Investor Presentation • Apr 25, 2024
Investor Presentation
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Segments

Consumer Goods Freight Goods Industrial Goods Service and Retail Goods

Dr. Dominik Benner CEO
15 years eCommerce

10 years eCommerce & payment

Reinhard Hetkamp CFO TPG AG
▪ >20 years experience in various finance roles inc. various CFO positions


Stefan Schütze (Chairman)
▪ Jens Wasel
▪ Florian Müller
▪ Dominik Barton



1.5 – 2.3x






+26%








+73%


Software-solutions for small- & medium-sized business partners


(unaudited, preliminary)

All Pro-Forma figures for FY 2023 and FY 2022 are based on continued operations. Fashionette AG announced in Q1 2023 and Q2 2023 the closure of the business units of (a) beauty and (b) smartwatches, in Q3 2023 the planned sale of both units was published., sell-off by April 2024 effective. All ratios related to total revenue FY 2023/FY 2022. Market expectations FY2023 are based on current research (Nuways, MMWarburg, Montega). All numbers are unaudited and preliminary.

| 2022 | 2023 | Guidance / market expectation | ||
|---|---|---|---|---|
| GMV | € 591m | € 705m | ||
| Net revenue (EUR m) |
€ 387.4m | € 440.8m | GMV-Guidance: € 700m → Achieved / outperformed. |
|
| Other revenues (EUR m) |
€ 29.0m | €32.8m | ||
| Gross Margin | 34.8% | 31.1% | Revenue-Guidance: € 440m → Achieved / outperformed. |
|
| Marketing Cost Ratio |
7.4% | 5.9% | ||
| Distribution Cost Ratio |
6.3% | 7.5% | EBITDA adj.-Guidance: € 20m → Achieved / outperformed. |
|
| HR Cost Ration |
6.5% | 4.7% | ||
| Adj. EBITDA (EUR m) (% margin) |
€ 11.9m (3.0%) |
€ 22.6m (5.1%) |
EBITDA reported: € 47.7m (FY 2023) above expectations. | |
| Reported EBITDA (EUR m) (% margin) |
€ 37.0m (9.6%) |
€ 47.4m (10.7%) |
Net profit: € 33.3m (FY 2023) above expectations. | |
| Net profit (EUR m) (% margin) |
€ 24.8m (6.4%) |
€ 33.3m (7.6%) |

All Pro-Forma figures for FY 2023 and FY 2022 are based on continued operations. Fashionette AG announced in Q1 2023 and Q2 2023 the closure of the business units of (a) beauty and (b) smartwatches, in Q3 2023 the planned sale of both units was published., sell-off by April 2024 effective. All ratios related to total revenue FY 2023/FY 2022.. Earnings per share based on number of stocks according to year end (31.12.2023). Market expectations FY2023 are based on current research (Nuways, MMWarburg, Montega). All numbers are unaudited and preliminary.

| 2022 | 2023 | Guidance / market expectation | |
|---|---|---|---|
| Net profit (EUR m), continuing operations |
€ 24.8m | € 33.3m | |
| Net profit (EUR m), not-continuing operations |
€ -3.3m | € -6.4m | Earnings per share (FY 2023) above expectations. |
| Net profit (EUR m), total |
€ 21.5m | € 26.9m | |
| thereof minorities |
€ 2.1m | € 1.1m | |
| Earnings per share (EUR), total |
€ 1.12 | € 1.50 | |
| Earnings per share (EUR), continuing operations |
€ 1.31 | € 1.93 |


Pro-Forma figures for FY 2022, 2023. FY 2022 and FY 2023 continued operations. 2024e according to guidance. 2021 TPG/Fashionette combined.



Pro-Forma figures for FY 2022, 2023. FY 2022 and FY 2023 continued operations. 2024e according to guidance. 2021 TPG/Fashionette combined.



Pro-Forma figures for FY 2022, 2023. FY 2022 and FY 2023 continued operations. 2024e according to guidance. 2021 TPG/Fashionette combined.


€ 23 m € 24-28 m


Pro-Forma figures for FY 2022, 2023. FY 2022 and FY 2023 continued operations. 2024e according to guidance. 2021 TPG/Fashionette combined.


€ 33.3 m
Products with simple logistics and focus on consumer goods
Products with complex transport, logistics and delivery processes in the area of freight logistics
B2B focus on industrial goods and industrial solutions
Products and services that are remunerated on the basis of performances
Platform for local pharmacies Platform for pharmaceutical


(in m€, pro-forma, continuing operations)

Pro-Forma figures for FY 2023, continuing operations.
Pro-Forma figures for FY 2023/FY 2022, continuing operations.
| 2022 | 2023 | |
|---|---|---|
| Number of Orders | 5.437.475 | 6.185.869 |
| Average order value (EUR) |
109 | 114 |
| Active Customers |
3.482.100 | 4.048.954 |
| Orders New Customers | 1.264.803 | 1.505.718 |
| Number of Employees |
751 | 688 |
| Number of Partners |
4.872 | 5.520 |

| 2023 | Key takeaways |
|---|---|
| Positive development: More partners (5.520) bring more products. More products bring more customers (4.05m), more customers bring more orders (6.2m). |
|
| Average order value increased to 114€ (2022: 109€), due to less discounts and less campaigns. |
|
| Reduced staff (688 employees) due to cost efficiency | |
| program and reduction in two subsidiaries. | |




| Cash + Cash equivalents | € 7.6m |
|---|---|
| Long term Debt (bank loans) |
€ 32.3m |
| Short term Debt (bank loans) |
€ 35.3m |
| Net Debt | € 60.0m |
| LTM EBITDA | € 22.6m |
| Leverage | 2.65 x |
Pro-Forma figures for FY 2023, continuing operations.

| 2023 | |
|---|---|
| Period result |
26.932.008 |
| Result from discontinued operations |
6.381.032 |
| Earnings before from continuing operations taxes |
33.313.040 |
| Adjustments for |
|
| Profit from business acquisitions |
(25 .274.443) |
| Depreciation (+) / write-ups (-) of fixed assets |
7.997.879 |
| Gain (-) from the disposal of plant and equipment property, |
(2 .146.005) |
| Increase (+) / decrease (-) in provisions |
(1 .582.709) |
| Increase (-) / decrease (+) in trade receivables and other that assets are not attributable investing or financing activities to |
(17 .465.046) |
| Increase (-) / decrease (+) in inventories |
37.120.358 |
| Increase (+) / decrease (-) in trade payables and other liabilities that are not attributable investing or financing activities to |
35.830.638 |
| Interest expense (+) / income (-) |
6.455.284 |
| expense (+)/income (-) (-/+) Income and deferred and tax tax assets liabilities (+/-) |
5.194.987 |
| Taxes paid on income and earnings less refunds (-) , |
(329 .047) |
| Interest paid (-) |
(6 .455.284) |
| Other non-cash expenses (+)/income (-) |
(1 .434.585) |
| Cash inflow from ongoing business activities |
71.225.068 |
| Payments (+) from disposals Payments (-) for investments in fixed assets |
(18 .446.580) |
| Payments (-) for the acquisition of subsidiaries less acquired liquid assets , |
(58 .948.710) |
| Cash investing activities outflow from |
(77.395.290) |
| Payments (-) for interest and of leasing liabilities repayment |
775.060 |
| Incoming (+) taking (-) from loans and of loans payments out repayment |
950.804 |
| Cash outflow from financing activities |
1.725.864 |
| Cash-effective changes in financial resources |
(4.444.357) |
| Available financial beginning financial the of the resources at year |
12.060.478 |
| available period Funds the end of the at |
7.616.121 |

Pro-Forma figures for FY 2023, continuing operations.



Pro-Forma figures for FY 2023/FY 2022, continuing operations. PPA-Results due to IFRS3 and deferred tax & consolidation effects..


"We do not accept cash burning. Our company never did."
"We have to acquire companies for fair values, meaning badwill is not an exception. And we develop their value over time."
"Our TPG-approach gives us the opportunity to buy highly attractive online -players in niche markets, make a great PMI and achieve long -term cashflow -streams."
" Each year, we see more than 1.500 offered online companies, most of them does not fit to us (industry, losses etc). But when we make the process of M&A, the seller understands our additional value compared to other bidders – and we are not looking for exits. That convinces the seller in many times and management stays on board."






| Control | |
|---|---|
| We want to have full control on the eCommerce Value Chain. Means: Not just offering software, we make A-Z as a full service for our 11.800 partners. Starting from coding ERP-interfaces, offering excellent software solution, manage the full payment process and take care about tax declarations and customs for our partners, we have full control on the Value Chain. |

We can achieve higher €-margins when we fully control the eCommerce Value Chain, cover all processes and services for our partners.
When we would offer only SAAS-solutions to external parties, we would have nice %margins, but after 2-3 years (contract time) we always would have a higher risk of being replaced by another software. Because we develop and run our own software solutions for our partners and cover the full Value Chain of eCommerce, our risk of replaceability is low.




If 3x YES Starting TPG-Strategy



| Revenue & Status of the Profitability & Debt Customers Company |
Strategy & IT |
||||||
|---|---|---|---|---|---|---|---|
| Diversified Customer base (>1.000 customers) |
Revenue range €3-100m Positive revenue development (>10-15% YoY), |
No early phase investments, only proven track record |
Sufficient management levels, no risk of single management issues |
EBITDA adj. >3% (1st year of PMI) |
Debt level <2x EBITDA |
Platform strategy (or eCommerce with change to platform strategy) |
High IT/ERP knowledge and TPG-software-fit |










| Centralized share services |
Entry in new markets |
||
|---|---|---|---|
| Marketing, accounting, software and ERP inhouse |
Full integration of TPG platform software |
Entry to Asian and Middle east market in (2021-2023) |
US market start in 2025 |


| Revenue & | Status of the | Profitability & | ||||
|---|---|---|---|---|---|---|
| Customers | Company | Debt | ||||
| Diversified Customer base (>1.000 customers) |
Revenue range €3-100m Positive revenue development (>10-15% YoY), |
No early phase investments, only proven track record |
Sufficient management levels, no risk of single management issues |
EBITDA adj. >3% (1st year of PMI) |
Debt level <2x EBITDA |
W |
| Successful cost reduction. |
Strong focus on Platform technology |
Centralized share services |
||||
|---|---|---|---|---|---|---|
| TPG reduces cost ratios: HR, rents, software, marketing spending |
Closing of business division in India |
With our software we connect 3rd party players and increase supply level |
We quit external software providers and make it inhouse |
Marketing, accounting, software and ERP inhouse |
Full integration of TPG platform software |

"We have to acquire companies for fair values, meaning badwill is not an exception. And we develop their value


over time."






Source: Company / Guidance 2024.

Leads to more

How we achieve more value: partners and their value for TPG
2023 2024e

Acquisition of hood.de

Acquisition of Avocadostore



LEADING POSITION
Becoming the No.1 Platform in Europe
Organic growth higher than market

Expanding into 30 industries by 2025


3-8 Acquisitions per year
Long-term goal of 50% organic / 50% inorganic growth

Increasing geographical footprint outside of Germany
Near-term France and Italy, long-term U.S. and India

Record year expected for 2024


Positive operating cash flow & stable liquidity in FY 2024

3-8 acquisitions in 2024, perfect buying conditions in M&A market

Strong cost-efficiency program continues in 2024, adjusting costs and risk, especially in marketing, personnel and inventory





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