                                                                                $21.4         1.35x      8.6x
                                                                                                                                                                                                                                                                                           Advice
   Dec-20       Rhapsody International Inc.             MelodyVR Group PLC (nka:Napster Group PLC)      Provides music and audio streaming services to customers online                                                                           $70.2         0.62x         -

   Dec-20       Supreme Holdings, Inc.                  V.F. Corporation                                Manufactures and retails skateboarding products and accessories                                                                        $2,400.0         4.80x         -

   Dec-20       Furniture Factory Outlet, LLC           American Freight Group, Inc.                    Owns and operates furniture and accessories retail stores                                                                                        -          -         -

   Dec-20       SmartyPants Vitamins, Inc.              Unilever United States, Inc.                    Develops, markets, and distributes GMO-free gummy vitamins and supplements for kids and adults                                                   -          -         -
                                                                                                                                                                                                                                                                                         Contact Us
   Dec-20       Custom Personalization Solutions, LLC   LiveXLive Media, Inc.                           Engages in the retail of apparel, home goods, and jewelry online                                                                           $7.0         0.37x         -

Source: CapitalIQ, company filings.
Online Retail Market Monitor - March 2021 - Hexagon Capital Alliance
SELECT, RECENT M&A ACTIVITY                                                                                                                                                                                       Mergers & Acquisitions      Capital Raise               Strategic Advisory

$ in millions
   Close                                                                                                                                                                                                                                                            EV/        EV/
   Date         Target                                  Acquirer/Investor                                  Short Description                                                                                                                   Implied EV       Revenue    EBITDA
   Dec-20       Florence Beauty, LLC                    Private Investor                                   Engages in online retailing of skincare and makeup products                                                                                      -          -          -

   Dec-20       P & M Solutions, LLC                    Central Garden & Pet Company                       Online retails pest control products in the United States                                                                                        -          -          -

   Dec-20       Think Operations, LLC                   Topix Pharmaceuticals, Inc.                        Engages in retailing of body care, sun care, and baby care products                                                                              -          -          -
                                                                                                                                                                                                                                                                                           Transaction
   Dec-20       Ross-Simons, Inc.                       Nonantum Capital Partners, LLC                     Offers jewelry in their retail stores and online                                                                                                 -          -          -       Announcement

   Dec-20       poppin inc.                             Kimball International, Inc.                        Manufactures and retails various office products online                                                                                  $180.0             -          -

   Dec-20       Nutrisystem, Inc.                       Kainos Capital LP                                  Provides weight management products and services online                                                                                  $575.0             -          -

   Dec-20       WinCraft, Inc.                          Fanatics, Inc.                                     Manufactures licensed and promotional products for retailers, professional sports teams, distributors, and schools                               -          -          -

   Dec-20       Ancestry.com LLC                        The Blackstone Group Inc.                          Provides online family history and personal DNA testing                                                                                 $4,700.0        4.70x          -
                                                                                                                                                                                                                                                                                            Experience

   Dec-20       ProClip USA, LLC                        Prospect Partners, L.L.C.                          Designs and manufactures mounting solutions for commercial and consumer electronic devices                                                       -          -          -

   Dec-20       Topmost Chemical & Paper Corporation    Brady Industries, Inc.                             Distributes janitorial supplies and equipment online                                                                                             -          -          -

   Dec-20       Beverages & More, Inc.                  GoBrands, Inc.                                     Engages in the retail of specialty beverages online and in select retail stores                                                          $350.0             -          -

   Nov-20       Juice&I Inc.                            Puree Juice Bar                                    Produces cold-pressed juices and offers its products through stores and online                                                                   -          -          -        Market Data

   Nov-20       RadioShack.com LLC                      Retail Ecommerce Ventures LLC                      Retails electronic gadgets online                                                                                                                -          -          -

   Nov-20       Simpson Performance Products, Inc.      Holley Performance Products, Inc.                  Designs and manufactures racing and riding safety equipment for the motor sports industry                                                        -          -          -

   Nov-20       RUSTICESCENTUALS.COM, Inc.              Wholesale Supplies Plus, Inc.                      Operates an online fragrance oils, soap, and candle making, and related crafts supplies retail platform                                          -          -          -
                                                                                                                                                                                                                                                                                           Transaction
   Nov-20       Campbell’s Sweets Factory               b.a. Sweetie Candy Company, Inc.                   Produces and retails popcorn, chocolates, cupcakes, and cookies online                                                                           -          -          -
                                                                                                                                                                                                                                                                                              Data
   Nov-20       ARIIX Holdings, LLC                     New Age Beverages Corporation (nka:NewAge, Inc.)   Manufactures nutritional supplements which it sells online and through representatives                                                   $280.3         1.27x      14.0x

   Nov-20       ZOE Baby Products, LLC                  Paladino Capital                                   Produces and engages in the design and manufacture of strollers                                                                                  -          -          -

   Nov-20       MistoBox LLC                            Clive Coffee, LLC                                  Produces coffee and sells it online                                                                                                              -          -          -

   Oct-20       Freshly, Inc.                           Nestlé USA, Inc.                                   Provides freshly prepared meals online                                                                                                  $1,681.0            -          -       HCA Overview
   Oct-20       Incredible Solutions, Inc.              Polytek Development Corp.                          Offers epoxy coating and casting systems through its E-commerce platform                                                                         -          -          -

   Oct-20       MedOfficeDirect, LLC                    HealthLynked Corp.                                 Operates an online marketplace that offers medical equipment and supplies to consumers and medical practices                               $6.0             -          -

   Oct-20       HARA Flow Inc.                          Eco-Growth Strategies Inc.                         Develops and produces a hemp-based CBD products for athletes which it sells through its websites                                                 -          -          -

   Oct-20       Shoebuy.com, Inc.                       CriticalPoint Capital, LLC                         Engages in the online retail women, men, and kids footwear and apparel                                                                           -          -          -
                                                                                                                                                                                                                                                                                             Services
   Oct-20       Gentleman's Box LLC                     Cigar Club, LLC                                    Provides a gift subscription box for men online                                                                                                  -          -          -

   Oct-20       SA Company                              TZP Group                                          Operates as an online retailer of outdoor apparel and other gear                                                                                 -          -          -

   Sep-20       Made in America Company, LLC            Made in America Movement                           Operates an internet based marketplace for products made in America                                                                              -          -          -

   Sep-20       Webb Collection                         HPG                                                Offers personal care and health products online                                                                                                  -          -          -
                                                                                                                                                                                                                                                                                              Advice
   Sep-20       Naturally Pure Therapy Products Corp.   BevCanna Enterprises Inc.                          Engages in the online retailing of natural health products                                                                                 $5.6         1.54x          -

   Sep-20       RTIC Outdoors LLC                       Wind Point Advisors, LLC                           Engages in online retailing of premium coolers and insulated drinkware for outdoor enthusiasts                                                   -          -          -

   Sep-20       Annex Products Pty Ltd                  Quadrant Private Equity                            Designs and manufactures a case-based mounting system which it sells online and through select distributors                        Confidential             -          -

   Sep-20       Assets of CafePress Inc.                PlanetArt, LLC                                     Operates as an online retailer of stock and user-customized products                                                                             -          -          -
                                                                                                                                                                                                                                                                                            Contact Us
                                                                                                           Median                                                                                                                                   $233.5         1.27x      8.6x

Source: CapitalIQ, company filings.
Online Retail Market Monitor - March 2021 - Hexagon Capital Alliance
OVERVIEW OF SELECT, NOTABLE TRANSACTIONS                                                                            Mergers & Acquisitions   Capital Raise   Strategic Advisory

                                                         acquired           parent of                      September 2020
                                                                                                                                                                             Transaction
                                                                                                                                                                            Announcement
 ▪ In September 2020, Quadrant Private Equity (“Quadrant”), a leading, Sydney-based middle market private equity group, acquired Annex Products Pty
   Ltd (“Annex”), the maker of Quad Lock, an innovative, case-based, mobile device mounting ecosystem that caters to outdoor enthusiasts.
 ▪ Annex was founded by Rob Ward and Chris Peters in 2011. Since its founding, millions of Quad Lock products have shipped to more than 100 countries.
                                                                                                                                                                              Experience
   The Quad Lock brand has grown to be a global leader in smartphone mounting solutions as a result of its continued focus on high-quality products,
   global distribution network and brand position, particularly in the cyclist, motorcycle, and drive and run segments.
 ▪ Justin Ryan, managing partner at Quadrant Private Equity, said, “Quad Lock has experienced very strong growth in recent years due to the company’s
   global customer reach, market leading direct-to-consumer online business, and ongoing focus on innovative new product development. We are excited                         Market Data
   to be partnering with Rob, Chris, and the Quad Lock team in their next phase of growth.”
 ▪ “Working with the [HCA] team was great, and, although we did the entire deal remotely, we were always confident that Tyler and his team understood
   our needs and were 100% across all aspects of the deal,” said Rob Ward, co-founder of Annex.                                                                              Transaction
                                                                                                                                                                                Data

                                                         acquired                   September 2020
                                                                                                                                                                            HCA Overview

 ▪ In September 2020, Kohlberg Kravis Roberts (“KKR”), a New York-based private equity firm, announced an acquisition of 1-800 Contacts, the largest
   direct-to-consumer (“DTC”) E-Commerce provider of contact lenses and online vision exams.
                                                                                                                                                                               Services
 ▪ John Graham CEO of 1-800 Contacts stated, “It’s gratifying that KKR sees such incredible value in our brand and that they will continue to support us in
   doing what we do best-delivering the best vision care to consumers with the highest quality customer service.”
 ▪ “We believe 1-800 Contacts’ singular focus on providing a consistent and high-quality customer experience, fueled by industry-leading capabilities and
   telemedicine solutions, positions them well to continue to drive innovation in the category” said Felix Gernburd, KKR Managing Director.                                     Advice

 ▪ Additionally, Felix Gernburd said in an interview, “When shelter-in-place orders were restricting movement, 1-800 Contacts was one of the few places
   you could go to get your contacts.” It has been reported, at the peak of the COVID-19 shutdowns the number of people using the Company’s two online
   eye-exam apps at least tripled.
                                                                                                                                                                              Contact Us

Source: Company press releases, S&P CapitalIQ, Reuters
Online Retail Market Monitor - March 2021 - Hexagon Capital Alliance
WHAT WE’RE ABOUT                                                                                                                      Mergers & Acquisitions   Capital Raise   Strategic Advisory

 Experienced Investment       A 20-year firm with professionals with 120 years combined experience in middle market                                                                          Transaction
 Banking Professionals        mergers & acquisitions and corporate finance advisory services                                                                                                Announcement

                                                                                                                                                                                              Experience
                                     Real-time pulse of sector activity, corporate, family office & private equity participants and
       Industry Expertise
                                     enterprise valuation metrics

                                                                                                                                                                                             Market Data

                                               Meticulously craft a transaction blueprint with steadfast commitment to achieve our clients’
             Results Driven
                                               goals
                                                                                                                                                                                             Transaction
                                                                                                                                                                                                Data

                                                      Capital is a commodity … the investor behind the capital is targeted based on our clients’
                    The Right Capital
                                                      objectives                                                                                                                            HCA Overview

                                                             We provide frank advice, backed with analysis and perspective, to map out and execute a                                           Services
                            Objective Advice
                                                             process to reach our clients’ transaction objectives

                                                                                                                                                                                                Advice

                                                                     From engagement inception through post-closing transaction functions, our senior bankers
                                  Senior Banker Immersion
                                                                     are front and center

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                                                                                        10
SERVICES & INDUSTRIES                                                                    Mergers & Acquisitions   Capital Raise   Strategic Advisory

With more than 250 completed transactions,
HCA’s investment bankers maintain             Health &
                                                                                                                    Paper,                      Transaction
                                                                                                                   Plastic &
relationships with key decision-makers        Wellness                      Automotive
                                                                                                                  Packaging
                                                                                                                                               Announcement

among strategic buyers and investors and
comprehensive coverage of relevant private                     Apparel &                    Industrial
                                                               Footwear                    Technology                                            Experience
equity groups and family offices
                                                                              Food &
                                             Consumer                        Beverage                             Industrial
      Merger and Acquisition Advisory                                                                                                           Market Data

                                                               Beauty &                     Chemicals
                                                               Personal                         &
     Equity and Debt Capital Placement                           Care                      Ingredients                                          Transaction
                                                                                                                                                   Data
                                                                            Vitamins,                             Logistics &
                                             Outdoor &                      Minerals &
     Strategic Alternatives Assessment                                                                              Supply
                                             Recreation                     Nutrition                               Chain
                                                                                                                                               HCA Overview
                                                                                            Contract
      Exclusive Sales and Divestitures                           OTC
                                                                                           Packaging
                                                               Products
                                                                                             & Mfg.

            Strategic Planning                                                                                                                    Services
                                                                           Healthcare

          Management Buy-outs                                                               Dental
                                                               Hospital                                                                            Advice
                                                                                          Products &
                                                               Services
                                                                                           Services
             Recapitalizations
                                                                            Physician
                                                                            & Clinical                                                           Contact Us
                                                                            Services

                                                          11
SOUND ADVICE                                                                                                     Mergers & Acquisitions      Capital Raise   Strategic Advisory

What are your goals and objectives of the transaction?
                                                                                                                                                                           Transaction
                                                                                                                                                                          Announcement
Is the transaction focused on the company, the shareholder(s), or both?

Do management’s goals differ from owners’ goals? How so?                                                                                                                    Experience

What is the appropriate timing?
                                                                                                                                                                           Market Data

                                                        Client Goals and Objectives
                                                                                                                                                                           Transaction
                                                                                                                                                                              Data

                                                                                                                                                                          HCA Overview

     Status Quo           Grow & Expand              Raise Capital        Gradual Transition           Partial Sale                       Complete Sale

   Focus on current    Organically: Grow larger      Growth Capital         Sale to insiders or       Minority share of             Majority of company                      Services
    business as is       via internal growth                                  management           company purchased by            purchased by strategic
                                                                                                    strategic or financial           or financial buyer
                                                     Dividend Recap                                         buyer
   Wait, watch, hope     Inorganically: Grow                              Sale to family members
                           larger via buying                                                                                       Company value realized                     Advice

                             (acquisitions)         Increase Working                                  Spin-off division              by sale of shares or
                                                         Capital                  ESOP                                                      assets

                                                  Finance an Investment                                                                                                     Contact Us

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CONTACT US                                                                                         Mergers & Acquisitions   Capital Raise   Strategic Advisory

                                                                                                                                                          Transaction
                                                                                                                                                         Announcement

                                                                                                                                                           Experience

                                                                                                                                                          Market Data

                                                                                                                                                          Transaction
                                                                                                                                                             Data

                                                                                                                                                         HCA Overview
                Rich Anderson                         Brandon Clewett                       Bradley Erhart
              Managing Director                     Managing Director                       Vice President
                 (949) 221-4006                         (949) 517-9426                       (949) 517-9452
      randerson@hexagoncapitalalliance.com   bclewett@hexagoncapitalalliance.com   berhart@hexagoncapitalalliance.com
                                                                                                                                                            Services

                                                                                                                                                             Advice

                                                                                                                                                           Contact Us

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Mergers & Acquisitions   Capital Raise   Strategic Advisory

                                                                                                    THANK
The material appearing in this presentation is for informational purposes only and should not
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investment advice. This information is not intended to create, and receipt does not constitute, a
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