Blog of Intellectual Capital

SALE OF TrueFacet, Inc. 

Gerbsman Partners – http://gerbsmanpartners.com – has been retained by TrueFacet, Inc. (“TrueFacet”, or the “Company”) (https://www.truefacet.com), to solicit interest for the acquisition in whole or in part of all or substantially all of TrueFacet assets, including its intellectual property (“IP”) and its experienced team that has deep domain knowledge and technology expertise (collectively, the “TrueFacet Assets”).

Headquartered in New York City, TrueFacet is the trusted certified pre-owned marketplace for jewelry and watches, where people can shop & sell with confidence knowing every piece is price optimized and guaranteed to be authentic. TrueFacet has over 80K SKUs of top branded supply by Rolex, Cartier, Tiffany, and more available for purchase on its site. The company is also the first to partner with the major jewelry and watch brands including Longines (Swatch Group), Zenith, and over 30 others.

The TrueFacet team has deep relationships with major jewelry and watch brands, and the expertise required to source supply globally in an industry where supply is tough to get.  Access to this supply, combined with the systems and technology platform the team has built since its founding in 2014, constitute the foundation from which rapid growth in this emerging category is possible.

TrueFacet derives revenue from selling jewelry/watches to buyers and allowing consumers to trade-in via TrueFacet’s trade-in program. TrueFacet earns a take rate (commission) when an item sells. In the trade-in program, TrueFacet earns a commission on the items being traded in as well as the one being sold.

Sales for 2018 were approximately $32M and in 2017 were $40M. Net revenue in 2018 was approximately $4M and in 2017 was $4.6M.

TrueFacet has ~$500M of watches and jewelry available for purchase on its site with almost no capital investment in inventory. TrueFacet invests its capital in technology and marketing.

TrueFacet has raised approximately $25 million from leading institutional investors including Maveron, Freestyle Capital, Khosla, Social Leverage, Joe Montana’s Fund, Blue Scorpion, Leon Capital Group, and others. TrueFacet also has approximately $2M in venture debt from WTI.

IMPORTANT LEGAL NOTICE:

The information in this memorandum does not constitute the whole or any part of an offer or a contract, nor does it purport to contain all information that may be required or relevant to a recipient’s evaluation of any transaction and recipients will be responsible for conducting their own investigations and analysis.

The information contained in this memorandum relating to the TrueFacet Assets has been supplied by TrueFacet. It has not been independently investigated or verified by Gerbsman Partners, its agents or any other party.

Potential purchasers should not rely on any information contained in this memorandum or provided by TrueFacet or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

TrueFacet and Gerbsman Partners, and their respective officers, directors, staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, completeness and reasonableness of any information provided in connection herewith and (ii) do not accept liability for the information provided in connection herewith, including information contained in this memorandum, whether that liability arises by reasons of TrueFacet’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the TrueFacet Assets will be made on an “as-is, where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of TrueFacet and Gerbsman Partners. Without limiting the generality of the foregoing, TrueFacet and Gerbsman Partners and their respective officers, directors, staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the TrueFacet Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

Except as otherwise noted, this memorandum speaks as of the date hereof.  The delivery of this memorandum should not and does not create any implication that there has been no change in the business and affairs of TrueFacet since such date.  Neither TrueFacet nor Gerbsman Partners, or their respective staff, officers, directors, agents and attorneys, undertakes any obligation to update any information contained herein.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A

SUMMARY OF HISTORICAL INFORMATION

TrueFacet was founded in 2014 with the goal of building the first online platform where buyers receive authenticated pre-owned jewelry & watches at a fair price and sellers can sell their items knowing they will get a great service and value back.

After launching in mid-2014, TrueFacet has experienced strong sales growth and recognized awareness.  Sales grew over 2.4X annually from 2015 to 2017 and TrueFacet has been recognized by top press including NY Times, WSJ, Financial Times, TechCrunch, WWD, and been featured on TV in outlets including Bloomberg, WSJ Live, Fox, and E News.

TrueFacet has become a leader in supply driven by its unique technology that can import supply efficiently and also process it at scale. It has also been the first online platform to partner with major jewelry & watch brands for pre-owned.

In 2018, sales dipped to approximately $32M from $40M in 2017. This was primarily due to the Paid Google marketing channel becoming inefficient driven by Google removing HHI targeting capabilities and an increase in media costs. Paid Google was one of TrueFacet’s key revenue channels and TrueFacet pulled back on it while building new demand channels, which takes time.  These new channels include partnerships such as with eBay and Walmart, new branding strategy (which can be launched with capital) and partnership with stores.

This started happening while TrueFacet was raising another round of capital in 2018. Because TrueFacet was unable to raise the amount of equity capital required to continue as an independent company, the business is being sold.

During the last 4 months (Nov 2018 – Feb 2019), TrueFacet’s reduced marketing spend has become significantly more efficient at driving topline sales. From November 2018 to date, return on ad spend has increased to 11X from 5.2X in the same period a year ago. There is an opportunity here for the right buyer to leverage TrueFacet’s unique platform and efficiency to grow revenue substantially.

Target Market:

There is a large jewelry and watch market with favorable tailwinds, with a market size estimated at $65B and YoY market growth of 7% (Source Bain & Company “Luxury goods worldwide market study, October 2017” report. YoY growth represents 2016 – 2017E).

Offline retailers and the traditional jewelry and watch brands are not reaching the next generation of digital consumers. The industry has been slow to adapt to digital and the brands are not fully penetrating the US market to reach consumers in a relevant way.

We believe that the next emerging market for this industry is digital and within the United States.

TrueFacet is well positioned in the fast growing pre-owned market trend to be a future leader in re-creating the way people shop and sell luxury. The younger generation is not walking into stores as much anymore. They want pre-owned because it holds its value better and they appreciate an experience that is relevant to them. No one owns the traditional jewelry and watch market today. With adequate capitalization or as part of a larger organization that already acquires customers efficiently, TrueFacet has the potential to become the category leader.

The consumer currently faces many issues when shopping or selling jewelry/watches, including: 35% of supply is either counterfeit or of poor quality; an absence of price transparency and 82% of sellers aren’t sure what their pieces are worth.  Overall, the experience is broken for customers and very opaque.  TrueFacet’s process and the technology that drives it, solves each of these issues by authenticating supply, validating pricing, and providing customers a great experience.

Customers: 

TrueFacet’s customers are: 1) on average 35 years old, 2) 57% female / 43% male, and 3) 91% are U.S. buyers. TrueFacet prides itself on its ability to leverage unique content to cater to the younger generation of consumers, who are an important target as the older generation ages out of purchasing in the category, and targets the mass market of jewelry & watch buyers.

Revenue Model:

The TrueFacet revenue model includes:

1.  Take rate (commission) on items that sell. TrueFacet ended 2018 at a 16.99% take rate, up from a 15.51% take rate in 2017.
2.  Trade-ins. When someone trades in an item they own to get another item on TrueFacet, revenue is made on both the item being traded in and the one being purchased. On average, TrueFacet’s take rate on trade-ins in 31%.
3.  Sales for 2018 were approximately $32M and in 2017 were $40M. Net revenue in 2018 was approximately $4M and in 2017 was $4.6M.

Demand Channels:

• The primary paid marketing sales channels for TrueFacet have been:

o   Paid Social: TrueFacet creates unique content and video to market to target customers via Facebook, Instagram, and other video / content channels. Using data around customers and behavior data, TrueFacet has been able to efficiently acquire customers from this strategy.

o   Paid Google: Search and google shopping was a key channel for over three years for TrueFacet. This is the channel that TrueFacet pulled back on in 2018, as Google removed targeting capabilities based on HHI, other changes, and an increase in media costs led it to be inefficient at scale. This became a larger macro issue and was ultimately the driver of the lower sales in 2018. Spend on Google is much lower now and TrueFacet has developed other channels which have the potential to grow going forward.

o   Re-targeting: Leveraging user behavior to target consumers digitally.

• The non-paid channels are:

o   Email: This includes both daily email sends and behavioral based targeting based on TrueFacet’s unique data set on consumer behavior. This data is leveraged for segmentation targeting and driving a relevant experience via email.

o   Organic / Direct: SEO continues to grow YoY for TrueFacet driven by unique in-house content that is created around the brands, videos, and technical optimizations on-site.

o   Social: Instagram, Facebook and other social areas continue to be a source of referral traffic and brand building. The unique content from TrueFacet is delivered via these channels to build brand.

• Strategic demand partnerships:

o   TrueFacet has been partnering with companies that have strong demand, such as eBay and Walmart to use the supply and experience TrueFacet has acquired and built to generate sales and build awareness of TrueFacet’s brand.

o   TrueFacet has also launched partnerships with retailers whereby the inventory that TrueFacet has can be offered offline at the retail partner’s stores or through the retailer’s online site, described as “powered by TrueFacet”). The first of these partnerships was Stephen Silver Fine Jewelers in Menlo Park, CA. Also, TrueFacet partnered with a growing jewelry brand called Messika, and powers e-commerce for them.  TrueFacet believes such partnerships represent a large growth opportunity.

TrueFacet’s key moats are supply, technology automation, and strategic brand partnerships, each of which is described below.  In combination, they power TrueFacet’s unique flywheel of buying and selling, driving customer lifetime value. 

Supply

1. Supply has grown over time. From 2016 to 2018, TrueFacet’s average number of SKUs grew from 48K to over 100K.  In early 2019, TrueFacet began a process to optimize for quality and now maintains over 80K SKUs of top branded pieces.
2.  The supply comes from wholesalers, retailers, consumers, and the brands themselves. TrueFacet currently has over 4,000 sellers, with approximately 10% coming from overseas (EU and Japan, as Japan is a large pre-owned jewelry market).
3.  TrueFacet carries product by top brands. To give a brief overview of some of the brands and their SKU count today:

o   20K+ Rolex

o   5K+ Tiffany & Co.

o   4K+ Cartier

o   2K+ Omega

o   1K+ David Yurman

Unique Technology which drives supply, authentication, and quality control

1. We have data feeds and API hooks to automate much of the supply coming into TrueFacet from business sellers (e.g. retailers, wholesalers). We also built custom tech here that can feed in products efficiently.
2.  Expert authentication of jewelry and watches in-house and via an appraisal network of experts in specific brands and categories, including vintage. We built a network of appraisers around the country and are able to route products efficiently for verification before a buyer receives their order. This process is scalable and we have been able to do this for less than 0.20% of our margins.
3.  Automation of quality control when processing jewelry/watches that go live. We call this “Auto QA”.
4.  Auto QA is a system designed to identify and extract relevant product details from loosely structured and error prone data. This technology allows us to process 10s of thousands of items per week, as needed, and automatically check details, flags keywords on authenticity, pricing, and images and take a majority of them live for sale on the site. This system learns and improves over time as the system becomes smarter in detecting certain attributes of incoming pieces.

Brand Partnerships 

1.  TrueFacet has officially and directly partnered with nearly 40 jewelry and/or watch brands including the Swatch Group (to begin with Longines), Zenith, LeVian, Messika, Raymond Weil, and more.
2.  Have the first-ever certified pre-owned program with major brands (e.g. Longines, Zenith, and recently received permission from Breitling) where brands offer a one or two-year warranty on items purchased by TrueFacet customers.  This game-changing program cannot be found anywhere else online.
3.  TrueFacet provides unique data to brands giving them insights on their digital consumer, how they perform on a market/city level, secondary market pricing, and competitive analysis.

Intellectual Property and Assets

• The TrueFacet ‘mark’
• The URL: TrueFacet.com
• Unique technology:

o   Supply importing and data feeds

o   Supply and quality check processing automation

o   TrueFacet marketplace platform where you can buy, sell, make an offer, and trade-in

• Unique Data on customers, brands, categories, market pricing, and more.
• High valued customer base of 30K+ customers/transactions.
• Valued supply base of 80K+ jewelry & watches sourced from 4K+ sellers globally.
• Strategic partnerships with almost 40 jewelry & watch brands.
• Increasing margins on take rate and contribution, which continue to grow.
• Experienced team with deep domain expertise and tech knowhow that can create a category winner.

THE FOLLOWING FINANCIAL DATA IS PRESENTED FOR INFORMATIONAL PURPOSES ONLY.  PAST PERFORMANCE MAY NOT BE INDICATIVE OF FUTURE RESULTS.  THIS INFORMATION SHOULD NOT BE RELIED UPON TO MAKE FUTURE PERFORMANCE PROJECTIONS OF ANY KIND.

 

Why TrueFacet’s assets are attractive:

During the three years from 2015 thru 2017, TrueFacet grew topline sales by over 2.4X annually while increasing the margin on items sold from 12% in 2015 to 17% in 2018.   TrueFacet has come be recognized as a leader in the pre-owned trend for jewelry and watches both in the industry and with consumers.

However, recent capital constraints have made it necessary to sell TrueFacet’s assets. The acquisition of these assets can enable the purchaser to realize significant short and long term value. With adequate capital, or as part of a larger organization that already acquires customers efficiently, TrueFacet’s supply, its strategic brand partnerships, and its technology platform can enable rapid revenue growth.

 

1. Passionate and Experienced Team: Led by key management (see in management details attached), the team has a combined 50+ years of experience in jewelry & watches with a knowhow of how to operate in this industry. Furthermore, the team is very driven and passionate about building the global leader online for jewelry & watches. Also, the majority of the company does not come from the industry and are experts in data driven marketing, tech, data analytics, and optimizing mobile/web online growth. This team combination is unique in building a category leader and key leaders/employees are important in driving the below asset.
2. Robust Growth: The platform hasgrown strongly since its inception in late 2014Sales growth average 2.4X year over year from 2015 through 2017. In 2018, sales growth declined by 20% primarily because the google channel became inefficient. TrueFacet has begun to start and develop other demand channels, but have not had the appropriate amount of time or capital to mature.  Average order value grew from $1,900 in 2015 to $3,100 in 2018.  Rake rate grew from almost 12% in 2015 to almost 17% in 2018.
3. Supply:  80K+ SKUs of the most sought after brands from 4,000+ sellers in the US, EU, and Japan. Majority is from the US.   TrueFacet continues to grow its supply base from retailers, consumers and the brands themselves.   A key differentiating factor for TrueFacet is its ability to get supply from consumers’ closets.  Helping them sell what they no longer wear, creates the liquidity needed to buy something new, creating a new revenue source for the industry. TrueFacet has the tools/systems to scale this virtuous cycle of consumer behavior.
4. Technology Automation: TrueFacet built unique tech in-house to process supply for quality before it goes live for sale. This technology uses text search/scanning, image recognition, and fuzzy matching to get items live on the site.  The technology checks the following attributes: Brand, Model, Reference, Color, Metal, Gender, Size, Gemstones, Image quality, Watch movement, and Watch case. Each of these attributes is assessed automatically based on different criteria and matching of our database. The system also gets smarter over time as we learn via more data.  We can provide further details on this technology.  Supply on-boarding automation and data feeds.  TrueFacet has created syncs for eBay to let sellers pull in their supply with one-click, data feeds / API hooks into seller databases/sites to import their supply into TrueFacet, and other methods. TrueFacet’s tech is able to customize syncing inventory into TrueFacet.
5. Data Intelligence:  TrueFacet collects and stores unique data insights around consumer behavior, brands, categories, market/city level data, and secondary market pricing for jewelry/watches. This data is valuable and can help build a unique experience for consumers and provide value for retailers / brands.    We can share further details as requested on this data.
6. Highly Valued Customer Base:  Over 30K customer transactions who are spending on high ticket purchases. It is a highly valued customer base that can buy, sell, or trade-in and also drives strong lifetime value.
7. Strategic Brand Partnerships in Place:The Company has direct partnerships with several jewelry & watch brands which include Zenith, Raymond Weil, Longines, LeVian, Messika, and more. Including the first-ever certified pre-owned partnership with key brands where they offer a 1 or 2-year warranty on their product on TrueFacet.
8. Opportunity for Future Growth: TrueFacet has mainly driven demand side growth based on online marketing on channels including paid social, paid search, re-targeting, and programmatic video display. TrueFacet has extensive learnings here that have led to more efficient marketing today and which can continue to improve and grow through:   A new brand driven marketing strategy which includes out of home, scaling up video, and influencer marketing. These show signs of early potential, but due to lack of capital, have not been pursued in earnest yet. The brand driven strategy can be seen by request.  Through further investments in the trade-in program and partnerships around this to drive trade-in growth.

Please see attached –  TrueFacet Board of Directors &  Management Team at TrueFacet (for information purposes only):

The Bidding Process for Interested Buyers

Interested and qualified parties will be required to sign a Non-Disclosure Agreement (attached hereto as Attachment A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it acknowledges and agrees to the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the TrueFacet Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of TrueFacet or Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and TrueFacet and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.  

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of all or part of the TrueFacet Assets. Each sealed bid must be submitted so that it is received by the Company no later than Tuesday, March 22, 2019 at 3:00pm Eastern Daylight Time (the “Bid Deadline”) at TrueFacet’s office, located at 530 7^th Avenue # 1502, New York, NY. 10018.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.com.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase.  All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable to TrueFacet, Inc.).  The deposit should be wired to TrueFacet’s attorneys (information will be provided).  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by TrueFacet counsel.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder. 

TrueFacet is free to conduct the sale process as it determines in its sole discretion (including, without limitation, terminating further participation in the process by any party, negotiating with prospective purchasers and entering into an agreement with respect to a sale transaction without prior notice to you or any other person) and any procedures relating to such transaction may be changed at any time without prior notice to you or any other person.  For greater certainty, TrueFacet reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.  

TrueFacet will require the successful bidder to close within 7 business days from the Bid Deadline. Any or all of the assets of TrueFacet will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or other taxes, if any, relating to the sale of the TrueFacet Assets shall be the sole responsibility of the successful bidder and shall be paid to TrueFacet at the closing of each transaction. 

For additional information, please see below and/or contact:  Steven R. Gerbsman                                            steve@gerbsmanpartners.com  Ken Hardesty ken@gerbsmanpartners.com