Yoox Group - CFA Society Italy
Transcription
Yoox Group - CFA Society Italy
Minerva Capital Yoox Group Minerva Capital YOOX GROUP The Global Internet Retailing Partner for Leading Fashion & Design Brands Market Data 52 weeks price range (EUR) Average daily volume As % of shares outstanding 52 weeks STD Dev Beta Shares Outstanding % Floating 32.06 - 11.85 Main Shareholders as of 07/02/2014: Marchetti Federico 7.06% Oppenheimer Funds 6.18% Red Circle INVM SRL 4.99% 1.73 billions of Euro 173% Market Capitalization 52w CAGR 265883 Date: 08/02/2014 Recommendation: HOLD Ticker (Bloomberg): YOOX:IM Retail, Consumer Discretionary Price (EUR): 29.88€ Price target (EUR): 29.97€ 0.46% HIGHLIGHTS 47.82% 0.89 58,308,276 78.55% CAGR from IPO BV per share (EUR) ROE 525% 12.30% P/BV P/E Sharpe Index 17.57 151.36 3.58 1.97 We issue a HOLD recommendation with a target price of 29.97€. Yoox Group is the leading online retailer and web service provider for fashion and lifestyle luxury brands. Since 2009 it’s listed on the Milan Stock Exchange, and from December 2013 it is included in the FTSE Mib Index (Borsa Italiana main index) with 1.73bn € of capitalization. Our target price implies a narrow upside potential of 0.31% for a 52 weeks holding period supporting a HOLD recommendation. In the past year YOOX:IM overperformed domestic and global sector indexes leading to a current fair price. Unique business model and increasing international growth opportunities. Yoox is the only vertically integrated service provider for mono-brand online websites, with more than 30 brands in its portfolio of partners. Its excellence comes from the know-how developed from the tradition in multi-brand high-end fashion ecommerce, offering both off-season (yoox.com) and in-season (thecorner.com, shoescribe.com) apparel and accessories. While Yoox’s roots lie in the luxury culture and craftsmanship expertise of the “Made in Italy”, its international vocation allows diversification and exceptional growth rates. After its landing in the Asian-Pacific market in 2010-11, revenues increased by 155% CAGR in this area. Additional growth possibilities are embedded in unexploited markets, such as Middle East and Latin America (where an acquisition might ease the entrance – please refer to Potential Upsides). Sound cash generation supporting investments toward profitability margins growth. With 20.5mn € of NFP in 2013, Yoox confirms it capability to generate operating cash flows supporting its development plans aimed at innovate logistics, increase efficiency in inventory management, and expand visibility through marketing. EBITDA margins and net earnings are expected to grow (+2.7% and +5.1% respectively on revenues in 2019E from 8.5% and 2.7% in 2012). Main risks to our target price.. Inventory sizing, IT development capability, renovation of contracts, and political risk are all factors causing profitability uncertainty for the company. 35.00 32.50 30.00 27.50 25.00 22.50 20.00 17.50 15.00 12.50 10.00 Target Price Current Price Last Price Current Price Target Price Buy Sell Thousands € Historical Projections 2011 2012 291,188 375,924 455,620 539,342 622,908 710,340 790,315 863,440 912,918 Group Total EBITDA 24,083 32,085 42,190 52,035 61,203 72,468 81,568 92,159 102,109 Group interest in profit (loss) 10,002 10,183 13,352 17,202 21,895 31,004 45,363 58,530 71,479 Earnings per Share (in €) 0.19 0.18 0.23 0.30 0.38 0.53 0.78 1.00 1.23 EPS (diluted) (in €) 0.18 0.17 0.20 0.26 0.33 0.47 0.68 0.88 1.08 Return on Equity (in%) 13% 11% 12% 14% 15% 18% 22% 23% 22% Group Total Revenues 11.02.2014 2013E 2014E 2015E 2016E 2017E 2018E 2019E 1 Yoox Group Minerva Capital BUSINESS DESCRIPTION Where fashion and technology meet With €456 ml of revenues in 2013 and operations in more than 100 countries, Yoox Group is a global e-store and a service provider for leading fashion and high-end design brands. Established in 2000 near Bologna (Italy), Yoox has constantly expanded its geographical reach (entering the USA in 2003, Japan in 2004, China in 2010, Hong Kong in 2011) supported by the improvement of the distribution system, the automation of warehouses, and the increasing customer awareness towards e-commerce in general. Yoox combines two business units which share the same superior technological infrastructure, efficient logistic and unique skills: the multi-brand and the mono-brand. Source: Company data Source: Team estimates The Multi-brand: a leading lifestyle e-store Founded with the purpose of buying off-season fashion brands products and re-sell them online at a convenient discount; Yoox’s aim was to be an authorized seller, while allowing brands to clear out old inventory without damaging either the brand image or the physical selling activity. Yoox operates in three multibrand channels: • yoox.com (launched in 2000) sells end-of-season clothes and accessories of famous brands, exclusive and capsule collections by well-known or emergent stylists, vintage products and artworks; • thecorner.com (launched in 2008), originally intended for menswear and enriched with female assortment from 2009, it’s now a luxury online boutique which offers a wide in-season high-fashion collection; • shoescribe.com (launched in 2012), dedicated to in-season high-end shoes. The Mono-brand: online service-provider for fashion In the mono-brand segment of activity (started in 2006) Yoox powers online stores of leading fashion and luxury brands signing long-term partnerships (typically 5 years or longer). The number of partnerships significantly increased in the last years (10 in 2008, 32 in 2013). In August 2012 Yoox entered into a 7-year joint venture agreement with Kering, a French holding company which has shared its luxury brands portfolio with Yoox’s technology, logistic and consolidated know-how. Yoox recognizes its share of profits (51% of the joint venture is owned by Kering, 49% owned by Yoox) through the equity method, as “Income/(Loss) from investment in Associates” and it books its revenue share under the mono-brand net revenues, but it carries no inventory for these activities. (Please refer to Appendix 5) The selection of the catalogue and the pricing system Multi-brand business unit bears a typical retail business risk, namely inventory and returns on sales. To lower return on sales risk, Yoox mixes purchase contracts and consignment agreements on off-season products or selected products. These buying contracts can cover from one to four seasons and Yoox does not have any obligation in terms of minimum volumes to be purchased. The pricing system for off-season products is based on a discount from original retail prices, while exclusive collections, vintage and design have a country-specific mark-up set on their purchase cost; moreover, prices are dynamically adjusted according to actual and expected demand and supply. Thecorner.com and shoescribe.com do not set prices, as they are defined by brands and aligned with the physical distribution network. Yoox relies and has strived to maintain good relationships with brands. It has always respected the different identities, trying to value them on the customized mono-brand websites and not to spoil them through massive sales on the multibrand platforms. Yoox has always chosen not to show the discount to the original price on the off-season items. Source: Company data A service-oriented technology The worldwide distribution starts from Italy, and is coupled with local hubs strategically positioned (North America, China, Hong Kong, Japan) in order to optimize delivery costs and to provide better services to a customer closer to the delivery structure. In 2013 Yoox implemented an automated platform in Bologna for clothing items with the aim of increasing store capacity, meanwhile reducing warehouse costs, controlling for stock levels, lowering the environmental impact and improving the customer service. It has been forecasted that it will be able to support increasing item volume up to 2019; in 2014, a similar system for shoes is going to be completed. Yoox's main distribution partners are UPS for global delivery, Fedex in China, Yamato in Japan, Bartolini and UPS in Italy. The table (please see figure in Appendix.7) shows the impact of delivery costs on a customer's total bill, in percentage points. This shows how much the company has reduced delivery costs in the last years. Moreover, if we take into account the costs of services (included in the costs of sale, mostly made up of delivery costs), their percentage on revenues has decreased over time. Increasing trading volumes for Yoox may represent a crucial issue both to gain a stronger contractual position with its distributors and to overcome possible new (small) entrants. Yoox on mobile devices Yoox total traffic from mobile Internet was around 33.1% in August 2013 but increased to 40% by the end of the year; a lot of possibilities are concentrated in this field, as the number of smartphones and tablets is going to increase in the coming years. AOV from mobile devices is 8% higher than the AOV from classic devices, in Italy. Moreover, the Italian consumer-base can still grow, as both Internet penetration (56%) and broadband penetration (22%) are lower than the average of Western Europe countries (respectively, 75% and 30%). The Group has always been aware of the increasing importance of Internet on mobile phones. After having launched apps for iPhone, iPod and iPad since end of 2009 (claiming to have been “the first-ever app for iPad”, whose apparition on the global market has been made on the same date of the debut of this device on the US market), it has developed a service called “Speak & Shop”, enabling people to talk with the app thanks to voice Source: Company data 11.02.2014 2 Yoox Group recognition. This feature is only partially useful, as it allows customers to sort products only by color. On Play Store, the app is not very popular (the average score is 3,3/5, with almost as many 5 stars as 1 star) and comments left by users highlight technical problems and say that it is not intuitive and easy to use, thus leaving potential for improvement. Shoescribe’s app seems to be different, as its average valuation in 4,4/5, even though there are not many valuations and comments left by users. Porter Analysis: see Appendix 10 Treat of new Entrants 5 4 3 2 1 0 Threat of Substitute Products Bargaining Power of Suppliers Bargaining Power of Buyers Competitition in the industry Minerva Capital Recent developments Yoox has started a long-term revenues-share agreement with Hearst (publisher of fashion and lifestyle magazine Harper’s Bazaar), in order to provide its own digital products to ShopBAZAAR.com in the US, while orders fulfillment and returns will be managed by the company’s US distribution center. ShopBAZAAR.com will promote thecorner.com and shoescribe.com (which will contribute for more than 50% of ShopBAZAAR.com assortment), thus giving strong visibility to Yoox. A new 6-year agreement has been signed with Kartell (home design), whose online store will be launched in Europe in 1Q 2014. Contracts have been renewed with Moschino and Napapijiri (until June 2018), Emilio Pucci (until September 2018), Stone Island (March 2018), Diesel (October 2018). INDUSTRY OVERVIEW AND COMPETITIVE POSITIONING Consumers are crazy about e-commerce and m-commerce Ecommerce is a huge and a fast-growing market: in 2012, ecommerce revenues amounted to €311,6 billion in Europe, $210 billion in China; USA registered $262,3 billion in 2013. Growth rates are still very high (in the period 2011-2012, yoy growth of sales was 19% in Europe, 16,2% in the USA, 64,7% in China) but they differ a lot because of the maturity of the market. Mcommerce is fast growing thanks to the diffusion of smartphones and tablets; in Europe, Q2 2013 registered $4,7 billion revenues (yoy of 24%); in 2012 it accounted for 9,2% of US ecommerce sales (in 2011 it was 5,4%); in China more than 460 million people access Internet through mobile devices and 17,1% of them does online shopping; in Japan mcommerce grew by 16,2% , of which merchandise by 32,9%. (Please refer to Appendix 8) Revenues growth 60% 50% 40% 30% 20% 10% 0% -10% 2009 2010 2011 2012 2013 -20% -30% Aeffe Barbara Bui Brunello Cucinelli Yoox Source: Companies data Source: Company data Yoox is a portfolio of fashion and luxury brands Out of the 38 brands in Yoox’s mono-brand business unit, only 4 are listed in the stock market: Barbara Bui (Bourse de Paris, since April 2000, ticker: BUI:FP); Aeffe (Milan Stock Exchange, July 2007, ticker: AEF:IM); Brunello Cucinelli (Milan Stock Exchange, April 2012, ticker: BC:IM); Moncler (Milan Stock Exchange, December 2013, ticker: MONC:IM). As a consequence, Yoox might be considered as a market portfolio of unlisted high-end luxury and fashion firms; each of these brands is a value-driver for Yoox, and their revenues and growth are highly correlated. (Please refer to Appendix 9) Enjoying exclusive Know-How Yoox exploited its know-how in managing Yoox.com to provide an easy access for fashion brands to the web. Now the firm offers not only consulting and media partnership projects to launch the online stores, but also web marketing services, exploiting its pre-existing relations with web advertising suppliers. A competitor in web services, like Demandware (USA, ticker: DWRE:US), has to bear the risk of settling the contracts with suppliers and only afterward selling them to their customers. Until 2012, the abovementioned firm had recorded a loss in this particular operation. Also as online retailer, internal synergies are important. Yoox is able to regenerate its knowhow by managing other websites, and gets to know new insights from luxury trend. This advantage can't be exploited by no other webstores such as Asos (ticker: ASC:LN) in USA and UK, Overstock in USA (ticker: OSTK:US), VipShop in China (ticker: VIPS:US), and StartToday (ticker: 3092:JP) in Japan. Brand portfolio choices and IT services Exclusive contracts with brands are established only in the monobrand sector, where Yoox develops the website and provides maintenance. On the other hand, the multibrand needs to be more flexible: “yoox.com is an infinite ever-changing source offering rare and innovative styles that are difficult to find in traditional shops” (Balderton Capital). Software licenses are important and customer-dedicated platforms are created when dealing with specific needs and brand identities, in order to meet their customers’ desires. The safety of websites is crucial for the protection of the customer. Currently, Yoox provides a reliable off-line system, based for example also on the efficiency of the returns system. Nothing to compare with large online stores. Compared to high diversified online stores like Amazon (ticker: AMZ:US) and eBay (ticker: EBAY:US), Yoox's business model tends to be more focused on fashion and luxury goods, targeting brands’ exclusiveness. Because of this, larger online stores can hardly impair Yoox, even if they enjoy high economies of scale. Source: Company data 11.02.2014 AOV and retention rate: well above other luxury competitors. Looking at most important KPI in this sector, from 2008 to 2012 Yoox faced a slight decrease in the retention rate (7,47% in 2009; 7,12% in 2010; 7,77% in 2011; 7,28%, in 2012) caused by the widening of market awareness which dilute the number of customers truly interested in sales. This is offset by a higher AOV (€170 in 2009; €179 in 2010; €180 in 2011; €206 in 2012), due to a rational selection of high-end brands on the catalogue. Since delivery costs are mostly fixed, profitability will benefit. Both Yoox and its peer Asos show a negative correlation between conversion rate growth and AOV growth. However, in 2013, YOOX outperformed competitors and obtained an improvement in retention rate and AOV, meaning that YOOX convinces more efficiently visitors flows on the website thanks to high quality of items and easier access to sales. (Please see Appendix 11) 3 Yoox Group Minerva Capital Lower-end substitutes and shopping experience Global online retailers might be segmented by merchandise average price and shopping experience. Competitors focused on lower-end segment (e.g., Zalando or Net-à-Porter) convey either fashion-awareness and provide the same shopping experience given by Yoox. Their websites record higher unique monthly visitors than Yoox (5,7 mln vs 6,0 mln in 2012, Yoox and Net-à-Porter respectively). As a consequence, a likely threat to Yoox is given by their entering in the high-end segment. Other competitors focused on loyalty and the “élite feeling”(e.g., Privalia, Vente-Privée, Gilt, Amazon BuyVIP ) require a subscription to benefit shopping in their websites, and merchandise is mostly push driven. As a consequence, they are not an alternative to Yoox – pull driven. Physical outlets, flagship and department stores convey a “shopping experience”, especially in luxury shops. Since ecommerce is set outside social contacts, physical shopping is not a substitute of ecommerce. Actually, the former might foster the latter: customers might experience and fit in-store, while closing the sale at thecorner.com and shoescribe.com – e.g. crosschanelling. (Please see Appendix 12-13) Critical factors in the luxury market The growth of luxury in recent years has been driven mostly by emerging countries, namely China; while Europe and USA have maintained constant their spending in luxury, China now accounts for twice as Japan. An higher consumption propensity has thus to be coupled with a peculiar market, in which consumers are over-exposed to marketing and brands and they do not show loyalty to a single producer. Yoox can ride this trend as it owns a vast portfolio of brands, among which any customer may choose, and all of them are positioned in the high-end market which shows an upward-going trend. (Please see Appendix 14) Source: Company data Revenues growth trend Yoox outperformed even in mature markets The Italian market accounts for 15,7% of global revenues (+20% with respect to 2012) . Among mature markets, Italy is still facing recession. However, Yoox sales outperformed even a settled competitor like the fashion maison Prada (ticker: 1913:HK ). (Please see Appendix 14) Even if the European market is mature, Yoox’s sales growth outperformed the leading luxury maisons average (21% vs 6% respectively). These results show its higher capability to exploit its market positioning. USA is becoming mature In North America, the overall trend shows clearly that Yoox is achieving a stable position, gaining positive growth values, but aligning at the same time with its competitors. This particular data indicates that USA is becoming a mature market for Yoox. Nevertheless, the firm was able to smooth the sudden through of the luxury market growth suffered by others brands, despite the dropping of Diesel.com in November. 60.00% 50.00% 40.00% 30.00% Japan luxury market turns down In Japan, Yoox achieved very good results in supporting the growth until 2012, but together with its competitors it has suffered the downturn of Japanese market in 2013. The market seemed to be mature, like for the other fashion brands that didn't exceed 20% growth in the last years. This ample drop in growth is largely due to the strong Yen depreciation, in fact at constant currency rate the Yoox growth rate in Japan was almost 40% in the last year. 20.00% 10.00% 0.00% 2009 2010 2011 2012 -10.00% Strong deceleration in China In 2010 Yoox entered the Chinese market and its percentage growth peaked at 160%. Compared to the other firms, the market for Yoox was still young and profitable until 2012. In the last year the growth fell dramatically, but it was predictable given the unbearable trend of past years. Nonetheless, the market is still recording an increasing value of revenues, and the break even in the Chinese investment is expected for 2015. YOOX Luxury Trend Internet Retail Trend Source: Companies data and team estimates INVESTMENT SUMMARY Yoox Stock Price 35 Yoox Q3 Yoox looking for acquisitions 30 Price 25 Yoox Q2 Yoox taps success via tablets smartphones 20 and Brioni entersi in the JV with Kering 15 Yoox Q1 10 Dec-12 11.02.2014 Jan-13 Feb-13 Mar-13 Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 4 Yoox Group Minerva Capital 2500000 2000000 1500000 1000000 Daily Volume 500000 0 Fundamentals and valuation methods support a HOLD recommendation. According to our analysis of Yoox Group the stock fair price is 29.97€. At the current price, 29.88€, the investment would yield a 0.3% return over the next 52 weeks. We therefore issue a HOLD recommendation. In the past year YOOX:IM overperformed domestic and global sector indexes leading to a current fair price. Future profitability prospects are embedded in its current value (ROE 11% 2012; estimated 22% in 2019E). Valuation method. We applied DCF model and multiple analysis to assess YOOX:IM fair value. We selected Yoox’s peers dividing them in two groups, ecommerce and luxury goods, matching the company’s multibrand and monobrand business areas. However, because the company offers a unique business model with complete vertical integration as service provider and peculiar partnerships, we couldn’t find a perfect peers group, and this is why for the final evaluation we weighted multiple analysis 40% and DCF model 60%. EBITDA margin 2010 2011 2012 Ecommerce average Luxury Average Multibrand 9.6% 9.8% 10.7% 24.4% 25.9% 28.2% 17.8% 15.1% 15.2% Monobrand 17.9% 18.9% 19.9% Good margins and growth potential thanks to heavy investments. Yoox’s multibrand EBITDA margin is on average higher than its peers’ (16% vs 10% for 2010-2012) because of cutting edge technology and increased efficiency towards which the company is going to invest more than 150 mln € in the 2011-2015E plan. It is expected that this investment will provide enough capacity to sustain growth through 2019E without further resources required. We forecast a 2.8% increase in multibrand EBITDA margin due to gains from economies of scales, reduction of costs because of technologic innovation of the Bologna Interporto, lack of significant competitors, and breakeven in China in 2015E (company’s estimates). On the other hand, monobrand EBITDA margin although increasing (+100bp in 2012) is below luxury sector companies’ margins since Yoox is still a retailer. Besides the differences in operative margins, Yoox may appear an appealing investment opportunity to reach returns from those luxury companies that are not yet listed. This is because the contracts for the setting up of Online Shops of high-end fashion brands are characterized by revenue sharing agreements that increase the correlation between Yoox’s revenues and the luxury sector’s ones, with the upside of being in the fastest growing retailing channel (ecommerce). High capability for cash generation and low financial leverage. Yoox has a high cash generating ability with which is able to support the capital investments required for innovation and expansion. For this reason NFP has been negative since 2009 and financial assets will keep exceeding debt in our forecast period. The present 27.12 mln € of debt (from 2012 report) accounts for only 1.57% of market capitalization thus lowering significantly the risk for the equity investment. We estimate a D/E ratio close to 0 for the future since resources for upgrading will be generated internally. Nevertheless, in the future there may an upside potential for exploiting the tax shield advantages by increasing debt. Potential for new investors (and new objectives). Renzo Rosso has a strong presence in the shareholding book, with Red Circle S.r.l. Unipersonale and Red Circle Investments S.r.l. accounting for 8.61% of total equity. The family financial firm is used to invest in startups like HFarm and Fubles, and Rosso’s support to Yoox has come through capital investment and expertise in the luxury sector. However as Yoox gets bigger and expands internationally its growth rates start to decline. On the 27/09/2013 Rosso sold 394,337 stocks lowering its share from 9.13% to nowadays’ figure. This might be a signal of settlement for the company, and we don’t exclude that as maturity comes closer Rosso will look for a way out from this investment. In our valuation model we forecasted a 0% payout rate since we don’t think it’s plausible for Yoox to spend its cash on dividends while there are still many opportunities to increase profitability and returns. However a strong track record in the future might also attract new investments from pension funds and insurance companies that will look for a yearly cash return. Investment risks. Yoox international presence is both a strength and a weakness for its business. Although it leads to diversification, it also exposes the company to economic and political risks. It’s Yoox policy to hedge against FX changes for USD, GBP, and JPY, but there are still financial risks with this cover and future need to hedge CNY too. Moreover, subsidiaries abroad expose the parent to repatriation of profits risk and other policies’ impact on profitability and operations. Other relevant risks are: disruption of operations, increasing correlation with luxury sector and global economy, lagging social media presence, in-house building up of own websites by monobrand actual and potential partners, hacking and fraud, wrong forecasting of inventory stocks size, and change in returns policy. 11.02.2014 5 Yoox Group 600000 12% 500000 10% 400000 8% 300000 6% 200000 4% 100000 2% 0 0% 2009 2010 2011 2012 2013 2014 Revenues EBITDA Margin Minerva Capital FINANCIAL ANALYSIS Yoox showed a high profitability in 2009-2012 with an earnings CAGR of 35.4%, despite the deceleration in 2012 of NI growth (10.183mln €; +1.8% YoY) mainly due to higher interests burden caused by new loans to support the 2011-2012 investment plan. This result was driven by exceptional revenues growth in new markets (China launch was in 2010 and Hong Kong’s in 2011, growth rates in both markets averaged 155% since entry), and good profitability of mature ones (EU, Japan, and USA’s sales CAGR was 42.8% in 2008-2012). We expect Net Income to grow in the next 7 years more softly (CAGR 32.1%) because of maturity reached in older markets, sluggish economic recovery of Italy and Japan (estimates give declining or null GDP changes YoY till 2015), new internet shopping restrictions that will prevent Russia from being a leading emerging market in this field, and unfavorable exchange rates that will lower real revenues because of inability to complete a thorough pricing passthrough (mainly USD/EUR and CNY/EUR, with forecasted depreciation of 3.65% and 6.7% respectively given by 5y futures quotes). 2013E will present a lower total sales’ growth with respect to 2012 (24.1% in 2013E vs 29.1% in 2012) supported by 2013 4th quarter report. As for not country related revenues generated by set up fees and marketing services provision coming from mono-brand customers, we expect growth rates to go up (peaking at 15% in 2018E) only when a new contracts cycle begins and agreements are renovated (mono-brand business normally works through 5 years contracts). EBIT Margin Profit Margin ROE 11% | 22% Legend 2012 | 2019E ROA 4.0% | 10.9% Equity Multiplier 1.1 | 1.1 Drivers of Profitability. ROE declined sharply in the past 3 years (14.9% in 2010; 11.0% in 2012), but it’s expected to recover during the forecast period to settle around 22.0% in 2019E. While asset efficiency and financial leverage remained almost constant (Total Asset Turnover 1.5 2009-2012; Equity multiplier in slight increase 1.2 2010, 1.4 2012), operating efficiency is declining (Profit Margin 4.3% 2009, 2.7% 2012). To turn around this result, we expect financial leverage to decrease toward 1.1 in 2019E because the company will have a significantly positive NFP. Our profit margin projection is also trending upward to 7.8% in 2019E. (Please refer to Appendix 1). Total Asset Turnover 3.7 | 2.5 Profit Margin 2.7% | 7.8% CAPEX/GCF 100000 50000 Gross cash flow 11.02.2014 2019 2017 2015 2011 2013 2009 0 Net capital expenditures Margins are sound and recovered in 2012 (EBITDA/sales 8.5% in 2012 vs 8.3% in 2011) despite increasing COGS (+60% in 2012). The difference from 2009 (EBITDA/sales 9.9%) is mainly due to investments in the AsiaPacific area, where EBITDA break-even is expected in 2015 (company’s estimates). This support our forecasted increase of 2.7% in the next 6 years, and a final impact of 11.2% on total revenues thanks to improved efficiency resulting from logistics and technology for the period 2011-2015, and high competitiveness in transport costs detected (increased bargaining power gained by Yoox as shown by the decrease of incidence of transport costs per each order: from 4% in 2008 to 2.9% in 2012). Better positioning in the market has also been exploited to reduce by 2% the discounts to consumers in the last 5 years (please refer to Appendix 7). While multi-brand business has lower margin (15.2% EBITDA/Sales vs 19.9% for mono-brand), we forecast a greater increase (+2.8%) from 2013E also thanks to the development of an highly automated standardized system for photo shooting that will raise fully automated procedures without human intervention for inventory management from 60% in 2012 to 90% by 2016 thus helping increase savings. Yoox shows a strong cash generation, driven by Gross Cash Flow that increased constantly from 2009 to 2012 (CAGR 34%), and it’s expected to continue even if at decreasing marginal growth rates (from 35% in 2013E to 8.8% in 2019E; nevertheless on absolute value it almost trebled up to 76.81mln €). Still, FCF is negative in the period 2010-2012 because of large investments in CAPEX (65mln € for the same period, 100mln € for the 2013E2015E plan). Those lead to an increase in FP of about 7.558mln € in 2011 and 13.058mln € in 2012, fully granted by domestic banks. Investments in Operating Working Capital is estimated to be constant around 5 mln € in the forecasting period due to ongoing business operations. The cash conversion cycle doesn’t allow internal financing of payables with receivables (days in operating costs excluding labor costs and D&A and in revenues respectively 113 and 13 in 2012 with a slight increase of the former in the past 3 years) because of extremely long days of inventory (193 2012 trending up). Not included in FCF is cash generated by nonoperating activities, mainly profits and losses from the JV with Kering. From company’s data, a loss of 1mln € will be registered in 2013E and break-even will be reached in 2015, thus contributing with positive CF afterwards. CFO/CAPEX declined over the period 2009-2012 consistently with greater technologic and logistic updating plans (330% 2009; 87% 2012) whose impact on profitability and operating cash generation is going to be seen during the forecast period (ratio increasing from 112% in 2013E to 561% in 2019E). 6 Yoox Group Minerva Capital VALUATION DISCOUNTED CASH F LOW Terminal growth rate Perpetuity WACCC (thousands of €) 5.8% Residual Value 3,316,941.7 PV of Residual Value PV of FCFF 1,689,335.3 Value of Operations Nonoperating assets Enterprise Value 1,938,657.7 FP and Debt Equivalents Value of Equity (20,294.3) Number of shares (thousands) Price from DCF valuation Enterprise Value 58,310,000 FP and Debt Equivalents (20,294.3) 7.8% 249,322.4 63,187.2 2,001,845.0 2,022,139.2 34.68 € 2,001,845.0 We deemed a three stages Discounted Cash Flow model to evaluate Yoox since in our opinion the company will face the following evolution: consolidating the existing markets, entering in Middle East and Latin American and a steady state. Then we combined DCF evaluation with Multiple Analysis to balance our analysis with the market insights. Our DCF is based on these assumptions: Sales. While historical data reveal a decreasing share of multibrand revenues on total sales (81.6% 2009; 69.7% 2012), we assume an increase up to 72% in 2013E (backed by Q4 data) and a following decline to 70.5% in 2019E. This is because although mono-brand business is growing at faster rates (CAGR 2009-2012 monobrand 59%, multibrand 28%) we think that there will be a sales volume’s threshold for which Yoox mono-brand customers will prefer to invest in their own IT capabilities and manage their e-commerce distribution channel instead of sharing their online-generated revenues with Yoox, also exploiting the expertise gained during the contract period and thus not renovating it. Moreover, the company is focusing on luxury brands with established reputation; however, there are only a certain amount of these that are initiating to expand their retailing channels to the web, and they are almost all already in Yoox’s portfolio (for this assumption, please see also the “Upside Potentials” paragraph). Residual growth rate. After the explicit forecast period (2013E-2019E) we projected a four year time window to include entry in new markets (from company sources it will not happen before 2019). Therefore we allowed aggregate steady state growth rate to increase from 5.8% to 7% till 2023E to include Yoox’s expansion to South America and Middle East. Final growth is based on GDP change projections, estimated inflation figures, real exchange rate trends and AOV drivers growth potential for each geographical area in which the company is active (please refer to Appendix 3). Continuing Value accounts for 84.4% of Enterprise Value. CAPEX. Due to technologic investments to support business innovation and automation 100mln € will be spent in 2013E-2015E (company’s forecasts). CAPEX growth is however expected to decelerate with regards to 20112012 investment plan, resulting in a decreasing CAPEX/Revenues ratio (from 8% in 2012 to 1.5% in 2019E). Likewise, entry in new markets for the second DCF stage will require more capital investments. Growth is planned through the “Lego” approach to logistics that consists in limited and modular additional investments that limits dependence on a single warehouse (company data). WACC. The cost of equity was calculated using CAPM model. We used as risk free interest rate the EURO 10 year interest rate swap yield of 1.94%. The adjusted beta is 0.89, given by an average of YOOX:IM price in local currency regressed against indexes from each geographical region in which the company is active weighted by the share of total revenues generated in each area, using weekly observations from Yoox listing. Country risk premium is equal to 1.4%, given by a weighted average with respect to sales of the 10 years CDS of each country in YOOX market pool. Market risk premium is 4.96% from Professor Damodaran’s estimates1. The after tax cost of debt is 2.17% and it is given by an average of interest rates implemented by banks for Yoox’s loans, with 2011 new debt accounting for half weight with respect to 2012’s. For more details please see Appendix 3. WACC 2013E 2014E Multibrand 1,048,109 1,161,710 Monobrand 187,943 206,977 Tot 1,236,054 1,368,687 Mkt cap 1,227,384 1,360,017 P per Share € 21.05 € 23.32 Median € 22.19 Growth 3.7% 4.2% 4.7% 5.2% 5.7% 6.2% 6.7% 7.2% 7.7% 6.8% € 25.60 € 29.36 € 34.91 € 43.97 € 61.38 € 108.55 € 710.64 -€ 138.09 -€ 59.25 7.3% € 22.83 € 25.52 € 29.26 € 34.79 € 43.82 € 61.16 € 108.13 € 707.79 -€ 137.51 7.8% € 20.73 € 22.76 € 25.44 € 29.17 € 34.68 € 43.66 € 60.93 € 107.72 € 704.95 8.3% € 19.09 € 20.67 € 22.69 € 25.37 € 29.07 € 34.56 € 43.51 € 60.71 € 107.31 8.8% € 17.78 € 19.04 € 20.61 € 22.62 € 25.29 € 28.98 € 34.45 € 43.36 € 60.49 MULTIPLES ANALYSIS Given Yoox unique business model we decided to analyze Yoox’s business units separately by carrying out a sum of parts multiple valuation, gathering peers that operate mainly in the multibrand business (ecommerce) and in the monobrand one (luxury goods). The company still enjoys the competitive advantage of the first mover in the global market, even if there are competitors (Vipshop Holdings and Start Today for the multibrand) confined in domestic markets only. We chose EV/EBITDA and EV/Sales multiples, for monobrand and multibrand respectively, for the valuation of Yoox, based on our 2014E estimates. 1 website: http://pages.stern.nyu.edu/~adamodar/ 11.02.2014 7 Yoox Group Ticker (Bloomberg) Country of consolidation Share Price (31/12/2013) Geographical Diversification Similarity in merchandise Growth rates Enterprise Value, thousands (31/12/2013) EV/Sales 2014E Minerva Capital MULTIBRAND PEERS Amazon EBay Asos Overstock Vipshop Start Today AMZN US EBAY US ASC LN OSTK US VIPS US 3092 JP 1913 HK MC FP RMS FP CFR VX USA USA UK USA CN JP IT FR FR CH 398.79 USD ●●● 54.87 USD ●●● 47.50 GBP ○○● 30.79 USD 2192.90 JPY ○○○ 69.00 EUR ●●● 132.60 EUR ●●● 263.50 EUR ●●● 61.24 EUR ○○○ 103.50 USD ○○○ ○○● ○○● ○●● ○○● ○●● ○●● ●●● ○●● ○●● ○●● ○●● ○●● ●●● ○○○ ●●● ●●● ○●● ○●● ●●● ○●● 173788610 USD 66093310 USD 3851460 GBP 583340 USD 5760460 USD 228850000 JPY 16622300 EUR 73987440 EUR 22913320 EUR 30653110 EUR 3.94 2.28 5.87 3.33 23.32 EV/EBITDA 2014E Yoox EV/Sales 2014E 10.68 58.14 6.79 35.44 MONOBRAND PEERS Prada LVHM Hermes Richemont ●●● 18.31 3.71 38.45 Yoox EV/EBITDA 2014E ●= a lot ○= not at all 16 180 14 160 12 140 120 10 100 8 80 6 60 4 40 2 20 0 0 2012 2013 2014 ecomm PEG lux PEG Yoox PEG ecomm P/E luxury P/E Yoox P/E Past multibrand EV/EBITDA values for Yoox are in line with the adjusted average of e-commerce peers group. However, luxury companies relies on lower but more stable multiples due to sector’s maturity. EBITDA margin for the multibrand unit is similar to the peers average, but competitors show high variability for this figure. Therefore we chose 2014E EV/EBITDA ratio to evaluate Yoox’s multibrand business, so that pricing includes different operating profitability. We used EV/Sales to evaluate the monobrand business. Yoox monobrand’s revenues are correlated with luxury brands’ one: sales increase in luxury brands drives the value of Yoox multibrand division. Yet, EBITDA margins are not comparable since the company is a service provider, not a maison nor a manufacturer. Summing up the two parts derived from multiple evaluation we gathered a share price of 22.91€. We controlled for diverging growth rates for Yoox and its competitors. Yoox’s PEG ratio for 2013E equals the ecommerce average (534%), while luxury sector suggests a clear overvaluation of the stock (adj. average 141%). 2014E estimated values support the fact that Yoox’s stock price already reflects growth prospects (Yoox 407%; ecommerce average 117%; luxury adjusted average 249%). In fact in 2012 Yoox traded at 151.4x times its years’ earnings, which is a much higher value with respect to its peers. This method ignores the economies of scale entailed in the union of both business units under the same company. As a consequence we blended at 40% our multiple analysis valuation with the DCF one. POTENTIAL UPSIDES New Markets driven by Internet access and disposable income After the breakeven in China (expected for 2015), Yoox will be ready to attack new markets; the next targets will be Middle East and Latina America. Middle East is closer to the current physical hubs (Europe, China), infrastructures (Internet, distribution channels) are more developed and average GDP per capita is higher. Disposable income per household (above 35000 US$ for all countries, except for Egypt - above 25000 US$), shows different percentages and growth rates are quite different, due to country-specific issues (income inequality, GDP growth, inflation, political stability, economic system). (Please refer to Appendix 15). Latin America presents relatively low above-$35000 per household percentages, but growth rates have been quite important and they are expected to keep up the pace, symptom of the re-birth of the whole area. Free-trade agreements still do not exist among American, European and Middle-East countries, despite copious projects; they would boost Yoox’s expansion allowing the company to exploit its present physical hubs, to trade without import quotas and without making huge initial investments, which may take place only after a period of market penetration and settlement of the business. Ecommerce is a growing distribution channel; in 2012, revenues amounted to $9 billion in the Middle East, $11 billion in Brazil. Growth rates are very high (in the period 2011-2012, YoY growth of sales was 29% in the Middle East countries, 20% in Brazil, 32% in Argentina, 46% in Mexico) and they show the potential of these markets. Mcommerce is fast growing thanks to the rapid diffusion of smartphones and tablets: 10% of total online transactions in the Middle East are operated through mobile devices; Brazilian Chamber of Commerce has forecasted for 2013 a YoY growth of 657%, thus reaching US$1 billion of mcommerce revenues. (Please refer to Appendix 8). 11.02.2014 8 Yoox Group Farfetcht BS (GBP) 2012 2011 2010 Turover 1155914 4889960 1390277 Cost of Sales 5378877 2180221 706693 Gross Profit 6172037 2709739 683584 -2934021 -3820763 -461521 Operatin Profit Source: Company data YOOX:IM changes wrt JV final growth rate € 36.50 € 36.00 Minerva Capital Possible Acquisition Yoox's forecasts show a lot of liquidity that might be invested in acquisitions. A possible target company is in our opinion Farfetcht.com, a start-up based in UK founded in 2008 by Josè Neves. This online store is a connection channel for small and medium cutting-edge boutiques and provides a unique website available all over the world. Its affiliates can use the platform to reach the global audience, otherwise too far and too expensive for their dimension and resources. The Farfetcht project is fast growing, and it has now reached US and in particular Brazil's pool. In Brazil they succeeded in building a rich and solid base by adding 70 local Brazilian designers to their high-end fashion store. Moreover, they obtained an important visibility in the magazine "Condé Nast" by making an agreement which implied new additional funds to sustain new investments. Farfetcht raised totally $ 24 million from "Advent Venture Partners". Assuming an IIR equal to 25% and an investment horizon of 5 year, we know that in 2017 the company will need almost $73mln (€53mln), that can be fully covered by the liquidity excess of YOOX. Further profits’ growth from the Joint Venture with Kering. In DCF Analysis we considered a continuing value for the estimated share of profits from the JV based on Yoox’s WACC and terminal growth rate. However, the agreement between the two parties includes a call and a put option on the JV maturing in 2019 (there are no public information on these EV thresholds). This means that there’s a lower limit to the value of this project for Yoox, as well as an upper one. We analyzed the sensitivity of our estimated stock price to different growth rates for the stream of profits form the JV, whose results are in the tab on the side. For instance there’s an upside potential of 2.7% for Yoox’s stocks if the perpetual constant growth rate rises 100bp. Possible new brand partnerships. On the 1st of January 2014 Netrada (a software company based in Germany that provides web services to fashion brands for the maintenance of their online websites). As a consequence, its clients (e.g. Esprit, Hugo Boss, Lacoste, Tommy Hilfiger) might now search for other partners. Yoox could be the natural candidate. € 35.50 € 35.00 € 34.50 € 34.00 € 33.50 Price CORPORATE GOVERNANCE YOOX Group made great effort in order to guarantee transparency, timeliness, accuracy and equal access to information to each shareholders group, because of its widespread shareholders base. The Group adopted a Code of Ethics and an internal mechanism of control in order to standardize procedures and discourage behaviors misaligned with the company’s credo. In order to incentivize and support loyalty to the firm, the Shareholders' Meeting approved a "Company Incentive" Stock Option Plan and Stock Grant Plan for the Board of Directors and for employees of the company and of its subsidiaries. At 31 December 2012, the total option neither expired or exercised gave right to 7,516,808 shares. Federico Marchetti has an option right over 1,500,000 shares (2,3% fully diluted share capital) from December 2012. This aligned managers’ objectives with the company’s by tiding their payoff to company results, but it also increased the possibility of takeovers, given the high floating. Corporate Governance. We estimated the quality of the firm by using OECD Criteria, reporting a final rate of 7 out of 10. For the estimation, we referred to the Standard Ethic Italian Index, which assigned to Yoox a rate of EEand a weight of 3.112% in the whole FTSE MIB. Corporate Social Responsibility. YOOX committed important efforts in order to improve its sustainability attention, by focusing on electric savings and waste reduction. It declared to put great attention into choosing supply partners that respect environmental standards. Even though it didn't obtain in 2013 the ISO Certification 14001 as promised in 2012 Sustainability Report, the company has supported since 2009 a permanent investment called YOOXIGEN in order to develop eco-sustainable projects. (Please refer to Appendix 18). INVESTMENT RISKS - MARKET RISK: 11.02.2014 Currency. As the firm operates internationally, it is exposed to currency risk that can be traced both in transactions and in translation. This cost is totally borne by Yoox S.p.A. and the hedging activity is settled to protect trade receivables from depreciations of Euro over other currencies. The main countries outside EMU in which Yoox operates are USA, UK, Japan and China. In order to limit the volatility of sales’ value, hedging is made against US Dollars, UK Pounds and Japanese Yen in relation to credit amounts. The hedging coverage is quite wide because an overinvestment or an underinvestment can cause an uncovered loss. The cost of this activity increased in the last year, even if covering these three currencies is not particularly expensive because the Covered Interest Parity works well in these markets. In the future, when China’s share of revenues will become substantial, an additional protection should be taken against an appreciation of the Chinese Remimbi. In this case, the cost of hedging will be much higher because there's no parity in the currency markets and the change is settled artificially low. (Please see Appendix 16). 9 Yoox Group Minerva Capital Presence and visibility. Yoox is undergoing the risk of lagging behind in visibility and social media presence, and therefore needs to improve its exposition in the market and invest in social advertising. Being recognized as a leader in the luxury market (most of all from retailer customers) should be a goal, because the binomial Yooxfashion could help to achieve a dominant position and to increase profitability. Currently the firm is not so well recognizable in the luxury market, even if the last advertising program has succeeded in increasing Italian sales. The main challenge is to be present in social networks, since today Yoox hasn't attracted much interest from web users. (Please refer to Appendix 17) - ECONOMIC RISK: Failure of economic recovery. Yoox is enjoying high growth rates since it is still expanding its presence(because of its continuing expansion) in the online-luxury market. However, as soon as growth rates start to decline, the company may be exposed to losses in case of downturn of the global economy. Yoox can thus exploit its defensive profile because of its particular positioning: consumption propensity of its target customers (from upperclasses) is less sensitive to the economic evolution than middle-class consumers. - OPERATIONAL RISK: Threats of ending contracts. Mono-brand business revenues comes from two sources: a) selling web services; b) revenue sharing from online stores. The first is fixed and especially for set-up fees it’s one-off only. The second conversely is present as long as the brand sells online through the partnership and it grows together with its sales. The partnerships are due for renewal every 5 years, but at that moment the brand partner can decide to stop sharing online revenues and not to sign another contract. This may occur whenever the sales value increases to the point it no longer makes economic sense paying a percentage to an external service provider. As their online dimension grows, brands may decide to internalize the service. No forecasts can be done about the timing in which the order volumes will reach this threshold, but potentially the decision to break up the relationship can be taken every 5 years. Nevertheless, Yoox's advantage is to offer a web marketing experience and a complete online service that is not easy to acquire and needs high fixed costs. Subjection to brands marketing strategies. Yoox as a service provider doesn’t have control over the marketing of the merchandise, which is totally managed by online partners and fashion brands. Yoox is in charge of advertising web sites and their special offers, but not changing the Brand identity nor the collection presentation. Due to these reasons Yoox has to rely on the brand’s marketing policy, therefore suffering the potential risk of losses in case of wrong advertising campaigns IT development. Yoox should maintain a high level of efficiency in technology, security and web system integrity. As an internet retailer, it is exposed to theft of customers data, such as number of credit card or addresses, and system breakdowns. As hackering and Internet frauds increase, Yoox must invest in technology in order to protect its platforms, but it is difficult to forecast correlated probabilities. The rapid enhancement of IT is at the same time sure but unpredictable, and it is problematic to budget the speed-up pace. Inventory sizing. A core risk in the Multi-Brand business is associated with the difficulty in forecasting the right stock sizing in order to have a high-quality and varied catalogue, which has to be balanced with costs of inventory. Increasing returns. As happened in Germany for “Zalando parties” (a teenage trend which entails high-value orders, returned after a one-time use at “fashion parties”), it's possible that merchandise returns increase unexpectedly. In the European Union a no-questions return period of 14 days will soon be required for each online purchase, and in Germany it has already been adopted. In America there are no strict provisions on returns policy, but Yoox guarantees the return option on its orders anyhow. A number of studies on ecommerce in the USA seem to indicate that companies bear costs ranging between $6 to $18 for each returned item, without counting the possible losses from apparels that couldn't be resold again. Another study by Christian Schultze from Frankfurt School found that, without returns, the online profits would be almost 50% higher. It's unlikely that a Yoox records phenomena like “Zalando parties”, due to the higher item costs which select the quality of customers. Anyway, the cost of returns is entirely borne by the retailer firm and with difficulty it could be significantly cut without touching the customers recess right. -POLITICAL RISK: 11.02.2014 Change in trade policies. With the fast growth of online commerce and of customer-driven export, many countries are trying to protect their home market by restricting trans-border trade. Russia (inflation rate: 6%) has set new regulations on home delivery, lowering thresholds for customs duties; FedEx, Dhl and, in Italy, Poste Italiane have suspended their activity in the Russian area. Argentina (where households spend 20% of their income online) has a current inflation rate of 6% and it is now attempting to prevent capital out flow, through ecommerce in the first place; a recent legislation entails more bureaucracy and 50% tax rate on foreign products (from a value of €25), plus a charge of 35% if the payment happens with an Argentinian credit card. Yoox extension may be entailed by the unforeseen introduction of restrictive trade and fiscal policies like these ones. 10 Yoox Group Minerva Capital APPENDICES CONTENTS APPENDIX 1 – Financial Statement ........................................................................................................................... 12 Income Statement ......................................................................................................................................................... 12 Balance Sheet................................................................................................................................................................ 13 Cash Flow Statement .................................................................................................................................................... 14 APPENDIX 2 – Ratios ................................................................................................................................................. 14 APPENDIX 3 - DCF Assumptions .............................................................................................................................. 15 APPENDIX 4 - Multiples Analysis ............................................................................................................................. 16 APPENDIX 5 - Business Description ........................................................................................................................... 18 APPENDIX 6 - Discount rate ....................................................................................................................................... 19 APPENDIX 7 - Delivery cost ....................................................................................................................................... 19 APPENDIX 8 - Industry Overview and Competitive Positioning ................................................................................ 20 Consumers are mad about Ecommerce and Mcommerce ............................................................................................. 20 EUROPE ................................................................................................................................................................... 20 USA .......................................................................................................................................................................... 20 CHINA...................................................................................................................................................................... 21 JAPAN ...................................................................................................................................................................... 21 MIDDLE EAST ........................................................................................................................................................ 21 LATIN AMERICA ................................................................................................................................................... 22 APPENDIX 9 – Industry Overview and Competitive Positioning ............................................................................... 23 Value drivers ................................................................................................................................................................. 23 APPENDIX 10 – Porter analysis .................................................................................................................................. 25 APPENDIX 11 - AOV and retention rate ..................................................................................................................... 26 APPENDIX 12 - Customers ......................................................................................................................................... 27 APPENDIX 13 - Crosschanneling ............................................................................................................................... 27 APPENDIX 14 - Criticalities ........................................................................................................................................ 28 APPENDIX 14 – Fashion trends .................................................................................................................................. 29 APPENDIX 15 - Potential Upsides ............................................................................................................................... 31 New Markets ................................................................................................................................................................. 31 APPENDIX 16 – Investment Risks .............................................................................................................................. 32 Overview - Probability and Impact of Risks ................................................................................................................. 33 APPENDIX 17 - Social Media Presence ...................................................................................................................... 34 APPENDIX 18 – Corporate Governance...................................................................................................................... 36 11.02.2014 11 Yoox Group Minerva Capital APPENDIX 1 – FINANCIAL STATEMENT Income Statement € thousands Historical Projections 2011 2012 2013E 2014E 2015E 2016E 2017E 2018E 2019E 57677.0 59049.0 70858.8 78653.3 83372.5 86707.4 89742.1 92434.4 94930.1 17.1% 2.4% 20.0% 11.0% 6.0% 4.0% 3.5% 3.0% 2.7% 141572.0 180180.0 218738.5 255924.1 291753.4 326763.9 356172.6 383479.2 37.5% 27.3% 21.4% 17.0% 14.0% 12.0% 9.0% 7.7% 402653. 1 5.0% 59731.0 81514.0 102789.2 126430.7 150452.5 176029.4 200673.5 222747.6 Sales by Geografic Region: Italy growth rate Other Europe growth rate North America growth rate Japan 41.5% 36.5% 26.1% 23.0% 19.0% 17.0% 14.0% 11.0% 238339. 9 7.0% 19827.0 31081.0 34406.7 38535.5 42389.0 45780.1 48526.9 50953.3 52481.9 growth rate 47.6% 56.8% 10.7% 12.0% 10.0% 8.0% 6.0% 5.0% 3.0% Other Countries 6089.0 14593.0 21801.9 32702.9 47419.2 66861.1 86919.4 104303.3 growth rate 170.6% 139.7% 49.4% 50.0% 45.0% 41.0% 30.0% 20.0% 114733. 7 10.0% Not Country Related 6292.0 9507.0 7025.7 7095.9 7521.7 8198.6 8280.6 9522.7 9779.8 growth rate 50.6% 51.1% -26.1% 1.0% 6.0% 9.0% 1.0% 15.0% 2.7% 291188.0 375924.0 455620.8 539342.3 622908.3 710340.5 790315.2 863440.5 35.9% 29.1% 21.2% 18.4% 15.5% 14.0% 11.3% 9.3% 912918. 6 5.7% 32217 39956 52487.51 64073.87 73487.61 85738.1 94719.28 106527 Group Total Revenues growth rate EBITDA Multibrand Margin on multibrand sales 15.1% 15.2% 16.0% 16.5% 16.5% 17.0% 17.0% 17.5% 115849. 4 18.0% Monobrand 14823 22658 26152.63 31109.26 36926 42847.74 48493.74 52980.1 56555.3 Margin on monobrand sales 18.9% 19.9% 20.5% 20.6% 20.8% 20.8% 20.8% 20.8% 21.0% EBITDA 47040 62614 78640.14 95183,13 110413,6 128585,8 143213 159507,7 (22957.0) (30529.0) (36449.7) (43147,4) (49209,8) (56116,9) (61644,6) (67348,4) 7.9% 8.1% 8.0% 8,0% 7,9% 7,9% 7,8% 7,8% 172404, 7 (70294, 7) 7,7% 24083 32085 42190.48 52035,75 61203,86 72468,94 81568,44 92159,32 Corporate costs Margin on total revenues Group Total EBITDA EBITDA Margin Depreciation Amortization of intangibles Group Total EBIT operating EBIT Margin Financial income 8.3% 8.5% 9.3% 9,6% 9,8% 10,2% 10,3% 10,7% 102109, 9 11,2% (3603.0) (5939.0) (9664.7) (11756,6) (14127,7) (15646,0) (12801,3) (11170,2) (8888,2) (4056.0) (7235.0) (10746.5) (13606,6) (15022,1) (15324.9) (10803.1) (9208.1) (8892.6) 16424.0 18911.0 21779.4 26672.6 32054.1 41498.0 57964.0 71781.0 84329.2 5.6% 5.0% 4.8% 4.9% 5.1% 5.8% 7.3% 8.3% 9.2% 1237.0 1557.0 830.5 891.9 1345.7 3044.2 4983.6 7422.3 10320.2 (1209.0) (3538.0) (2278.1) (2696.7) (3114.5) (3551.7) (3951.6) (4317.2) (4564.6) 0.0 (366.0) (1000.0) (500.0) 0.0 500.0 1000.0 1500.0 2000.0 16452.0 16564.0 19331.8 24367.7 30285.2 41490.5 59996.0 76386.1 92084.8 5.6% 4.4% 4.2% 4.5% 4.9% 5.8% 7.6% 8.8% 10.1% Income taxes (6450.0) (6381.0) (5978.9) (7164.9) (8389.7) (10485.5) (14632.0) (17855.9) PROFIT FOR THE YEAR 10002.0 10183.0 13352.8 17202.8 21895.5 31005.0 45364.0 58530.2 (20605. 4) 71479.3 0.0 0.0 0.0 0.0 0,0 0.0 0.0 0.0 0.0 Financial expenses Other income from (expenses for) equity investments PROFIT BEFORE TAXES EBT Margin Minority interest in (profit) 11.02.2014 12 Minerva Capital Yoox Group loss Group interest in profit (loss) 10002.0 10183.0 13352.8 17202.8 21895.5 31005.0 45364.0 58530.2 71479.3 Profit Margin 3.4% 2.7% 2.9% 3,2% 3.5% 4.4% 5.7% 6.8% 7.8% Earnings Per Share 0.19 0.18 0.23 0.30 0.38 0.53 0.78 1.00 1.23 Balance Sheet € thousands Historical Projections Italian style numbers 2011 2012 2013E 2014E 2015E 2016E 2017E 2018E 2019E Working cash 454,9 715,5 911,2 1078,7 1245,8 710,3 790,3 863,4 456,5 Trade receivables 8245,0 13068,0 12482,8 14776,5 17066,0 19461,4 21652,5 23655,9 25011,5 Days in Revenues 10 13 10 10 10 10 10 10 10 101862,0 138216,0 159779,3 189139,2 218444,6 249105,7 277151,6 302795,6 320146,8 Days in Multibrand Revenues 175 193 178 178 179 180 182 182 182 Other operating current assets Operating current assets 4694,0 4971,0 6606,5 7820,5 9032,2 10299,9 11459,6 12519,9 13237,3 115255,9 156970,5 179779,8 212814,9 245788,5 279577,4 311054,0 339834,8 358852,0 Trade payable (62794,0) (96763,0) (118217,0) (139283,4) 95 113 114 114 (160712, 7) 114 (182431, 9) 114 (202924, 2) 114 (220745, 6) 114 (232217, 0) 114 (19719,0) (26077,0) (31605,4) (37413,0) (43209,7) (54822,4) (59894,9) (63327,1) (1580,6) (1726,9) (1825,8) (259327, 2) 51726,8 (282367, 4) 57467,4 (297370, 0) 61482,0 Inventories Days in operating costs excluding labor costs and D&A Other operating current liabilities Income taxes payable Operating current liabilities Operating working capital (310,0) (1261,0) (911,2) (1078,7) (1245,8) (49274,7 ) (1420,7) (82823,0) (124101,0) (150733,6) (177775,1) 32432,9 32869,5 29046,2 35039,8 (205168, 3) 40620,2 (233127, 3) 46450,1 1,4 1,3 1,2 1,2 1,2 1,2 1,2 1,2 1,2 Operating intangibles 12186,0 19539,0 24739,3 27312,9 27863,5 19642,0 16742,0 16168,3 11840,3 Net property, plant, and equipment Total operating fixed capital 19315,0 29023,0 35305,1 42425,5 46985,0 38442,4 33544,2 26691,2 26932,2 31501,0 48562,0 60044,3 69738,4 74848,6 58084,4 50286,3 42859,5 38772,6 Total other operating assets (liabilities) Invested capital excluding intangibles Goodwill and other intangibles Invested capital including intangibles Capital Turnover 2663,0 4020,0 4020,0 4020,0 4020,0 4020,0 4020,0 4020,0 4020,0 66596,9 85451,5 93110,6 108798,2 119488,8 108554,5 106033,1 104346,9 104274,6 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 66596,9 85451,5 93110,6 108798,2 119488,8 108554,5 106033,1 104346,9 104274,6 5,2 4,9 5,1 5,3 5,5 6,2 7,4 8,2 8,8 Current Ratio Nonoperating assets 1810,0 1709,0 1709,0 1709,0 1709,0 1709,0 1709,0 1709,0 1709,0 Total funds invested 68406,9 87160,5 94819,6 110507,2 121197,8 110263,5 107742,1 106055,9 105983,6 (14360,1) (14813,0) (20506,3) (22021,5) (33226,4) 213,0 212,0 212,0 212,0 212,0 (75165,6 ) 212,0 (123051, 0) 212,0 (183267, 3) 212,0 (254818, 9) 212,0 (14147,1) (14601,0) (20294,3) (21809,5) (33014,4) (122839, 0) 0,0 (183055, 3) 0,0 (254606, 9) 0,0 230581,1 289111,3 360590,6 Net financial position Debt equivalents Net financial position and debt equivalents Minority interests Shareholders' equity 11.02.2014 0,0 0,0 0,0 0,0 0,0 (74953,6 ) 0,0 82554,0 101761,0 115113,8 132316,6 154212,2 185217,1 13 Yoox Group Total source of financing 68406,9 87160,0 94819,6 110507,2 121197,8 110263,5 Minerva Capital 107742,1 106055,9 105983,6 Cash Flow Statement € thousands Historical Italian style numbers 2011 2012 2013E 2014E 2015E 2016E 2017E 2018E 2019E 11425,2 13242,8 15245,6 18670,8 22437,8 29048,6 40574,8 50246,7 59030,4 4056,0 7235,0 10746,5 13606,6 15022,1 15324,9 10803,1 9208,1 8892,6 NOPLAT Amortization intangibles Depreciation of operating Projections 3603,0 5939,0 9664,7 11756,6 14127,7 15646,0 12801,3 11170,2 8888,2 Gross cash flow 19084,2 26416,8 35656,7 44034,0 51587,6 60019,5 64179,2 70625,0 76811,2 Change in operating working capital Net capital expenditures (6288,1) (436,6) 3823,3 (5993,6) (5580,5) (5829,8) (5276,7) (5740,6) (4014,7) (23636,0) (30235,0) (31893,5) (35057,2) (14206,8) (15806,3) (12951,6) (13693,8) -8,1% -8,0% -7,0% -6,5% (34260,0 ) -5,5% -2,0% -2,0% -1,5% -1,5% 1847,0 497,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 (28077,1) (30174,6) (28070,2) (41050,8) (20036,7) (21083,0) (18692,2) (17708,4) (8992,9) (3757,9) 7586,5 2983,2 (39840,4 ) 11747,2 39982,9 43096,2 51932,9 59102,7 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 CAPEX/Revenues Change in other operating assets and liabilities Gross investment Free cash flow before goodwill Investments in goodwill and other intangibles Free cash flow after goodwill (8992,9) (3757,9) 7586,5 2983,2 11747,2 39982,9 43096,2 51932,9 59102,7 Investments in nonoperating assets Nonoperating income (expenses) (880,9) (15263,4) 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 Financial income 1237,0 1557,0 830,5 891,9 1345,7 3044,2 4983,6 7422,3 10320,2 0,0 (366,0) (1000,0) (500,0) 0,0 500,0 1000,0 1500,0 2000,0 (1451,2) (712,8) 554,9 836,9 1226,6 1963,9 2757,2 3678,4 4693,3 (116,0) (1,0) 0,0 0,0 0,0 0,0 0,0 0,0 0,0 Other income from (expenses for) equity investments Nonoperating taxes Change in debt equivalents Nonoperating cash flow Cash available to investors Financial expense (1211,1) (14786,1) 385,4 1228,7 2572,2 5508,1 8740,7 12600,7 17013,5 (10204,0) (18544,0) 7971,9 4211,9 14319,4 45491,0 51836,9 64533,6 76116,2 (1209,0) (3538,0) (2278,1) (2696,7) (3114,5) (3551,7) (3951,6) (4317,2) (4564,6) 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 Change in minority interests 3855,0 9024,0 0,0 0,0 0,0 0,0 0,0 0,0 0,0 Decrease (increase) in net financial position Beginning net financial position (7558,0) (13058,0) 5693,8 1515,2 11204,9 41939,3 47885,3 60216,4 71551,6 6446,0 (14360,1) (14813,0) (20506,3) (33226,4) (75165,6) Ending net financial position 14004,0 (1302,1) (20506,8) (22021,5) (22021,5 ) (33226,4 ) (75165,6) (123051, 0) (123051, 0) (183267, 3) (183267, 3) (254818, 9) Change in shareholders' equity APPENDIX 2 – RATIOS Italian style numbers 2009 2010 2011 2012 2013E 2014E 2015E 2016E 2017E 2018E 2019E 11,6% 14,9% 13,2% 11,0% 12,3% 13,9% 15,3% 18,3% 21,8% 22,5% 22,0% 4,0% 6,3% 5,6% 4,0% 5,4% 6,0% 6,7% 7,4% 9,3% 10,2% 10,9% 2,7% 4,3% 3,4% 2,7% 2,9% 3,2% 3,5% 4,4% 5,7% 6,8% 7,8% 2.7 3.8 3.5 3.7 4.0 4.1 4.0 3.8 3.4 3.0 2.5 Profitability ratios DuPont Analysis ROE ROA Profit Margin Total Assets Turnover Equity Multiplier ROIC 11.02.2014 2,1 1,2 1,3 1,1 1,1 1,1 1,1 1,1 1,1 1,1 1,1 36,4% 33,3% 20,6% 17,4% 17,1% 18,5% 19,7% 25,5% 37,8% 47,8% 56,6% 14 Yoox Group Minerva Capital 69,40 % 8,4% 70,38 % 7,0% 69,56 % 5,6% 70,03 % 5,0% 70,0% 70,0% 70,0% 70,0% 70,0% 70,0% 70,0% 4,8% 4,9% 5,1% 5,8% 7,3% 8,3% 9,2% 6,2 6,7 5,2 4,9 5,1 5,3 5,5 6,2 7,4 8,2 8,8 EBITDA/Revenues 9,9% 8,8% 8,3% 8,5% 9,3% 9,6% 9,8% 10,2% 10,3% 10,7% 11,2% EBIT/Revenues 5,8% 7,0% 5,6% 5,0% 4,8% 4,9% 5,1% 5,8% 7,3% 8,3% 9,2% NOPLAT/Revenues 5,8% 4,9% 3,9% 3,5% 3,3% 3,5% 3,6% 4,1% 5,1% 5,8% 6,5% Current Ratio (COA/COL) 1,2 1,4 1,4 1,3 1,2 1,2 1,2 1,2 1,2 1,2 1,2 Quick Ratio (CFA/CL) 0,9 0,5 0,4 0,4 0,1 0,1 0,1 0,4 0,6 0,7 0,9 Interest Coverage Ratio 4,5 14,3 13,6 5,3 9,6 9,9 10,3 11,7 14,7 16,6 18,5 330,7 % 2,2% 115,9 % 5,8% 80,7% 87,4% 8,1% 8,0% 111,8 % 7,0% 125,6 % 6,5% 150,6 % 5,5% 422,5 % 2,0% 406,0 % 2,0% 545,3 % 1,5% 560,9 % 1,5% 1-Op Tax Rate Operating (EBIT/Revenues) Capital Turnover Efficiency Operative Margins Liquidity Ratios CAPEX GCF/CAPEX CAPEX/Revenues APPENDIX 3 - DCF ASSUMPTIONS Risk Free Interest rate 10y Euro Interest Rate Swap 1.94% Country Risk Premium Italy 10y CDS yield 214 bps Europe 10y CDS yield 160 bps North America 10y CDS yield 45 bps Japan 10y CDS yield 90 bps China 10y CDS yield 145 bps Weighted Average with respect to sales 140 bps Market risk premium A. Damodaran estimates 4.96% Beta Beta Yoox vs FTSE MIB (EUR) 0.71 Beta Yoox vs EuroStoxx 50 (EUR) 0.8 Beta Yoox vs S&P 500 (USD) 1.21 Beta Yoox vs Nikkei 225 (JPY) 0.95 Beta Yoox vs Shanghai Composite Index (CNY) 0.63 Beta Yoox vs MSCI World Index (USD) 1.22 Weighted Average with respect to sales 0.89 Cost of Equity Actual: 7,8% Target: 7,8% Cost of Debt BNL EURIBOR 3M + 1.20% Banca Sella EURIBOR 3M+ 2.3% UniCredit EURIBOR 3M+ 2.2% DDL 3.99% 11.02.2014 15 Yoox Group Total weighted 2.17% Tax Rate 27.50% After Tax Cost of Debt 1.57% D/E Actual: 1.53% Target: 0% WACC Actual: 7.7% Target: 7.8% Country Tax Rate Description Italy 31.40% IRES (Italian Corporate Tax) European Union 22.60% Average European Corporate Tax North America 33.00% Average North America Corporate Tax Japan 38.01% Average Japanese Corporate Tax Other Countries (Asia) 22.89% Average Asian Corporate Tax Yoox Marginal Tax rate Minerva Capital 2009 2010 2011 2012 2013E 2014E 2015E 2016E 2017E 2018E 2019E 30.60% 29.62% 30.44% 29.97% 30.00% 30.00% 30.00% 30.00% 30.00% 30.00% 30.00% APPENDIX 4 - MULTIPLES ANALYSIS Italian style numbers MULTIBRAND Thousands € EV/Sales currency EV/EBITDA P/E exchange 2012 2013E 2014E 2012 2013E 2014E 2012 2013E 2014E Amazon.com USD NASDAQ 1,75 2,33 1,67 37,68 43,47 23,32 0,00 695,69 85,16 Ebay USD NASDAQ 4,34 4,12 3,48 14,95 13,85 10,68 25,29 25,64 17,73 ASOS GBP LSE 3,34 5,01 5,07 33,10 56,91 58,14 63,73 94,88 98,52 Overstock.com USD NASDAQ 0,22 0,45 0,21 8,59 19,05 6,79 22,88 8,48 17,34 Vipshop holdings USD NYSE 0,89 3,11 1,83 n.a 88,46 35,44 n.a 95,97 47,21 Start Today YEN Tokyo 4,85 3,22 5,88 19,03 12,52 18,31 36,19 23,48 31,57 Average 2,56 3,04 3,02 22,67 39,04 25,45 29,62 157,36 49,59 Average Adjusted 2,58 3,20 3,01 22,36 33,32 21,94 28,12 59,99 45,42 Median 2,55 3,17 2,66 19,03 31,26 20,82 25,29 60,26 39,39 MONOBRAND Thousands € EV/Sales currency exchange EV/EBITDA P/E 2012 2013E 2014E 2012 2013E 2014E 2012 2013E 2014E Prada EUR Hong Kong 3,66 5,04 3,94 12,39 15,91 12,08 21,68 27,00 21,57 LVMH EUR Euronext 2,67 2,54 2,28 10,67 9,90 9,10 17,85 19,30 16,51 Hermes EUR Euronext 6,58 6,45 5,87 18,54 18,11 16,52 31,39 30,59 27,85 Richemont (31/03) EUR Swiss 2,56 3,02 3,33 9,50 10,88 12,26 16,75 16,74 17,86 Average 3,87 4,26 3,86 12,78 13,70 12,49 21,92 23,41 20,95 Average Adjusted 3,17 4,03 3,64 11,53 13,40 12,17 19,77 23,15 19,72 11.02.2014 16 Yoox Group Median Minerva Capital 3,17 4,03 3,64 11,53 13,40 12,17 19,77 23,15 19,72 Thousands € currency exchange 2012 2013E 2014E 2012 2013E 2014E 2012 2013E 2014E Yoox EUR Borsa Italiana 1,79 4,39 3,71 20,97 47,42 38,45 66,94 151,36 117,49 Portfolio (averages) 2,96 3,38 3,26 19,67 31,95 21,75 27,28 119,85 41,43 Portfolio (adj.averages) 2,76 3,43 3,19 19,08 27,74 19,15 25,59 49,68 38,09 11.02.2014 17 Yoox Group Minerva Capital APPENDIX 5 - BUSINESS DESCRIPTION Source: Company data Why Yoox in Italy? The particular Italian context and the potential of the “Made in Italy” brand have allowed Yoox to develop in this country. Italy has always been seen as the country of fashion, also thanks to its history and the development of arts; this may be one of the reasons why Yoox has no direct competitor specialized on the same sector of luxury and fashion. The strong brand identities, their recognition on the market, the quality of manufacturing, tradition, creativity and the focus on style have gone hand in hand with innovation and communication strategies, thus promoting the uniqueness of the “Italian art of living". 11.02.2014 18 Minerva Capital Yoox Group APPENDIX 6 - DISCOUNT RATE A: Revenues not country related B: Net revenues on services provided A-B: delivery cost charged on net revenues from selling merchandize Percentage of customer discount on Gross revenues APPENDIX 2008 1387 5232 2009 2597 8774 2010 4177 12385 2011 6292 16570 2012 9507 19821 3845 6177 8208 10278 10314 4,00% 4,31% 4,07% 3,74% 2,90% 7- DELIVERY COST 2008 2009 2010 2011 2012 Net sales on goods sold 96218,0 143443,0 201903,0 274617,0 356103,0 Return's rate 26,60% 26,80% 26,30% 25,90% 26,30% Returns total value 34.937 52.411 72.034 96.070 123.648 11.02.2014 Gross Revenues 131342,1053 195563,4328 273893,5361 370926,6409 470144,4867 Total discounts value 35124,1 52120,4 71990,5 96309,6 114041,5 % discounts 26,74% 26,65% 26,28% 25,96% 24,26% 19 Yoox Group Minerva Capital APPENDIX 8 - INDUSTRY OVERVIEW AND COMPETITIVE POSITIONING CONSUMERS ARE MAD ABOUT ECOMMERCE AND MCOMMERCE EUROPE Ecommerce Ecommerce boom has lead online revenues to grow by 19% in 2012, reaching €311,6 billion. European ecommerce market is clearly dominated by UK, Germany and France; total online spending B2C in these countries amounts to 61% of whole Europe and to 69% of UE-28. As Internet economy is growing faster than real economy, the 3,5% GDP share (estimated for these three countries) related to ecommerce is going to double by 2016 and to triple by 2020. Another important fact is that the total number of ecommerce shops reached 550000, taking the yoy growth from +15% in 2011 to +20% in 2012; this is due to the fast development in “ecommerce emerging countries” like Italy, Spain, Poland, Ukraine, filling the gap with the more mature Central and Northern European markets. Russia is growing at high rates (+37%), reaching €12,6 million revenues and 4% of total European market share. In Italy, in particular, interest about online shopping is increasing, both from the consumers’ and from the producers’ side. As more people shop online and gather information before going to physical shops, more entrepreneurs are investing on websites in order to increase visibility and proximity to the customer. Source: Online research M-Commerce Data released at the end of 2013 by comScore revealed that in Europe the mobile retail audience in August 2013 amounted to 31 million people, that is 20% of smartphone owners in the EU5 (France, Germany, Italy, Spain, UK). The numbers are quite different state by state; Italy has been the second-fastest growing, +66,1% with respect to August 2012, while Spain has reached +66,5%. This country shows also a great growing potential, as only 12,2% of smartphone users visit ecommerce websites; France is the unique country doing worse, with 11,7%. UK had the lowest yoy growth (+29,5%), but its mcommerce audience represents 27,6% of smartphone owners (9,7 million visitors of online retail websites) and this population is beaten only by Germany (10 million visitors). In August 2013, the number of Europeans who had made an mcommerce transaction amounted to 22,8 million (+37% yoy, from 16,6 million). Q1 2013 registered $5,9 billion mcommerce spending; Q2 $4,7 billion, with a yoy of 24% over Q2 2012. Do Europeans prefer smartphones or tablets? They use more smartphones in general, as 6% of sales comes through these devices (against 3,5% through tablets). However, tablet purchase value tends to be 20% higher, probably because of the supposed higher income of tablet owners versus non-tablet ones. USA Ecommerce Forbes estimates for the US ecommerce $262,3 billion revenues in sales in 2013, +16,4% yoy (+16,2% yoy from 2011 to 2012). Forecasts state that in 2017 sales should amount to $440 billion, CAGR +13,8%. What drives ecommerce in the US are of course eBay ($14,07 billion revenues in 2012) and Amazon ($61,9 billion revenues in 2012). Their growth rates are still very good, in some sectors; for example, electronics and general merchandise on Amazon have registered an increase of 27,8% in H1 2013, after +34,5% yoy (2011-2012). EBay’s commerce volume grew 20% in Q1 2012, with its mobile traffic growing 90% in Q2. Holiday sales (November-December) represent more than 20% of total annual US e-trade sales. Mcommerce In 2012, 50% of U.S. mobile phones was represented by smartphones and 66% of people of age 24-35 own this kind of device. By 2015, it has been forecasted that smartphones will be 81% of mobile phones. Mobile commerce in 2012 accounted for 9,2% of US ecommerce sales, a share increasing from 2011 value (5,4%). By 2017, mcommerce sales are expected to reach $100 billion (almost +28% CAGR). Amazon is the first mobile commerce retailer, with 4$ billion mobile sales in US in 2012; the second biggest retailer is Apple thanks to apps, music, videos, ebooks. Other important businesses are the fashion retailers Gilt Groupe and RueLaLa.com. ComScore researches revealed that 80,6% of US smartphone owners used their devices to access retail content; Amazon sites had 49,6 million visitors in July 2012 (46,6% of total audience), followed by eBay (32,6 million, 30,6%), Apple (17,7 million, 16,6%), Walmart (16,3 million, 15,3%) and Target (10 million, 9,4%). 11.02.2014 20 Yoox Group Minerva Capital CHINA Internet Penetration Rate & Ecommerce As technological development is spreading in China, Internet diffusion is also increasing. In 2012 every 1.6 seconds a Chinese has become a new Internet user and the penetration rate is now about 42.1%; also the time each individual is spending online has increased from 18.7 hours per week in 2011 to 20.5 in 2012 (against 32 hours in the USA). The Chinese Internet population is young (54% of it is under 30) and this age group represents the favorite target of Yoox Group; the average age is 25 years, while in the USA it is 42, with 55.8% of male users. The majority of the Internet population is concentrated in urban areas (72.4%, 408 millions, against 27.6% in rural areas). The total value of online sales in 2012 was 210 billion dollars (+64,7% with respect to 2011), while in the USA it amounted to 226 billion dollars, with a yoy growth of 15.8%. Online shopping is an activity practiced by 42.9% of the Internet population (242 million of people). Among the B2C websites, Amazon.cn is the fifth by number of monthly visitors, and it is the only non-Chinese website in the top ten. E-commerce in China presents big opportunities, as the country grows by 4 million users per month. It has been forecasted that, by 2015, 44% of Chinese urban population will have shopped online, against 23% in 2010, and by that date 7.4% of Chinese total retail value will come from e-commerce. On average, shipping costs amount to 1 dollar per kilogram, against 6 dollars in the USA for the same weight. Customer surveys have shown that Chinese consumers shop online because of many reasons; 28% of the online shopper prefer it for the “anytime, anywhere” opportunity, while 25% appreciate the low prices and 18% find it convenient. 7% of the shoppers say that it is easy to compare prices and 4% enjoy the vast choice offered. Source: Online research Mcommerce More than 460 million of the Chinese population access Internet through their mobile phones; they are 56.6% male, of age between 18 and 35 in 73.3% of the cases, educated (high school: 10.4%; junior college: 24.4%; bachelor: 51.5%), they access Internet more than once a day (71.8%), frequently while waiting for transports (54.2%), while communicating (47.3%) or at home (46.6%). 17.1% of mobile Internet users do online shopping. JAPAN Ecommerce Online revenues are still expected to grow in the next few years, in Japan. According to eMarketer, B2C sales were under $100 million in 2010, but they reached $125 million in 2012 and are expected to grow up to $175 million by 2017. Japan is the third country for broadband Internet population, behind US and China. An important factor in Japan is social networking; Japanese consumers are connected with brands on social media, but more in the purpose of gaining coupons and free products than of being in touch with the identity of the producer. The most important ecommerce website in Japan is Rakuten, famous because it creates a unique shopping experience letting producers customize their products and communicate directly with customers. Mcommerce The Japanese Ministry of Internal Affairs & Communications reports a big increases in the mobile shopping segment; in 2011, mobile commerce revenues amounted to ¥1,17 trillion ($11,5 billion), +16,2%. The most important share was represented by merchandise (¥583 billion, that is $5,9 billion, 49,8% of the total), which grew 32,9% yoy. The most important online fashion retailer, Zozotown, reported that 40% of sales in 2012 where proceeded by mobile devices. This phenomenon can be explained by the massive use of shopping apps; some services are mobile-only, as their target is constituted by under-30 who often use mobiles as their unique Internet access point. An important example of this trend is Muse, a flash-sales site targeted on young women which sells casual fashion brands; it has been launched at the beginning of 2012, but in 2013 it claimed to have 200000 users, with ¥50 million ($510000) sales per month and it is now focusing on the development of smartphone apps as 70% of traffic and 50% of sales comes from mobile devices. Online fashion in Japan seems to have a great appeal to young people; the service iQon is designed to allow customers to choose “looks”, that is clothing and accessories from different fashion brands which can be shared among users. Each product is linked (through a fee-earning connection) to a fashion ecommerce site, such as Zozotown. In 2013, iQon has started a collaboration with Yoox in order to offer more luxury overseas products, thus hoping to attract more users (not only teenagers and people on their 20s, but also under 40 women). Another important channel to exploit is the connection with social networks; for example, the app Origami allows users to bookmark their favorite brands and shops. This news service lets people receive updates from their bookmarks about products, promotions, events and so on, but it also connects these updates directly to ecommerce websites, in order to make faster the purchasing process and to increase the visibility of the brand. MIDDLE EAST Ecommerce Recent studies have shown that ecommerce market in the Middle East has grown 29% in revenues ($7 billion in 2011, $9 billion in 2012) and 20% in consumers (30 million people in 2012); 15$ billion revenues are forecasted by 2015. This huge increase has been due to growth of online population (new consumers); to the online appearance of local retailers, allowing customers to buy on the internet what before they could have found only in a specific region (establishment of a sophisticated structure and offer); to the increasing presence of international players; to the massive increase of mobile commerce. A peculiar tendency is cross-border ecommerce, because of the limited choice of the local market. Customers buy in US (35%), Asia (30%), Europe (25%), leaving only the remaining 10% to the intra-regional e-trade. Mcommerce 10% of online transactions are operated through mobile devices, but forecasts report an increase to 20% in 2015 thanks to the spreading of tablet and smartphones. Consumers prefer to use tablets rather than smartphones, but high barriers are represented by non-user-friendly platforms, which make more difficult for the customer to understand how to use the portal or purchasing procedure, and lack of security while operating transactions. 11.02.2014 Source: Online research 21 Yoox Group Minerva Capital LATIN AMERICA Ecommerce Brazil (population: 198,7 million) is the 5th biggest internet market in the world and the biggest in Latin America, with an online population of 99 million users, 60% of which are less than 34 years old. They spend more than 27 hours per month online (global average: 24.7), most of all for social networking, ecommerce, price comparison sites, videos and gaming. Online total sales have increased by 20% from 2011 to 2012 (US$9,2 billion to US$11 billion) and an increase of 28% has been forecasted for 2013. Brazil has also been victim of trends like American Black Friday (US$ 110 million of online revenues on November 23rd, 2012) and holiday online shopping (+18% during Christmas 2012). Studies conducted in Brazil have shown that online retail is appreciated for its being convenient, making possible to compare prices easily and to buy when there is not an adequate physical store, but it has the drawback of forcing people to wait and not touch the item. The potential growth lies in the improvement of internet penetration rate (currently 49%, half the one of the USA) and the increasing usage of smartphones is going to help this process. Argentina’s ecommerce total sales have increased 32% from 2011 to 2012 (US$2,3 billion to US$3,3 billion) and it is the country with the highest digital buyer penetration rate in Latin America (online purchases were made by 43,9% of Argentina’s users, higher than 34% in Brazil and 19,6% in Mexico). Mexico’s ecommerce total sales have increased by 46% from 2011 to 2012 (US$4,2 billion to US$6,2 billion); 23% of online purchases are concentrated on clothes. Apart from the major countries, also the other regional players are becoming more and more important in this field; for example, Chile’s ecommerce sale are estimated around US$1,7 billion in 2012. An important feature of this market is the fact that 38% of online transaction does not concern goods but tax payments, 29% are travel related and 17% retail related; Chile has also a high percentage of Internet users engaged in ecommerce (65%). In 2012, Colombia has almost reached the US$2 billion threshold of online e-trade revenues. Mcommerce 93% of Brazilian mobile shoppers use smartphones or tablets to gather information on products, while 63% find mobiles useful for price comparison; social networking is also an important issue, for example for what concerns sharing information or photos. Mobile sales have increased from 5% in 2011 to 10% in 2012; the local Camara Brasileira de Comércio Eletronico has forecasted an incredible growth of 657% of mobile commerce in 2013, which should have thus reached US$1 billion. Half of Mexican online consumers (47%) have made purchases through their mobile devices in 2012; an increase in this percentage is forecasted in the next few years. 11.02.2014 22 Yoox Group Minerva Capital APPENDIX 9 – INDUSTRY OVERVIEW AND COMPETITIVE POSITIONING VALUE DRIVERS Among the portfolio of brands served by Yoox in the mono-brand sector, only a few are listed on the stock market: Barbara Bui (Bourse de Paris, since April 2000); Aeffe (Borsa Italiana, July 2007); Brunello Cucinelli (Borsa Italiana, April 2012); Moncler (Borsa Italiana, December 2013). Barbara Bui is a French stylist, active in Paris since 1983. Aeffe SpA is an Italian company which includes Moschino, Pollini (leather industry) and which produces and distributes on license brands like Jean Paul Gautier and Blugirl. Brunello Cucinelli is an Italian maison; specialized in cashmere, it is one of the most exclusive brands in the international luxury casual chic sector thanks to the strength of the “Made in Italy” feature and the craftsmanship of its production. Moncler is a French clothing company specialized in jackets and sportswear; founded in 1952 by René Ramillon, it has been bought in 2003 by the Italian entrepreneur Remo Ruffini and it is currently worldwide sold. Mediobanca estimates online revenues will grow from €4 million in 2012 to €20 million in 2016 (CAGR 49%), which means that online traffic will contribute for 2,3% in 2016, against the current 1% of group revenues. These four brands represent a fashion-portfolio which can be seen as incorporated into Yoox stocks; each of these brands is a value-driver for the company, and their Source: Companies data revenues are strictly connected through the revenue-sharing mechanism. Even though each brand’s growth is associated to the whole business (both physical and online), we can see a clear pattern in the paths followed by Yoox and the three listed stocks (Moncler lacks of data, because of its recent appearance at Piazza Affari). Total revenues Aeffe Barbara Bui 2008 300,700 37,362 Brunello Cucinelli 2009 222,900 -25.87% 30,241 -19.06% 158,135 2010 225,100 0.99% 29,282 -3.17% 203,599 0.05% 2011 252,500 12.17% 31,897 8.93% 243,448 0.05% 363,700 112,450 10.84% 165,048 46.77% 233,511 41.48% Moncler Yoox 101,450 2012 261,100 3.41% 31,794 -0.32% 281,351 0.05% 489,180 34.50% 316,875 35.70% 2013 196.900* -3.80% 253.386* 14% 456,000 21.00% Source: Companies data *2009 refers to the yoy growth 2008-2009. For 2013 we have used data from Q4 for Yoox and Q3 for Aeffe and Brunello Cucinelli, underestimating the usual positive effect of the fourth quarter and of holiday sales. 11.02.2014 23 Source: Bloomberg Yoox Group Minerva Capital APPENDIX 10 - PORTER ANALISYS Porter Analysis Threat of Substitute Products Competitition in the industry Treat of new Entrants 5 4 3 2 1 0 Bargaining Power of Suppliers Bargaining Power of Buyers Source: Team Estimates Treat of new Entrants: 4 - Trading volumes and achievement of a large market share, strategic for economies of scale for distribution costs; - Automated chain in the Bologna Interporto to add new merchandize to inventory; faster photographing and cataloguing. Even though the extension of Bologna’s warehouse required the commitment of great resources, it was needed to support orders and stocks’ growth until 2019, and to sustain delivery and order processing’s efficiency for the following years. - Exclusives with brands only in the monobrand sector (for the development and maintenance of the website); the multibrand needs to be more flexible and it has no exclusives, as the same brands are sold also on other online stores. - Software licenses may be important, but the technology market has a fast evolution and licenses do not ensure that a certain service can be offered only through a specific solution; new platforms can be easily developed, thanks to the increasing spread of knowledge and to the diffusion of IT and IT universities. Also applications for mobile devices can be easily developed. - Safety and realiability: the consumer needs to feel safe when doing an online transaction and this happens more often when he deals with established and well-know institutions he can trust. Bargaining Power of Suppliers: 4 - Economies of scale: achieving the a sufficient number of orders, Yoox obtained higher discount from suppliers to reduce delivery costs. Yoox's main partners are UPS for global delivery, Fedex in China, Yamato in Japan, Bartolini and UPS in Italy. The table shows the impact of delivery costs on a customer's total bill, in percentage points. This information is a sign of how much the company has reduced delivery costs in the last years, assuming that Yoox maintained the same price policy over the given time period. Even though we drop this assumption, we can observe the same trend by taking into account the costs of services that are included in the costs of sale. This value is mostly made up of delivery costs, and, even if they can't be identified exactly, its percentage on revenues has decreased over time. - Good relationships with brands: YOOX's Group acquire important partnership, building up loyalty and respect among partners. Bargaining Power of Buyers: 2 Yoox can't offer a great discount on the catalogue because its price policy is settled in line with the physical stores, hindering the expansion of customers’ segments. Nonetheless Yoox has been able to strengthen its position on the market because it has reduced the percentage discount granted to customers without losing volumes. Competition in the Industry: 4 The competition comes in two sectors: service provision, outlet stores together with other online fashion store. - As for service provision: YOOX was able to exploit its internal synergies: its pre-existing relations with web advertising suppliers, established previously for the multi-brand business. - As for online stores, Yoox is able to reduce costs and obtain a better marginality due to Online Partnerships with the brands whose collections are sold in the Multi-brand Stores. Threat of Substitute Products: 2 - Other online retailers: lower-end (for example, Zalando, Net-à-Porter) - Subscribers-only portals: only members of the “club” are invited to special offers (for example, Privalia, Vente-Privée, Gilt, Amazon BuyVIP). In this way they focus on customer loyalty and on an higher conversion rate than Yoox. Shoppers feel part of an exclusive reality dedicated only to them, so they are more willing to make an order because of this sense of "elegibility", particular of luxury market. - Physical substitutes: outlets, department stores, flagship stores; the "customer experience" is one forte of luxury brands against the lower-end stores in the market. However, online services have many pros, for example the wider availability from the whole catalogue, but these sites should be improved in order to enrich the shopping perception; a major change could lie in the possibility of seeing many photos of a product, in particular clothing, but on different models in order to fit the different shapes of customers. 11.02.2014 25 Yoox Group Minerva Capital APPENDIX 11 - AOV AND RETENTION RATE Monthly unique visitors ('000) Numbers of orders ('000) AOV (without VAT) Numbers of sctive customers ('000) Conversion Rate 2008 2009 2010 2011 2012 2013 forecasted 3,700 6,400 8,600 10,400 13,000 13,211 The rapid growth of the group over the years and its expansion among different markets. In five years the number of visitors has more than tripled, and the conversion rate didn't fall under 7%. This is a signal of efficiency and it shows that the investments in new online stores don't waste resources. To better understand these results, we should make a comparison with some important competitors: Amazon, Asos and Vipshop. These three businesses are actually quite different from Yoox: 167 170 179 180 206 219 Amazon is a large scale online retailer and it is mostly known as a book seller, even if almost every kind of item can be found in its 319 478 612 808 947 1070 catalogue. The website attracts a very large variety of customers, and it's not specific to one particular sector. On the other hand Asos is closer to Yoox for type of business. In fact it is an online fashion retailer, but it is bigger and it is focused 8.62% 7.47% 7.12% 7.77% 7.28% 8.10% mainly on UK, USA and Australian markets. As a results, the fashion style offered is mostly dedicated to the Anglo-saxon's fashion, which differ from the European continent's one. Source: Company data Vipshop is a Chinese company which offers "Everything Must Go!" sales on web. The costumers have the opportunity to buy merchandise at a very discounted price for a limited amount of time. Its catalogues contend clothing, shoes, cosmetic and accessorize from both European and Chinese Brands. Vipshop was established in 2008, so its actual growth values are conditioned to its recent entry into the market. Due to these differences, the conversion rates of these competitors can't fit on Yoox's business, nevertheless they provide a useful comprehension insight on the online retailer market. In 2011 Asos registered a conversion rate of 24,3%, and in 2012 it increased is up to 25,0%. Amazon instead in 2012 recorded a rate of 13,4%. These results seem to prove that Yoox doesn't compete with the others players in the market. However in order to have a comprehensive overview, it's necessary to include in the analysis the AOV of the orders. As shown in the table, the average value of the Yoox order value reaches a peak of €206 in 2012 (in forecast on 2013, 219). Amazon instead managed in 2012 $ 48 (€35,58), while Asos had an average basket value of £67,5 (€78,32) in 2011 and £63,58 (€77,48) in 2012, Vipshop $35,7 (€23,24). 780 1148 1523 2055 2330 2735 Providing a deeper comparison with Asos: Asos Yoox 50.00% 100.00% 40.00% 80.00% 30.00% 60.00% 20.00% 40.00% 10.00% 20.00% 0.00% 0.00% -10.00% 2010 2011 Growth of conversion rate Growth of unique visitors 2012 Growth of AOV 2013.00 -20.00% 2010 2011 Growth of conversion rate 2012 2013.00 Growth of AOV Growth of unique visitors Source: Companies data The table shows that, excluding from 2011, there is a negative correlation between Growth on conversion rate and the growth on AOV, according to different retailers and markets. These data give information on about how the growth of unique visitors impacts on the AOV growth and on the conversion rate. YOOX has collected very brilliant results in increasing the AOV and at the same time in sustaining the retention rate. Except for 2011, the usual trend registered is a negative correlation between growth in conversion rate and in AOV. In 2013 YOOX overperformed and obtained a positive growth both in conversion rate and in AOV. The values of the last years confirm that the AOV policy is perfectly on target, in fact the choice of online partners, is made by taking into account the high average order value, instead of the high number of orders. This orientation performs well not only by increasing the value of revenues, but mostly by reducing the bearing of sales cost on revenues. Given a fixed cost of delivery, it would be more profitable to send a high priced item rather than a lower. 11.02.2014 26 Yoox Group Minerva Capital APPENDIX 12 - CUSTOMERS Through the multiple channels of mono-brand stores and multi-brand in- and off-season stores, Yoox targets different kinds of customers: • Brand lovers: loyal to the brand and sensible to new trends, they prefer buying on the dedicated monobrand stores; thecorner.com and shoescribe.com allow them to compare and choose among their favorite maisons; • Fashion savvy: quality and price are two important features that the savvy takes in mind while comparing brands on yoox.com; the in-season trend component is less important; • Bargain hunters: price is the first-dimension choice for them; yoox.com exploits this propensity creating even more discounted special offers, like bi-annual sample sales. Apart from the interest in fashion, the ideal customer of YOOX belongs to a new generation of Internet-aware people, hyper-connected and used at living with new technologies, such as tablets and m-commerce. As the demand for more sophisticated online experiences increases, it is important to ride the wave and to offer new customized opportunities. Mono-brand online stores and thecorner.com offer the same product in the physical stores, at a price aligned to them; the increase in the e-commerce interest is then due to social and psychological recent developments, for example: • increasing speed required to all the processes, starting from social interactions through social networks; • possibility of looking for the desired product from any location and in any time, checking out the whole catalogue and not only the in-store assortment (which can depend on the buying choices of the singular shop); • possible distance of the customer to the physical shop (mono-brand stores are usually located in big cities, and small cities present only authorized reseller which do not own a large assortment); • lack of time during opening hours (office jobs). • curiosity: lower-budget buyers may not want to enter the shop because of lack of resources, but they may admire the brand identity and may have a look at the website, eventually finding some lower-price product; • possibility of shopping from different markets worldwide and loyalty of a customer to a brand not sold on his/her local market. Internet allows him/her to keep in touch with new collections and to acquire them without travelling. One important drawback of online shopping is that the customer loses the part in which he/she inspects the product, tries it on and experiences the real excitement of handling something wanted, without waiting or relying on payment and delivery systems. Online shopping websites should exploit the crosschanneling opportunities in order to correct for this lack of human contact. APPENDIX 13 - CROSSCHANNELING Crosschanneling marketing implies the use of one marketing channel to support or promote another channel; this allows companies to be more effective in interacting with their customers. Across geographical markets, there is a strong correlation between e-commerce maturity and cross-channeling development; in particular, USA, UK and Japan are leading this new technological change. Luxury brands could exploit these opportunities, increasing their value proposition by connecting distribution channels, because they could use their sector experience and enrich it, personalizing interactions and increasing customer loyalty (thanks to higher frequency and spending); these factors may help in increasing sales in the medium and long term, both online and offline, magnifying brand identity thanks to the various customer touchpoints. Crosschanneling may also increase the brand proximity to the customer, as websites are accessible anytime and anywhere, and increase the effectiveness of marketing campaigns, leveraging online the larger offline customer base. Crosschannelling may integrate the on- and off-line shopping experience of customers, integrating database, loyalty programs, the possibility of using pre-paid gift cards, while allowing the customer to book online a product or an in-store tailoring appointment; moreover, the presence of brands and their visibility can be augmented, making the customer feel part of this luxuous reality, for example providing stream-videos directly from the catwalk. Yoox is going to focus on developing cross-channeling, in particular within the JV with Kering and operations with some Italian brands. These operations include: fashion advice from experienced consultant that assist the customer while shopping online database integration; click&collect (service which allows to buy or just reserve online and pick up the product in stores); click from store (the process of buying online but from an in-store device); return in store; click and exchange (after the online buying process, return and exchange can happens physically in store); check in-store availability online; buy on call supported by fashion consultants. 11.02.2014 27 Yoox Group Minerva Capital APPENDIX 14 - CRITICALITIES Yoox’s possibilities to grow in new markets are related to the expansion of the sector in local regions; this growth can be boosted improving Internet penetration rates, but also by the diffusion of smartphones and tablets and the spreading of e-trade tendency. Luxury has always represented a status quo for people who could afford it; valuable products gain this status for their quality, but more for their perceived intrinsic value (tradition, identity, passion, etc.). Luxury goods are considered Giffen goods, or Veblen goods, whose demand increases proportionally to their price. These psychological factors are important in driving demand because in the next few years two macroeconomic tendencies are going to move the markets: the first one is related to the end of the financial crisis, especially in European countries; the second is the emerging of new countries and of a new middle class. As wealthy countries get out of the crisis (improving their GDP growth levels and encouraging consumer confidence), their purchasing power is expected to grow and this can have positive effects on the luxury market. +In emerging countries, in recent years, more and more workers are getting out of the poverty status, thanks to the development of the economic system and to the improvement of the social state. In China, modern shopping malls are being opened throughout the country and even rural classes are evolving from being the low-end markets to the middle and high-end. Rising wages and an ageing population are going to shift households’ balances towards consumption rather than savings. Chinese consumers are more oriented towards expensive goods; their Source: The Economist taste for these products comes from the emulation sentiment they feel while watching online American TV series and the Source: The Economist consultancy IDEO has found that many young migrant workers earning less than $830 a month spend their monthly wage on an Apple iPhone. However, Chinese consumers are very unstable and they do not show strong loyalty to brands but they prefer to switch rapidly from one to another. The market is very competitive, as consumers can find on their shelves more than twice as many brands than in other countries and they change their minds so fast it is impossible to keep someone to its first choice. Luxury is important in a culture because it conveys messages about the social status of the owner and the choice of the specific item shows a particular attention for certain values; many leading brands are now promoting their history and craftsmanship in order to display the cultural heritage incorporated in the brand itself. Unfortunately, many Chinese have declared they would prefer to buy products which were designed for China and incorporate their own identity (source: The Economist). Consumers have also become more aware of price dynamics and they often check details information online; for example, in 2009 only 40% of people realized that prices in the mainland were at least 20% higher than, for example, in Hong Kong, but in 2010 the percentage was 66%. McKinsey estimated that by 2015 China will account for 20% of global luxury sales, thanks to Source: McKinsey &Company urbanization, increasing wealth, spread of pos and web investments. Top 3 key buying factors in luxury purchase Source: McKinsey &Company 11.02.2014 28 Yoox Group Minerva Capital APPENDIX 14 - FASHION TRENDS To make our considerations on the market, we compared YOOX's growth rates with other players in the luxury market. We used historical revenues of Prada, Hermes LVMH until 2012, for 2013 we use projections based on growth ot 3th quarter. In particular for the Italian market, we compared just with Prada's growth because it is the only peer for which data are available. 2009 YOOX PRADA 37.00% -14.33% YOOX Luxury firm 50.32% -7.53% YOOX Luxury firm 57.36% 1.10% YOOX Luxury firm 90.54% 0.53% YOOX Luxury firm 59.41% 14.59% 11.02.2014 2010 2011 Growth in Italy 23.82% 17.13% 19.18% 13.30% Growth in Europe 38.41% 37.46% 14.74% 15.36% Growth in USA 63.98% 41.55% 15.99% 13.09% Growth in Japan 51.84% 47.60% 6.44% 5.19% Growth in Rest of the World 160.42% 170.62% 23.19% 28.73% 2012 2013 2.38% 18.56% 20.07% 4.00% 27.27% -1.91% 21.38% 6.96% 36.47% 24.49% 26.11% -2.19% 56.76% 18.30% 10.68% -12.51% 139.66% 8.76% 49.39% 13.67% 29 Yoox Group 11.02.2014 Minerva Capital 30 Yoox Group Minerva Capital APPENDIX 15 - POTENTIAL UPSIDES NEW MARKETS After the breakeven in China, Yoox is ready to attack and conquer new markets; the next targets will be Middle East and Latina America. Middle East seems to offer more immediate chances, as it closer to the current physical hubs (Europe, China), infrastructures (Internet, distribution channels) are more developed and average GDP per capita is higher, which can measure the social environment (though an indicator of inequality, like the Gini coefficient, is missing) and the propensity of the population towards fashion and luxury. If we take the percentage of households above 35000 US$ as an indicator of purchasing power (*Egypt: above 25000$), we can see that the percentages and the growth rates are quite different, manifestation of the fact that these areas present big opportunities but they are also connected with a wide variety of country-specific issues (income inequality, GDP growth, inflation, political stability). Middle East presents very different situations; Egypt, Turkey and Iran are the more populated countries, but they do not present upper-income percentages as high as those of Saudi Arabia (petroleum-based economy). Latin America presents relatively low above-$35000 per household percentages, but growth rates have been quite important and they are expected to keep up the pace, symptom of the re-birth of the whole area. Free-trade agreements still do not exist among American, European and Middle-East countries; in the last years, several projects have been designed in order to create free trade areas (for example, EU and US with Middle East, or US with Latin America) but nothing has been signed. Agreements of this kind may boost Yoox’s expansion because they would allow the company to exploit its present physical hubs and to trade without import quotas and without making huge initial investments, which may take place only after a period of market penetration and settlement of the business. Source: Bloomberg 11.02.2014 31 Yoox Group Minerva Capital Source: Online research 11.02.2014 32 Yoox Group Minerva Capital APPENDIX 16 – INVESTMENT RISKS OVERVIEW - PROBABILITY AND IMPACT OF RISKS Source: Team estimates 11.02.2014 33 Yoox Group Minerva Capital APPENDIX 17 - SOCIAL MEDIA PRESENCE The table shows how Italian ecommerce retailers perceive social media as effective (data gathered in 2013). Yoox should increase its social media presence in order to gain more visibility: customers are not aware of the brand “Yoox” and do not pay attention to the official pages on the social media. The potential audience on Facebook, Twitter and so on is growing and Yoox should exploit these channels. Facebook: 1.11 billion people using the site each month, reported in January 2013, +23% yoy; 1.23 billion reported in January 2014. Twitter: 200 million users (active February 2013), 500 million (total in October 2013). Google+: 540 million users (active October 2013). YouTube: 1 billion users, 4 billion views per day (March 2013). Which social media are effective? 80% 70% 67% 60% 50% 37% 40% 33% 30% 20% 20% 15% 11% 5% 10% 4% 3% 7% 0% Source: Online research Survey conducted in 2013 among Italian B2C retailers Facebook - Likes Youtube Channel Subscribers Twitter Visualizations Google+ Followers Yoox 155445 1485 1302010 22442 3413 Armani 5444125 19195 14128031 1168601 1111656 Dolce&Gabbana 7857740 46756 26514134 1885387 799264 Yves Saint Laurent 1886284 / / 1810090 1172 LVMH 157458 480 142521 12686 / Hermes 1563732 10172 1699754 Not Certified 80738 Dior 12807071 97589 102852747 4149531 1212149 Louis Vuitton 16114468 64754 67552196 2409680 101369 Prada 3255676 26498 14655984 51528 10301 Amazon.it* 2971550 3185 447676 Ebay 7040571 14749 6587942 310221 only regional Net-à-Porter 1205929 36481 5993565 574565 678181 Zalando 680895 1421 1912628 10168 57453 Source: Online research 11.02.2014 34 Yoox Group Minerva Capital 140000000 120000000 100000000 80000000 60000000 40000000 20000000 0 Facebook - Likes Youtube Channel Subscribers Twitter Followers Google+ Youtube Channel Visualizations Source: Online research These data show that Yoox should increase marketing costs in order to gain visibility on the social media and find new customers among the new Internetaddicted generations. An important feature of our society is the constant exposition to advertisements and brands; the average Western consumer sees logos (sometimes the same one) perhaps 3000 times a day (Source: TheEconomist) but he/she is more aware of how advertising works. This wake up of consciousness has been fostered also by online communities and rating systems, where people can comment and share their experience, thus allowing other customers to compare the services (this is what happens on online commerce websites, on social network or on new trends like TripAdvisor). The greater availability of choice, competition and information has led to an era of skepticism, so brands need to re-discuss their fidelization programs and to re-shape their images. Word-of-mouth recommendations (“earned media”) are perceived as more reliable than advertisements on “paid media”, so companies should exploit the possibilities offered by viral marketing and community sharing. Yoox should gain more visibility on the Internet, which is its battle field; as more satisfied customers report their positive experiences, not only their trust will increase, but they will also drive the attention of new potential consumers towards Yoox and its websites. 11.02.2014 35 Yoox Group Minerva Capital APPENDIX 18 – CORPORATE GOVERNANCE Board of Directors • Chairman and Chief Executive Officer: Federico Marchetti • Directors: • Stefano Valerio • Mark Evans • Catherine Gérardin-Vautrin • Elserino Piol • Massimo Giaconia • Raffaello Napoleone Board of Statutory Auditors • Standing Auditors • Filippo Tonolo - Chairman • David Reali • Patrizia Arienti • Alternate Auditors • Edmondo Maria Granata • Salvatore Tarsia Independent Auditors • KPMG S.p.A. Supervisory Body (Decree Law 231/2001) • Rossella Sciolti - Chairwoman • Gerardo Diamanti • Riccardo Greghi Director in charge of preparing Corporate Accounting Documents Internal Control Manager • Francesco Guidotti • Riccardo Greghi APPENDIX GOVERNANCE: OECD Criteria: Define foundations for an effective corporate governance framework: 10 (weight:1) Shareholders' right: 8 (weight:1,6) Role of stakeholders: 10 (weight:1,6) Disclosure and trasparency: 8 (weight:1) The responsibilities of board: 6 (weight:1,6) TOTAL: 7 11.02.2014 36 Yoox Group Minerva Capital We used the Principles of Corporate Governance developed by Organization for Economic Cooperation and Development (OECD). We assigned a vote 1-10 for each criterion. YOOX's final score is 7 out 10, because we valuate particularly sensible the followings matters: - regarding Shareholders’ rights: implementation of stock options plans limits the floating shares. - the Code of Conduct is very well made, but more controls should be applied by Independent Auditors on quarterly results, which have a deep impact on stock price. Currently supervision is carried on just partially on quarterly and half-year reports. - great concentration of shares owned by members of BoD. We used the Standard Ethics Rate (SER) to help us into evaluation. It is issued by a London-based rating company, which measures the level of conformity of companies to the baseline ethical values expressed in eight different classes: EEE for 'above average' , EE for 'average', E for 'below average'. The rating is given by following the United Nation, OECD and EU dispositions on "Corporate Governance". The final weight on the index is given by adding to the class's percentage value the residual part of classes not covered by any firm. SER Società EEE- ENI weight 7.779% EE+ ENEL 6.223% EE UNICREDIT 5.056% EE PRYSMIAN 5.056% EE ASS. GENERALI 4.667% EE AZIMUT 4.667% EE ENEL GREEN POWER 4.667% EE STMICROELECTR. 4.667% EE UBI BANCA 4.667% EE B. POP. EMILIA ROM. 4.278% EE BANCO POPOLARE 4.278% EE SAIPEM 4.278% EE- INTESA SANPAOLO 3.501% EE- FINMECCANICA 3.501% EE- BANCA MPS 3.112% EE- CAMPARI 3.112% EE- LUXOTTICA GROUP 3.112% EE- SNAM RETE CAS 3.112% EE- TELECOM ITALIA 3.112% EE- YOOX 3.112% EE- A2A 2.723% E+ PIRELLI & C. 1.556% E+ ANSALDO STS 1.167% E+ CNH INDUSTRIAL 1.167% E+ FIAT 1.167% E+ MEDIOBANCA 1.167% E+ TENARIS 1.167% E+ TOD'S 1.167% E+ WORLD DUTY FREE 1.167% E BUZZY UNICEM 0.389% E ATLANTIA 0.194% E AUTOGRILL 0.194% E EXOR 0.194% E S. FERRAGAMO 0.194% E TERNA 0.194% E- GTEC 0.0780% E- MEDIASET 0.0780% E- MEDIOLANUM 0.0780% SUSTAINABILITY: Yoox has promoted the initiative of YOOXIGEN, winning the Green e-Retailer of the Year Award at the eCommerce Awards for Excellence 2012. The section “Eco-commerce” on Yoox promotes eco-friendly collections (on the basis of characteristics of the items, such as ethically produced, fair trade, organic, craft-artisan, custom, recycled, vegan). Many partnership programs have been launched in order to raise awareness about both eco-sustainability and ethical conduct of fashion. 11.02.2014 37 Yoox Group Minerva Capital YOOXYGEN program also aims at promoting good environmental practices among employees in their every-day worklife, with a manual of conduct that helps people to behave responsibly concentrating on five main areas (paper, water, energy, waste, mobility). The impact of mobility has been taken in such consideration that Yoox has developed programs of car-sharing for employees and manages to minimize travel introducing tele-information services (videoconferences, web meetings).; the company owns only hybrid vehicles. 11.02.2014 38 Yoox Group Minerva Capital Disclosures: Ownership and material conflicts of interest: The author(s), or a member of their household, of this report does not hold a financial interest in the securities of this company. The author(s), or a member of their household, of this report does not know of the existence of any conflicts of interest that might bias the content or publication of this report. Receipt of compensation: Compensation of the author(s) of this report is not based on investment banking revenue. Position as a officer or director: The author(s), or a member of their household, does serves as an officer, director or advisory board member of the subject company. Market making: The author(s) does act as a market maker in the subject company’s securities. Disclaimer: The information set forth herein has been obtained or derived from sources generally available to the public and believed by the author(s) to be reliable, but the author(s) does not make any representation or warranty, express or implied, as to its accuracy or completeness. The information is not intended to be used as the basis of any investment decisions by any person or entity. This information does not constitute investment advice, nor is it an offer or a solicitation of an offer to buy or sell any security. This report should not be considered to be a recommendation by any individual affiliated with Minerva Capital, CFA Institute or the CFA Institute Research Challenge with regard to this company’s stock. 11.02.2014 39