15
1 Numa Wayne Capital Advisors LLC | Mergers & Acquisions | Capital Markets | Strategic Advisory M&A and Capital Markets Insights Winter 2020 Health, Fitness and Wellness - Industry Trends & M&A Acvity LMM M&A Overview | 1 U.S. Economic Overview | 2 HFW Market Highlights | 3 Sector Overview & M&A Acvity | 4 Public Company Stascs | 11 Numa Wayne Capital Advisors is an independent investment banking firm that provides M&A, capital raising, and related strategic advisory services to lower middle-market companies in North America. Our transacon experience covers a broad range of industries, end markets and business models. We have domain experse in working with companies serving the Health, Fitness and Wellness industries. Kahlil Reid | Managing Partner Direct: 310.971.4776 [email protected] NUMA WAYNE CAPITAL ADVISORS 1875 Century Park East, Suite 1220 Los Angeles, CA 90067 www.numawayne.com Health, Fitness & Wellness Industries We are pleased to present Numa Waynes Winter 2020 M&A and Capital Markets Insights for the Health, Fitness & Wellness industries. This report provides an overview of the U.S. economy and a recap of recent M&A activity and Capital Markets statistics for companies in the Health, Fitness & Well- ness industries. Lower Middle-Market (LMM) M&A Overview 2019 LMM M&A (defined as transaction value between $5M and $250M) aggregate transaction volume and value each have been declining over the past 5 years, possibly signaling the end of the boom M&A cycle. LMM M&A transaction valuations have been increasing over the past several years. This is probably due to the increased amount of capital chasing fewer quality deals. M&A and Capital Markets Insights | Winter 2020 HEALTH FITNESS & WELLNESS U.S. LMM M&A Activity 2015-2019 U.S. LMM M&A Valuations 2015-2019 7.20x 8.60x 8.61x 8.62x 9.81x 1.29x 1.54x 1.31x 1.45x 1.82x 0.00x 0.50x 1.00x 1.50x 2.00x 2.50x 3.00x 0.00x 2.00x 4.00x 6.00x 8.00x 10.00x 12.00x 2015 2016 2017 2018 2019 Source: PitchBook Data, Inc. Median EV/EBITDA Median EV/Rev $132.91B $118.57B $109.19B $108.73B $92.77B 2,178 1,797 1,621 1,602 1,313 0 500 1,000 1,500 2,000 2,500 $0.00M $20.00B $40.00B $60.00B $80.00B $100.00B $120.00B $140.00B 2015 2016 2017 2018 2019 Source: PitchBook Data, Inc. Aggregate Deal Value Deal Count

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Page 1: $120.00B Winter 2020 2,178 $118.57B $109.19B $108.73B 2,000

1 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Industry Trends & M&A Activity

LMM M&A Overview | 1 U.S. Economic Overview | 2 HFW Market Highlights | 3 Sector Overview & M&A Activity | 4 Public Company Statistics | 11

Numa Wayne Capital Advisors is an independent investment banking firm that provides M&A, capital raising, and related strategic advisory services to lower middle-market companies in North America. Our transaction experience covers a broad range of industries, end markets and business models. We have domain expertise in working with companies serving the Health, Fitness and Wellness industries.

Kahlil Reid | Managing Partner Direct: 310.971.4776 [email protected] NUMA WAYNE CAPITAL ADVISORS 1875 Century Park East, Suite 1220 Los Angeles, CA 90067 www.numawayne.com

Health, Fitness & Wellness Industries

We are pleased to present Numa Wayne’s Winter 2020 M&A and Capital

Markets Insights for the Health, Fitness & Wellness industries. This report

provides an overview of the U.S. economy and a recap of recent M&A activity

and Capital Markets statistics for companies in the Health, Fitness & Well-

ness industries.

Lower Middle-Market (LMM) M&A Overview

2019 LMM M&A (defined as transaction value between $5M and $250M)

aggregate transaction volume and value each have been declining over the

past 5 years, possibly signaling the end of the boom M&A cycle. LMM M&A

transaction valuations have been increasing over the past several years. This

is probably due to the increased amount of capital chasing fewer quality

deals.

M&A and Capital Markets Insights | Winter 2020

HEALTH FITNESS & WELLNESS

U.S. LMM M&A Activity 2015-2019

U.S. LMM M&A Valuations 2015-2019

7.20x

8.60x 8.61x 8.62x

9.81x

1.29x1.54x

1.31x1.45x

1.82x

0.00x

0.50x

1.00x

1.50x

2.00x

2.50x

3.00x

0.00x

2.00x

4.00x

6.00x

8.00x

10.00x

12.00x

2015 2016 2017 2018 2019

Source: PitchBook Data, Inc.Median EV/EBITDA Median EV/Rev

$132.91B$118.57B

$109.19B $108.73B

$92.77B

2,178

1,7971,621 1,602

1,313

0

500

1,000

1,500

2,000

2,500

$0.00M

$20.00B

$40.00B

$60.00B

$80.00B

$100.00B

$120.00B

$140.00B

2015 2016 2017 2018 2019

Source: PitchBook Data, Inc.Aggregate Deal Value Deal Count

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2 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Market Highlights Health, Fitness and Wellness - Industry Trends & M&A Activity

U.S. Economic Overview

As the U.S. enters the twelfth year of its economic expansion, many are concerned about the next economic

recession and when it will occur. While most macroeconomic indicators remain strong, the backdrop of hyper-

partisan politics, the impeachment hearings, the U.S.-China tariff wars and the slowing global economy casts a

cloud of uncertainly on the U.S. economic outlook for 2020. A U.S. economic slowdown would have a significant

negative impact on LMM M&A and capital markets activity.

Positive economic factors include:

• Major U.S. stock market indices post record highs in 2019—The Dow Jones Industrial Average ended 2019 up 22.3%, its best year since 2017, while the S&P 500 saw its best year since 2013, gaining 28.9%. The Nasdaq Composite also had its best annual performance in six years after rallying 35.2% in the year.

• Strong consumer confidence—The University of Michigan’s preliminary U.S. consumer sentiment index (CSI) remained elevated in January as record stock prices and a strong job market buoy Americans. The CSI for January edged slightly down to 99.1 from a seven-month high of 99.3 in December. The relatively strong consumer sentiment signals consumers are positioned to help continue driving the record-long economic expansion even as business investment remains sluggish.

• Historically low unemployment rate—In December, U.S. employment rose by 145,000, and the unemploy-ment rate was little changed at 3.5%, reported the U.S. Bureau of Labor Statistics, signaling that the job market remains strong at the start of 2020 even if hiring and wage gains have slowed somewhat more than a decade into the economic expansion For the year, employers added an average of roughly 175,000 jobs per month, compared with about 223,250 per month in 2018.

• Moderate Inflation—In December the Consumer Price Index increased 0.2%, after climbing 0.3% in Novem-ber. The monthly increase in the CPI has been slowing since jumping 0.4% in October. In the 12 months through December, the CPI rose 2.3%. That was the largest increase since October 2018 and followed a 2.1% gain year-on-year in November. Yet inflation is still quite low by historical standards. Most of the price increases last year were concentrated in just a few areas and other measures suggest that U.S. inflation is rising less than 2% a year.

• Private Equity remains flush with cash—A recent report by Preqin indicates that PE firms are sitting on over $1.2 trillion of uninvested funds or “dry powder.” PE firms are turning over every stone in search of high-quality assets. The mismatch between available capital and the number of desirable targets has led multiples to climb ever higher.

Cautionary economic factors include:

• Decelerating U.S. GDP growth—Dogged by uneasiness over trade frictions and weak global growth, the U.S. economy slowed over the summer as U.S. GDP grew at a 1.9% annual rate for the third quarter according to data released by the Commerce Department. While consumer spending remained solid, business investment declined.

• U.S.-China Tariff War—The U.S. and China have been caught in a protracted trade war since early last year, and the next tariff deadline is December 15th. While the tariffs have had a significant impact on both econo-mies, the December 15th tariffs will impact consumer goods, which will impact consumers directly.

• Vulnerable NBER Business Cycle Data— The NBER Business Cycle Committee makes office recession calls. The Economic Trend Index (ETI) and Economic Momentum Index (EMI) are significant indicators that suggest whether the U.S. is headed for a recession. The ETI ticked down to a relatively weak 62% in October, while the EMI currently stands at 1.5%. Both indicators remain comfortably above their respective tipping points that mark recession (50% for ETI and 0% for EMI), but the downside bias of late suggests that the economy's outlook is cautious at best.

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3 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Market Highlights Health, Fitness and Wellness - Industry Trends & M&A Activity

Health, Fitness & Wellness Market Highlights

IFit Raises $200M to Accelerate Growth in the Connected Fitness Category

In December, iFit, the connected fitness streaming platform, announced the completion of a $200 million growth equity investment led by Pamplona Capital Management. iFit is owned by ICON Health & Fitness, which is also the parent company of fitness market leaders NordicTrack,

ProForm, and Freemotion. “This capital raise will allow iFit to further accelerate its rapidly growing interactive fitness platform in the connected home and club fitness industries. We will dramatically expand consumer awareness, broaden the most expansive library of interactive fitness content in the world, and continue to invest in innovation and technology that truly en-hances our customers' fitness experience,” said Scott Watterson, Founder, Chairman and CEO of

ICON. iFit has a current base of 330,000 paid memberships and added more than 77,000 new paid iFit subscribers in Q3 2019.

Franchise Group Acquires the Vitamin Shoppe for $208M

In December, Liberty Tax Inc., recently renamed the Franchise Group, completed the acquisition

of the Vitamin Shoppe, Inc. (NYSE: VSI) in an all cash transaction valued at approximately $208

million. The Vitamin Shoppe conducts business through more than 750 company-operated re-

tail stores nationwide under the Vitamin Shoppe and Super Supplements retail banners. The

Vitamin Shoppe is part of the Franchise Group’s strategy to enhance its portfolio of multi-unit

consumer businesses.

Google to Acquire Fitbit for $2.1B

In November, Fitbit, Inc. (NYSE: FIT) entered into a definitive agreement to be acquired by

Google (Alphabet, Inc., NYSE: GOOGL) for $7.35 per share in cash, valuing the company at a ful-

ly diluted value of approximately $2.1 billion. This comes on the heels of Google’s purchase

from Fossil a segment of its smartwatch technology and the hiring of the engineers that created

it in January. Google’s hardware chief Rick Osterloh believes the acquisition can help Google

advance its ambitions for Wear OS, its software for smartwatches. “With Google’s resources

and global platform, Fitbit will be able to accelerate innovation in the wearables category, scale

faster, and make health even more accessible to everyone,” said James Park, Fitbit’s co-founder

and CEO. According to some market analysts, the acquisition of Fitbit signals that health data is

going to be a big focus for large tech companies moving forward.

Simply Good Foods Acquires Quest Nutrition for $1.0B

In November, Simply Good Foods Company (Nasdaq: SMPL) acquired Quest Nutrition, LLC

(“Quest”) for $1.0 billion in cash. “The acquisition of Quest strengthens Simply Good Foods’

position within the nutritional snacking category by expanding our portfolio of brands and

product offerings while also providing us with greater consumer and channel diversification,”

said Joseph E. Scalzo, President and Chief Executive Officer of Simply Good Foods. In addition

Mr. Scalzo believes the companies will benefit from cross-selling and marketing synergies, as

well as enhanced go-to-market strategies that will drive meaningful net sales and earnings

growth.

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4 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Industry Trends & M&A Activity

Health, Fitness & Wellness—Sector Overview & M&A Activity

FITNESS & SPORTING PRODUCTS

Fitness Equipment

The Fitness Equipment industry consists of providers of weightlifting and cardiovascular machines, such as treadmills, ellipticals, step machines, weights, hydraulic equipment, exercise bikes, functional trainers and other exercise equipment. According to IBISWorld, the U.S. Fitness Equipment market was estimated at $2.0B in 2018, with a projected 2.0% CAGR over the 2018 - 2023 period.

The fastest growing segment of the U.S. Fitness Equipment industry is the connected and interactive fitness equipment segment, which according to Technavio research is expected to grow at a 31% CAGR over the 2017-

2023 period. Connected and interactive fitness equipment contain consoles that interface with popular fitness

apps, music and other entertainment options. Users can access workout results, TV programming, the internet and interactive courses, and Bluetooth connectivity makes it easy to synch workouts with other devices.

Notable recent private financings in this segment include iFit ($200M), Tonal Systems ($45M) and Mirror ($34M).

Sports and Fitness Apparel

The Sport and Fitness Apparel market is comprised of fitness and sports clothing and footwear. The juncture between fitness wear, sports apparel, and leisurewear is slowly concealing the difference between activewear,

casual wear, fitness clothing, and sportswear. Yoga pants, sweatpants, hoodies, and other activewear are now fashion staples in the U.S. for lots of activities other than going to the gym. According to Euromonitor Internation-al, U.S. activewear sales reached $80.1B in 2018 with the category projected to grow at a CAGR of 17.0% through 2023 to $94.1B.

The athleisure wear trend, in which clothing designed for athletic workouts is worn outside the gym, continues to drive growth in the Fitness Apparel industry. Millennials are seeking fashion over performance. As a result, sportswear is turning into a highly popular style statement and fashion trend. New product launches, acquisitions

and celebrity marketing partnerships have been the key growth strategies adopted by established players in the market to increase their market share and expand their customer base.

Market leaders include: Nike, Lululemon, Under Armour, Adidas, Puma and Columbia Sportswear, and Sketchers.

Notable recent private financings in this segment include Vuori ($45M), Summersalt ($17M) and Allbirds ($25M).

Sporting Goods

The Sporting Goods industry includes equipment for ball sports, adventure sports, fitness, racket sports, winter sports, and many other sports and activities. According to Dun & Bradstreet First Research, in 2019, the US retail sporting goods industry includes about 22,000 establishments (single-location companies and units of multi-location companies) with combined annual revenue of about $45 billion and is projected to grow at a 4.0% CAGR over the 2019-2025 period.

Growth in the U.S. Sporting Goods market is being driven by larger disposable incomes, a growing portion of the population living healthier lifestyles and stronger participation in sports and fitness activities. While the overall industry is seeing growth, sporting good retailers with brick-and-mortar locations continue to be squeezed by

increasing online sales, as evidenced by the Sports Authority and Sports Chalet bankruptcies. Opportunities exist for sporting goods companies with products designed for the everyday user, as opposed to die-hard enthusiasts,

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5 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Industry Trends & M&A Activity

and products designed to make sports activities safer.

Market Leaders include: Dick’s Sporting Goods, Foot Locker, Big 5 Sporting Goods, Hibbett Sports, and Sports-man’s Warehouse Holdings.

Notable recent private financings in this segment include Ventum Bikes ($2M) and Schutt Sports ($18M).

FITNESS & SPORTING PRODUCTS: SELECT M&A TRANSACTIONS (2019)

ORGANIC & NATURAL FOODS

Organic foods and beverages are food products containing no toxic synthetic pesticides, toxic synthetic herbi-

cides, or chemical NPK fertilizers. Organic animal products contain no antibiotics or growth hormones. Natural foods, while not regulated by the FDA or USDA, are foods that are minimally processed and do not contain any hormones, antibiotics or artificial flavors. According to the Organic Trade Association, the market for certified

organic food and beverage products in the U.S. reached $49.4B in 2018, a 6.4% increase over 2017. A recent industry report by Hexa Research projects that the U.S. Organic Food market will reach $70.0B by 2025.

Industry growth drivers include rising health concerns owing to the use of synthetic pesticides, herbicides and other chemicals, and the increasing availability of organic food options (currently available in 20,000 natural food

stores and conventional grocery stores across the U.S.).

The natural, organic and Better-for-You (“BFY”) segment has transformed the food industry over the past decade. Increased demand for BFY products has spurred an industry-wide change as companies strive to adapt to changing consumer preferences. Rather than developing products in-house, many established companies have

turned to acquisitions to expand their product offerings.

Market leaders (retailers) include: Whole Foods Market (Amazon), Sprouts Farmers Market, and Natural Grocers by Vitamin Cottage.

Market leaders (producers) include: Hain Celestial Group, General Mills, and WhiteWave Foods (Danone SA) and United Natural Foods, Inc.

Notable recent private financings in this segment include Impossible Foods ($300M), Alpha Foods ($24M)

and Perfect Day ($140M).

Deal Date Target Acquirer Enterprise Value ($M)

EV/LTM Rev.

EV/LTM EBITDA

12/16/19 N/A N/A N/A

07/23/19

N/A N/A N/A

06/27/19 $490.0 0.5x N/A

08/08/19 260.0 1.1x N/A

01/16/19 N/A N/A N/A

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6 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Industry Trends & M&A Activity

NATURAL & ORGANIC FOODS: SELECT M&A TRANSACTIONS (2019)

NUTRITIONAL SUPPLEMENTS & FUNCTIONAL BEVERAGES

Nutritional Supplements

Nutritional and dietary supplements include vitamins, minerals, herbals and botanicals, amino acids, enzymes, and other natural products. Dietary supplements come in a variety of forms: traditional tablets, capsules, and powders; they are used to help individuals achieve their health and wellness goals. According to market research

firm Reports and Data, the U.S. Nutritional and Dietary Supplement market was valued at $42.6B in 2018 and is expected to grow at a CAGR of 5.3% over the 2019 - 2026 period. The fastest growing segments in the nutritional supplements market are sports nutrition, probiotics and meal replacement.

Demand drivers in the Nutritional and Dietary Supplement market include increasingly hectic and stressful

lifestyles and the rise in lifestyle-related diseases such as diabetes and obesity among working professionals and the geriatric population. Rising awareness among consumers of the effectiveness of nutritional supplements for maintaining balanced nutrition, lowering stress levels and reducing health risks is expected to promote consump-

tion over the coming years. In addition, due to increasing healthcare cost, many people are turning towards dietary supplements to help them stay healthy. Market challenges include increased FDA regulation and the need for more transparency with consumers regarding ingredients and efficacy.

Market leaders include: Amway, The Nature’s Bounty Co., GNC Holdings, Herbalife Nutrition, The Vitamin Shoppe, and USANA Health Sciences.

Notable recent private financings in this segment include Ritual ($25M), Momentous ($5M) and Elysium Health ($40M).

Functional Beverages

Functional beverages include sports and performance drinks, energy drinks, ready-to-drink teas, enhanced fruit drinks, soy beverages and enhanced water. Functional beverages assist in enhancing various body functionalities such as the immune system, heart rate, digestive health, and weight management due to the presence of minerals,

vitamins, herbs, amino acids, antioxidants, and bacteria. According to Packaged Facts, the U.S. retail market for functional beverages reached $25.0B in 2018. Market Research Hub’s analysts project that this market will grow steadily at a CAGR of 6.5% during the 2017 - 2021 period.

Deal Date Target Acquirer Enterprise Value ($M)

EV/LTM Rev.

EV/LTM EBITDA

01/17/19 $1,000.0 N/A 14.3x

10/14/19

N/A N/A 14.3x

10/08/19 N/A N/A N/A

02/28/19 314.8 4.7x N/A

02/20/19 465.0 1.6x N/A

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7 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Industry Trends & M&A Activity

The trend towards healthy lifestyles and disease prevention, coupled with rising health care costs, are some of the major drivers of the global functional drinks market. Due to the maturity of the carbonated drink sector over the past couple of years, we have seen heavy investments by major food and beverage companies in the functional beverage market. Personalization and fragmentation are two of the biggest drivers of change in the functional

beverages market; that is, consumers want more customized solutions, shunning one-size-fits-all products. This has led to market fragmentation as new companies strive to meet emerging consumer needs.

Market leaders include: PepsiCo (SoBe, Propel, Kevita Naked, Gatorade), The Coca-Cola Company (Fuze, Powerade, Odwalla, Zico, Vitamin Water), Nestle (Boost, OptiFast), Bolthouse Farms, Monster Beverage, Keurig Dr. Pepper, and Red Bull.

Notable recent private financings in this segment include Fermented Sciences ($25M) and Califia Farms ($225M).

NUTRITIONAL SUPPLEMENTS & FUNCTIONAL BEVERAGES: SELECT M&A TRANSACTIONS (2019)

FITNESS & SPORTS TECHNOLOGY

Health, Fitness & Wellness Apps

Fitness apps are mobile applications that allow users to use their smartphones for tracking and monitoring fitness and sports activities. These apps track the fitness levels of users, measure their heart rates, and the calories lost while exercising and doing day-to-day activities. According to Technavio, the Global Fitness App market was estimated at $1.8B in 2017 and is forecasted to grow at a 29.0 % CAGR over the 2017 - 2021 period.

North America currently holds the highest market share and is expected to dominate the market over the forecast period.

Industry growth drivers include increasing use of mobile apps, easy availability of cost-effective apps, and the rising inclination towards maintaining physical health as healthcare costs continue to rise. According to a survey by Flurry from Oath, a global mobile analytics firm, of all fitness app users, 96.0% are using only one fitness app. Consumer stickiness creates a significant advantage and opportunity for the largest fitness app companies.

The fitness app market is highly competitive and consists of several large and small-scale players. Technological innovations by leading vendors will play a significant role in the growth of the market. The competition among vendors is based primarily based on price, portfolio, and user-friendly interface.

Market leaders include: Fitbit, MyFitnessPal, Azumio, ClassPass, and Wahoo Fitness.

Deal Date Target Acquirer Enterprise Value ($M)

EV/LTM Rev.

EV/LTM EBITDA

12/16/19 $208.0 0.2x 5.4x

11/25/19

N/A N/A N/A

09/10/19 N/A N/A N/A

06/17/19 510.0 N/A N/A

05/21/19 N/A N/A N/A

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8 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Industry Trends & M&A Activity

Recent notable private financings in this segment include ClassPass ($285M), Gympass ($300M) and Whoop ($55M).

Wearables

The Global Wearable Devices market is segmented on the lines of its product and application. Based on product segmentation it covers wrist wear, foot wear, eye wear, ear wear, body wear, neck wear and others. Under

application segmentation it contains fitness and sports, infotainment, healthcare, defense, enterprise and indus-trial. According to CCS Insight, the Global Wearable Device Market will double by 2022, reaching $27.0B with 233 million unit sales. According to IDC, the fastest growing segments include bio-sensing apparel and smart earwear, with expected growth rates over the 2018 - 2022 period of 37.5% and 56.3%, respectively.

The Global Smart Wearable Device market is currently in a transition period where vendors are slowly moving

beyond first-generation devices and experiences, bringing together an ecosystem of partners and applications for improved user experiences that reach beyond step counting. The wearables of tomorrow will play a more

prominent role in communication, digital health care, home IoT, and enterprise productivity. The market is

shifting from basic wearables (devices that do not run third-party applications) to smartwatches. Growth in the Global Wearable Device Market will largely be powered by smartwatches, with basic wearables such as fitness trackers declining over the next four years.

Market leaders include: Apple, Fitbit, Xiaomi, Huawei and Garmin.

Recent notable private financings in this segment include Jawbone Health Hub ($65M), GOQii ($125M) and

Qardio ($22M).

FITNESS & SPORTS TECHNOLOGY: SELECT M&A TRANSACTIONS (2019)

FITNESS & WELLNESS FACILITIES

The Fitness and Wellness Facility market consists of operators of fitness and recreational sports facilities that

feature exercise and other active physical fitness conditioning or recreational sports activities, such as swimming, skating or racquet sports. These operators are involved in facilities management and fitness instruction. Accord-ing to IBISWorld, over the past five years, the U.S. Gym, Health & Fitness Clubs industry has grown by 2.6% to

reach sales of $33.0B in 2018.

The two trends driving growth in the Fitness and Wellness Facility market are the rise of boutique fitness studio

Deal Date Target Acquirer Enterprise Value ($M)

EV/LTM Rev.

EV/LTM EBITDA

11/01/19 $2,100 1.1x N/A

10/01/19

47.4 N/A N/A

09/09/19 3.3 N/A N/A

02/20/19 40.0 N/A N/A

01/30/19 4.2 N/A N/A

Smartwatch IP

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M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Industry Trends & M&A Activity

concepts and the proliferation of high-value, low-price (HVLP) gyms. Boutique fitness studios are smaller gyms that focus on group exercise and specialize in one or two fitness modalities such as high intensity interval training (HIIT), yoga, pilates, boxing, and cycling. Orangetheory, Pure Barre, CorePower Yoga, SoulCycle and 9Round are currently among the most popular boutique studios. HVLP gyms are larger clubs offering robust amenities that

look and feel like the full-service offerings of legacy fitness brands at 33% to 50% the price. The leaders in the HVLP space are Planet Fitness, and Crunch.

Market leaders include: Anytime Fitness, Snap Fitness, Planet Fitness, LA Fitness, Orangetheory, 9Round, EXOS and 24 Hour Fitness.

Recent notable private financings in this segment include PF Growth Partners (owner of 28 Planet Fitness franchises) ($303M), 305 Fitness ($7M) and Stretch*d ($2M).

FITNESS & WELLNESS FACILITIES: SELECT M&A TRANSACTIONS (2019)

Deal Date Target Acquirer Enterprise Value ($M)

EV/LTM Rev.

EV/LTM EBITDA

03/29/19 N/A N/A N/A

10/23/19

N/A N/A N/A

09/12/19 N/A N/A N/A

07/07/19 N/A N/A N/A

01/10/19 N/A N/A N/A Impact Fitness

Franchisee of 29 Clubs

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10 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Public Company Data Health, Fitness and Wellness - Industry Trends & M&A Activity

LTM Results

LTM Valuation Multiples

Company Name Share Price

% of 52 Wk High

Enterprise Value (EV) Revenue

Gross Profit %

EBITDA Margin %

EV/ Revenue

EV/ EBITDA

$32.50 98.6% $2,835.8 $1,656.4 52% 13.1% 1.7x 13.1x

59.98 96.4% 5,727.0 5,190.2 27% 6.9% 1.1x 16.1x

21.20 97.6% 2,628.2 1,569.8 45% 9.6% 1.7x 17.5x

13.56 89.8% 426.6 225.7 35% 8.2% 1.9x 23.1x

100.19 91.3% 6,953.9 3,005.2 50% 17.1% 2.3x 13.6x

9.83 75.6% 141.6 184.5 24% 8.1% 0.8x 9.5x

7.99 65.7% 153.6 53.1 87% NM 2.9x NM

231.67 98.4% 30,294.6 3,749.3 56% 25.7% 8.1x 31.5x

1.75 14.8% 69.9 320.5 38% NM 0.2x NM

101.31 99.5% 161,570.2 39,829.0 45% 14.7% 4.1x 27.6x

43.19 97.1% 7,278.9 4,992.8 48% 11.9% 1.5x 12.2x

21.60 77.9% 10,039.7 5,215.9 46% 6.5% 1.9x 29.7x

Mean 46.1% 12.2% 2.3x 19.4x

Median 45.7% 10.7% 1.8x 16.8x

41.5% 10.2% 1.1x 17.2x Harmonic Mean

PUBLICLY TRADED COMPARABLES - FITNESS & SPORTING GOODS & APPAREL

Share prices as 12/31/2019 Source: PitchBook

Page 11: $120.00B Winter 2020 2,178 $118.57B $109.19B $108.73B 2,000

11 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Public Company Data Health, Fitness and Wellness - Industry Trends & M&A Activity

LTM Results

LTM Valuation Multiples

Company Name Share Price

% of 52 Wk High

Enterprise Value (EV) Revenue

Gross Profit %

EBITDA Margin %

EV/ Revenue

EV/ EBITDA

$2.29 56.3% $25.5 $31.9 41% 5.4% 0.8x 15.0x

2.70 77.1% 1,639.6 2,145.7 34% 10.3% 0.8x 7.4x

47.67 77.2% 8,308.8 4,843.4 80% 15.0% 1.7x 11.5x

15.61 91.4% 209.4 226.6 83% 5.9% 0.9x 15.7x

5.38 27.1% (35.5) 101.4 76% 3.7% NM NM

8.93 83.2% 149.7 367.9 74% 5.2% 0.4x 7.8x

40.98 58.7% 2,396.5 2,520.3 76% 11.7% 1.0x 8.2x

51.66 89.8% 10,133.3 4,709.8 37% 19.6% 2.2x 11.0x

78.55 65.8% 1,537.0 1,088.6 83% 15.7% 1.4x 9.0x

8.76 56.0% 4,657.3 24,538.5 13% NM 0.2x NM

Mean 59.8% 10.3% 1.0x 10.7x

Median 75.0% 10.3% 0.9x 10.0x

Harmonic Mean 42.5% 7.6% 0.6x 9.9x

PUBLICLY TRADED COMPARABLES - FITNESS NUTRITION & SUPPLEMENTS

Share prices as 12/31/2019 Source: PitchBook

Page 12: $120.00B Winter 2020 2,178 $118.57B $109.19B $108.73B 2,000

12 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Public Company Data Health, Fitness and Wellness - Industry Trends & M&A Activity

LTM Results

LTM Valuation Multiples

Company Name Share Price

% of 52 Wk High

Enterprise Value (EV) Revenue

Gross Profit %

EBITDA Margin %

EV/ Revenue

EV/ EBITDA

$25.96 98.0% $3,087.3 $2,223.7 20% 3.1% 1.4x 45.5x

91.28 84.6% 1,085.3 889.8 19% 9.2% 1.2x 13.3x

1.99 41.9% 30.9 93.5 24% NM 0.3x NM

9.87 60.2% 273.8 903.6 26% 5.1% 0.3x 6.0x

1.82 23.4% 156.8 208.5 59% NM 0.8x NM

109.10 95.9% 13,755.6 5,681.1 32% 15.2% 2.4x 16.0x

53.56 95.0% 46,522.6 16,783.3 35% 21.2% 2.8x 13.0x

19.35 76.4% 3,925.6 5,539.2 33% 6.9% 0.7x 10.3x

Mean 31.0% 10.1% 1.2x 17.3x

Median 29.0% 8.0% 1.0x 13.2x

Harmonic Mean 27.5% 6.7% 0.7x 12.0x

PUBLICLY TRADED COMPARABLES - ORGANIC & NATURAL FOODS

Share prices as 12/31/2019 Source: PitchBook

Page 13: $120.00B Winter 2020 2,178 $118.57B $109.19B $108.73B 2,000

13 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Public Company Data Health, Fitness and Wellness - Industry Trends & M&A Activity

LTM Results

LTM Valuation Multiples

Company Name Share Price

% of 52 Wk High

Enterprise Value (EV) Revenue

Gross Profit %

EBITDA Margin %

EV/ Revenue

EV/ EBITDA

$3.00 62.8% $414.0 $999.5 31% 2.7% 0.4x 15.2x

14.74 91.4% 3,919.3 4,909.5 27% 2.0% 0.8x 40.9x

49.49 99.4% 7,909.0 8,634.2 29% 8.4% 0.9x 10.9x

38.99 57.3% 6,682.0 8,056.0 32% 10.9% 0.8x 7.6x

47.92 90.1% 1,538.1 2,195.0 48% 6.6% 0.7x 10.6x

28.04 90.5% 658.8 1,177.2 32% 5.8% 0.6x 9.7x

8.03 91.0% 760.1 870.9 33% 6.4% 0.9x 13.6x

99.66 99.4% 42,902.6 12,817.9 52% 15.4% 3.3x 21.8x

Mean 35.6% 7.3% 1.1x 16.3x

Median 32.1% 6.5% 0.8x 12.2x

Harmonic Mean 33.9% 4.9% 0.8x 12.7x

PUBLICLY TRADED COMPARABLES - FITNESS & SPORTING GOODS & APPAREL RETAILERS

Share prices as 12/31/2019 Source: PitchBook

Page 14: $120.00B Winter 2020 2,178 $118.57B $109.19B $108.73B 2,000

14 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Public Company Data Health, Fitness and Wellness - Industry Trends & M&A Activity

LTM Results

LTM Valuation Multiples

Company Name Share Price

% of 52 Wk High

Enterprise Value (EV) Revenue

Gross Profit %

EBITDA Margin %

EV/ Revenue

EV/ EBITDA

$293.65 99.9% $1,312,254.8 $260,174.0 38% 29.6% 5.0x 17.1x

6.57 90.5% 1,332.5 1,503.8 35% NM 0.9x NM

97.56 98.3% 17,312.4 3,587.4 60% 27.3% 4.8x 17.7x

1,337.02 98.0% 815,517.3 155,058.0 56% 30.8% 5.3x 17.1x

59.85 99.0% 277,229.5 70,413.0 59% 45.4% 3.9x 8.7x

68.09 69.4% 1,790.2 197.2 75% NM 9.1x NM

12.02 61.1% 507.5 716.3 26% 10.6% 0.7x 6.7x

4.34 56.8% 814.7 1,043.7 34% NM 0.8x NM

28.40 76.7% 6,974.5 1,031.0 42% NM 6.8x NM

Mean 47.7% 28.7% 3.8x 13.4x

Median 46.7% 29.6% 4.4x 17.1x

Harmonic Mean 42.5% 22.8% 1.7x 11.4x

PUBLICLY TRADED COMPARABLES - FITNESS TECHNOLOGY & WEARABLES

Share prices as 12/31/2019 Source: PitchBook

Page 15: $120.00B Winter 2020 2,178 $118.57B $109.19B $108.73B 2,000

15 Numa Wayne Capital Advisors LLC | Mergers & Acquisitions | Capital Markets | Strategic Advisory

M&A and Capital Markets Insights Winter 2020

Health, Fitness and Wellness - Public Company Data Health, Fitness and Wellness - Industry Trends & M&A Activity

LTM Results

LTM Valuation Multiples

Company Name Share Price

% of 52 Wk High

Enterprise Value (EV) Revenue

Gross Profit %

EBITDA Margin %

EV/ Revenue

EV/ EBITDA

$109.58 68.7% $1,188.3 $688.9 75% 14.0% 1.7x 12.3x

74.68 91.2% 7,819.1 671.7 51% 38.0% 11.6x 30.6x

1.71 25.7% 837.5 464.3 15% 8.1% 1.8x 22.4x

38.21 85.9% 4,136.5 1,411.1 56% 24.4% 2.9x 12.0x

Mean 49.5% 21.1% 4.5x 19.3x

Median 53.9% 19.2% 2.4x 17.4x

Harmonic Mean 34.4% 15.2% 2.6x 16.5x

PUBLICLY TRADED COMPARABLES - FITNESS & WELLNESS FACILITIES & PROGRAMS

Share prices as 12/31/2019 Source: PitchBook