HelloFresh planning IPO

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1 Press Release NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE. HelloFresh planning IPO HelloFresh aims for a listing on the regulated market (Prime Standard) of the Frankfurt Stock Exchange HelloFresh is the leading global online provider of personalized fresh food at home with operations in seven countries including the United States IPO proceeds to provide flexibility to invest in significant growth opportunity In the nine months ended September 30, 2015, HelloFresh s revenue grew by 384% compared to the prior-year period Compared to the third quarter of, active subscribers grew by 357% to 530 thousand in the third quarter of 2015 Berlin, 28 October 2015 HelloFresh, the largest fresh food-at-home business globally in terms of meals delivered, is preparing an initial public offering ( IPO or the Offer ) and listing of its shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange, subject to market conditions. HelloFresh (or the Company ) is, by its own estimate, the leading global online provider of personalized fresh food at home in terms of meals delivered. The Company provides its subscribers with fresh, locally sourced and pre-portioned ingredients that enable them to prepare home-cooked meals each week using individually designed recipes. HelloFresh s offering enables subscribers to easily prepare well-balanced meals at home, removing the hassle of having to plan meals, shop for and find the required ingredients. HelloFresh delivers food boxes to its subscribers doors at times convenient to them on the basis of a weekly soft subscription model. HelloFresh s offering has helped create a completely new category within the global food and grocery market, which represents the largest area of household spending (Source: Technomic, 2015). HelloFresh was founded in 2011 and today operates in seven countries across three continents: Australia, Austria, Belgium, Germany, the Netherlands, the United Kingdom, and the United States. It is the leading player in its industry with a global scale. Since its foundation, HelloFresh has been on a strong growth trajectory. Revenues in grew by 392% vs 2013, and in the nine months ended September 30, 2015 revenues grew by 384% vs the same period in. HelloFresh served 13.2 million

2 meals to more than 530 thousand active subscribers in the three months ended September 30, In only four years, we have managed to disrupt the traditional food supply chain and build a global company based on a compelling, scalable business model said Dominik Richter, co-founder and CEO of HelloFresh. We believe in HelloFresh s subscriber proposition and the enormous growth opportunity the market offers. Listing our shares on the stock market will provide us with the financial flexibility to actively invest in our growth strategy. Overview of the Offer The planned Offer is expected to consist of newly issued ordinary bearer shares with no-par value from a capital increase ( Primary Offer ) and, with respect to a possible over-allotment, existing ordinary bearer shares with no-par value from holdings of one or more of HelloFresh s current shareholders. HelloFresh s current shareholders, following an internal re-organisation, include Rocket Internet 56.4%, Insight Venture Partners 19.5%, Phenomen Ventures 9.4%, Vorwerk Direct Selling Ventures 4.6%, Baillie Gifford 2.9% and other shareholders 0.6%. Management of HelloFresh and current and former local managers hold an indirect stake of 6.6%. The Offering, if pursued, will consist of an initial public offering in the Federal Republic of Germany and the Grand Duchy of Luxembourg, and private placements in certain jurisdictions outside these countries. Goldman Sachs International and Morgan Stanley are acting as Joint Global Coordinators and, together with JP Morgan and UBS as Joint Bookrunners. HelloFresh Business Highlights Significant and underserved market opportunity in largest area of consumer spending HelloFresh is active in the food and grocery market, which is the largest area of household spending. The global consumer food market is estimated to have a size of approximately EUR 5.8 trillion in 2015, with the markets in Australia, Austria, Belgium, Canada, Germany, Luxembourg, the Netherlands, Switzerland, the United Kingdom and the United States (the HelloFresh Core Regions ) accounting for EUR 2.1 trillion (Source: Technomic, 2015). The average household globally spends about 64% of their annual food expenditures on food intended for preparation and consumption at home (Source: Technomic, 2015). The food market is still largely a very traditional market, with online transactions currently accounting for only 3.4% of total food expenditures in HelloFresh s Core Regions (Source: Technomic, 2015). The internet is, however, already a channel for home-cooks and professional cooks to find inspiration. Over the next five years, the fresh food-at-home market is expected to grow more than ninefold in the Core Regions, from EUR 0.8 billion in 2015 to EUR 7.1 billion in 2020 (Source: Technomic, 2015). In HelloFresh s Core Regions, the household 2

3 exposure is expected to increase from an average of 1.3% in 2015 to 12.6% in 2020 (based on around 221 million total households according to Technomic, 2015). The Benelux (Belgium, Netherlands, Luxembourg) region is expected to contribute strongly to this growth, as the household exposure is expected to increase from 3.5% in 2015 to 26.3% in 2020 (Source: Technomic, 2015). Furthermore, in the United States and Canada, the household exposure is expected to grow from 1.5% in 2015 to 16.2% in 2020 (Source: Technomic, 2015). HelloFresh believes that it is ideally positioned to benefit from this expected growth. Global leader on a strong growth trajectory The fresh food-at-home market in HelloFresh s Core Regions is estimated to be EUR 782 million, 1.6 times the addressable market of the next largest provider (Source: Technomic, 2015). The number of active subscribers 1 increased by 357% from 116 thousand active subscribers as of September 30, to 530 thousand active subscribers as of September 30, This exceptional growth in active subscribers has translated into a significant increase in revenue, from EUR 18.8 million in the third quarter of to EUR 85.5 million in the third quarter of 2015, representing year on year growth of 356%. Proprietary technology platform powered by big-data and analytics engines HelloFresh s weekly business cycle enables it to collect a significant amount of data. This data is created, stored, organized and used by HelloFresh s proprietary and highly scalable technology platform which enables HelloFresh to efficiently run its day-to-day operations and to move towards a hyper-personalized offering in the future. In particular, this platform allows HelloFresh to offer the right recipes for its subscribers based on past preferences, power the procurement operation, and position HelloFresh to source high quality ingredients at attractive prices. Disruptive supply chain on a global scale HelloFresh has built a unique global and localized platform with a highly efficient supply chain set-up, which is driven by its proprietary technology platform. HelloFresh s efficient supply chain positions it to deliver food faster and fresher to consumers, than food sourced through the traditional supply chain, as food in the HelloFresh supply chain goes through fewer parties and spends less time in storage and on display than food sold at supermarkets. 1 Number of uniquely identified customers who at any given time have received at least one box (including first-time customers, customers who received a free or discounted box and customers who ordered during the relevant period but cancelled their subscription before period end) within the preceding 13 weeks 3

4 HelloFresh has spent significant time and effort on building a strong network of approved local suppliers in each of the regions in which it operates and will continue to focus on further expanding and improving its supplier base. HelloFresh constantly monitors the quality of its produce to be able to fulfill the promise of high-quality, fresh and healthy ingredients to its subscribers. The soft subscription model combined with just-in-time delivery provides the advantage of knowing the required ingredient quantities at the time an order is placed, allowing HelloFresh to minimize inventory and wastage. Packaging of each food box is performed with high efficiency, which enables HelloFresh to focus on quality control in every step to ensure subscribers receive only fresh ingredients. HelloFresh have established a delivery model, which involves third-party national couriers, specialist local service providers and HelloFresh s own delivery trucks in certain metropolitan areas. Powerful global consumer lifestyle brand HelloFresh believes that its brand is one of its most important success factors. A brand awareness survey carried out in 2015 by a research institute commissioned by HelloFresh showed that the HelloFresh brand was among the most well-known fresh food brands in its current markets. The HelloFresh brand stands for high quality, fresh and healthy meals and a strong focus on the culinary experience of its subscribers. Attractive subscription model and unit economics HelloFresh has a unique and highly attractive business model that it believes positions it to become profitable and generate significant cash flows from operations once it has scaled its operations. The soft subscription concept provides HelloFresh with recurring revenues. HelloFresh has a low volatility in its cohort retention rates facilitating the projection of payback rates and return on marketing investment. The strong brand coupled with a technology-empowered marketing approach position HelloFresh to achieve an attractive payback over customer acquisition costs. As a result, HelloFresh historically had an attractive return on its marketing and brand investments. The average customer lifetime value after two quarters has historically exceeded the customer acquisition cost, with the average customer lifetime value after 10 quarters exceeding the customer acquisition cost by approximately 2.8x or ca. 180%. HelloFresh has already improved its margins and sees additional operational leverage to increase its margins as it grows further. Comparing the financial profile of HelloFresh s most mature market, the Netherlands, with the financial profile of the entire Group, HelloFresh sees significant potential to reduce its direct costs, marketing and selling, general and administrative expenses as a percentage of revenues, resulting in significant upside potential of its operating margin. In the Netherlands, HelloFresh achieved a positive adjusted EBITDA for the first time in. 4

5 Cash on balance sheet remains strong with EUR 81 million as of end of September This amount does not take into account an additional primary financing round of EUR 75 million subscribed to by Baillie Gifford and closed in October Summary financial information, recent performance, strategy and outlook HelloFresh performed strongly in the nine months ended September 30, The number of active subscribers increased from 116 thousand as of September 30, to 530 thousand as of September 30, This strong increase in the number of active subscribers led to a 384% increase in revenue from EUR 40.9 million in the nine months ended September 30, to EUR million in the nine months ended September 30, This increase in revenue was largely driven by strong growth in the United States, where HelloFresh invested strongly in marketing, product innovation, improved packaging and the ramp-up of two new fulfilment centers, and the impact of the stronger U.S. dollar. These factors resulted in a decline of the adjusted EBITDA margin from negative 15.0% in the nine months ended September 30, to negative 26.2% in the nine months ended September 30, The Continental Europe segment, however, traded broadly in line with 9M numbers, reflecting the fact that merely aggressive growth investments targeted at the US market have led to the temporary compression of the overall margin profile. Going forward, HelloFresh intends to continue its strong historical growth path. The Company expects the overall market to grow at or above the forecasts provided by Technomic. HelloFresh expects its share within this market to increase given the scale benefits the Company sees in its sector. HelloFresh intends to increase penetration and geographic reach to increase the number of active subscribers. HelloFresh also plans to improve flexibility and service levels by expanding the range of meals per week, the range of household target sizes, reducing order lead time and providing more delivery windows. HelloFresh also intends to offer options for meal personalization, and to expand its own last mile delivery service. In terms of brand awareness, HelloFresh aims to launch new initiatives to position itself as a lifestyle brand and increase subscriber loyalty. For the fourth quarter of 2015, HelloFresh expects revenues to increase by around 15-20% compared to the prior quarter. In the next two years, HelloFresh expects strong absolute growth that decelerates on a percentage basis. HelloFresh s strategic focus is to take advantage of market opportunities and invest in growth. During the nine months ended September 30, 2015, HelloFresh s profitability was impacted by investments, especially from mid-2015 onwards, in capacity ramp-up measures and supply chain optimization, primarily in its US business. This effect is currently expected to reverse in the near to medium term due to expected further improvements in HelloFresh s cost base and increasing utilization in newly opened fulfilment centers. HelloFresh sees the potential to enhance profitability in particular by: 5

6 focusing on reducing direct costs (cost of goods sold and fulfilment costs) as a proportion of revenue as HelloFresh increases scale and gains more efficiencies with its suppliers and insources, as well as controls more of its logistics; and by reducing general and administrative expenses, excluding share based payment expense, as a proportion of revenues reflecting the benefits of increasing scale. While HelloFresh currently intends to incur substantial marketing expenses in the future, HelloFresh is aiming to significantly decrease marketing expenses as proportion of revenues in the medium term. From a cash flow perspective, HelloFresh currently intends to temporarily increase its capital expenditures by investments into the build out of new fulfilment centers and continued automation of its production processes. In aggregate and excluding any potential acquisitions, HelloFresh currently expects to invest approximately EUR 50 million to EUR 60 million over the next three years. In the medium term, HelloFresh targets capital expenditures (excluding any potential acquisitions) as a proportion of revenue in the low single digit range. HelloFresh currently expects continued strong cash flow benefits from its negative working capital position. HelloFresh expects share based compensation expenses to increase to a mid to high single digit euro million amount for the years 2015 and For 2017, HelloFresh expects significant additional one-time costs in share based compensation expenses due to the expiry of management vesting lockup post the initial public offering. In the longer term, share based compensation expenses are expected to be broadly in line with the levels prior to the 2017 levels. 6

7 Annex: Financial Information and Key Performance Indicators The following tables provides an overview of HelloFresh s financials and key performance indicators for 2012, 2013 and and the nine months ended September 30, and September 30, Selected Consolidated Statement of Comprehensive Income Data For the year ended December 31, For the nine months ended September 30, (in EUR million) (in EUR million) Revenue Cost of goods sold... (2.1) (6.8) (31.1) (18.5) (94.8) Gross profit Fulfilment expenses... (1.2) (5.5) (23.1) (13.2) (73.8) Marketing expenses... (1.8) (4.5) (22.4) (13.1) (71.8) General and administrative expenses... (4.3) (3.8) (7.5) (4.3) (13.4) Other operating income Other operating expenses... (0.6) (0.4) (1.7) (0.8) (2.8) Operating loss... (7.6) (6.5) (15.8) (8.7) (57.7) Finance income Finance expense... (0) (0) (0) (0) (0.5) Loss before income tax benefit (expense)... (7.6) (6.5) (15.8) (8.7) (58.2) Income tax benefit (expense)... (0) (0.1) Loss for the year/period... (7.6) (6.5) (15.4) (8.5) (58.3) Loss for the year/period attributable to: Owners of the company... (7.6) (6.3) (14.6) (8.1) (55.3) Non-controlling interests... (0.1) (0.2) (0.8) (0.4) (3.0) Selected Consolidated Statement of Financial Position Data As of December 31, As of September 30, (in EUR million) Assets Total non-current assets Thereof property, plant and equipment Thereof intangible assets Total current assets Thereof inventories Thereof trade receivables

8 As of December 31, As of September 30, (in EUR million) Thereof cash and cash equivalents Total assets Equity attributable to the Company s shareholders Thereof share capital Thereof capital reserves Thereof accumulated losses... (7.8) (14.1) (28.6) (84.0) Non-controlling interests... (0) (0.2) (1.0) (4.0) Total equity Total non-current liabilities Total current liabilities Thereof trade and other payables Total equity and liabilities Selected Consolidated Statement of Cash Flows Data For the year ended December 31, For the nine months ended September 30, (in EUR million) (in EUR million) Net cash used in operating activities... (5.2) (4.8) (8.4) (2.5) (36.0) Net cash used in investing activities... (0.3) (0) (0.7) (0.2) (10.5) Net cash from financing activities Cash and cash equivalents at the end of the year/period Amount does not include EUR 75 million in funding received from funds represented by Baillie Gifford & Co. and Baillie Gifford Overseas Limited in October

9 Other Consolidated Financial Information For the year ended December 31, For the nine months ended September 30, (in EUR million, (in EUR million, unless otherwise indicated) unless otherwise indicated) EBITDA... (7.6) (6.3) (15.6) (8.6) (57.3) EBITDA margin in %... (326.6) (44.6) (22.4) (20.9) (29.0) Adjusted EBITDA 1)... (5.5) (5.5) (12.2) (6.1) (51.9) Adjusted EBITDA margin in %... (238.4) (38.6) (17.6) (15.0) (26.2) Adjusted EBITDA before marketing expenses... (3.8) (1.1) Adjusted EBITDA before marketing expenses margin in %... (162.7) (7.9) ) Adjustments relate to share based compensation expenses and other special items. Segment Information For the year ended December 31, For the nine months ended September 30, (in EUR million, unless otherwise indicated) (in EUR million, unless otherwise indicated) Continental Europe External revenue PC2 1)... (0.3) PC2 margin in %... (18.0) EBITDA... (5.2) (3.1) (5.8) (4.2) (13.6) EBITDA margin in %... (340.5) (40.0) (15.0) (17.9) (16.6) Special items and holding fees Adjusted EBITDA... (3.2) (2.5) (3.1) (2.1) (9.5) Adjusted EBITDA margin in % (207.0) (32.2) (8.0) (9.1) (11.6) 1) PC2 stands for Profit Contribution 2 and is defined as revenue less cost of goods sold net of share based compensation and fulfilment expenses net of share based compensation. Rest of the World External revenue PC2 1)... (0.7) PC2 margin in %... (85.2) EBITDA... (2.4) (3.3) (10.2) (4.8) (44.3) EBITDA margin in %... (302.9) (51.2) (33.3) (27.2) (38.2) Special items and holding fees Adjusted EBITDA... (2.4) (3.0) (9.4) (4.3) (41.3) 9

10 Adjusted EBITDA margin in % (302.3) (46.3) (30.4) (24.4) (35.6) 1) PC2 stands for Profit Contribution 2 and is defined as revenue less cost of goods sold net of share based compensation and fulfilment expenses net of share based compensation Additional Key Performance Indicators For the year ended December 31, For the nine months ended September 30, Group Active subscribers (in thousand) Meals delivered (in million) Continental Europe Active subscribers (in thousand) Meals delivered (in million)... n/a Rest of the World Active subscribers (in thousand) Meals delivered (in million)... n/a March 31, Jun 30, For the three months ended Sep 30, Dec 31, March 31, 2015 Jun 30, 2015 Sep 30, 2015 Group Revenue Active subscribers (in thousand) Meals delivered (in million) Average revenue per meal Continental Europe External revenue Active subscribers (in thousand) Meals delivered (in million) Average revenue per meal Rest of the World External revenue Active subscribers (in thousand) Meals delivered (in million)

11 March 31, Jun 30, For the three months ended Sep 30, Dec 31, March 31, 2015 Jun 30, 2015 Sep 30, 2015 Average revenue per meal

12 Media Contact: Eva Switala Global Head of PR, HelloFresh Global Saarbrücker Str. 37a Berlin +49 (0) (0) About HelloFresh HelloFresh currently operates in the UK, Germany, Austria, the Netherlands, Belgium, Australia and the USA. HelloFresh delivered 13.2 million meals in the three months ended September 30, 2015, and has more than 530 thousand active subscribers globally (as of September 30, 2015; active subscribers refers to the number of unique customer IDs who received at least one box within the preceding 13 weeks prior to period end (including first-time customers, customers who received a free or discounted box and customers who ordered during the relevant period but cancelled their subscription before period end. For the three months ended September 30, 2015, 7.1% of active subscribers had only received a free box.) HelloFresh was founded in November 2011 and is based in Berlin. Further corporate offices are in New York, London, Amsterdam and Sydney. Current investors include Baillie Gifford, Insight Venture Partners, Phenomen Ventures, Rocket Internet, and Vorwerk Direct Selling Ventures. Disclaimer This document contains certain forward-looking statements relating to the business, financial performance and results of HelloFresh GmbH and its subsidiaries (collectively, "HelloFresh") and/or the industry in which HelloFresh operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes," "expects," "predicts," "intends," "projects," "plans," "estimates," "aims," "foresees," "anticipates," "targets," and similar expressions. The forward-looking statements contained in this document, including assumptions, opinions and views of HelloFresh or cited from third party sources, are solely opinions and forecasts which are uncertain and subject to risks. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in general economic conditions, in particular economic conditions in the markets in which HelloFresh operates, changes affecting interest rate levels, changes in competition levels, changes in laws and regulations, environmental damages and the potential impact of legal proceedings and actions. HelloFresh does not guarantee that the assumptions underlying the forward-looking statements in this document are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this document or any obligation to update the statements in this document to reflect subsequent events. The forward-looking statements in this document are made only as of the date hereof. Neither this document nor any further discussions with any of the recipients thereof shall, under any circumstance, create any implication that there has been no change in the affairs of HelloFresh since such date. Consequently, HelloFresh does not undertake any obligation to review, update or confirm recipients' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of the document. These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the Securities ) of HelloFresh GmbH (to be converted into HelloFresh AG) (the Company ) in the United States, Germany or any other jurisdiction. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the Securities Act ). The Securities of the Company have not been, and will not be, registered under the Securities Act. Any sale in the United States of the 12

13 securities mentioned in this communication will be made solely to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act. This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and will be available free of charge from HelloFresh AG, Saarbrücker Strasse 37A, Berlin, Germany, or on the Company s website. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order ) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as Relevant Persons ). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. The Joint Bookrunners are acting for the Company and no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients, or for giving advice in connection with the Offer or any matter referred to herein. 13