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Capstone Headwaters Capstone Headwaters FOOD & BEVERAGE August 2020 TABLE OF CONTENTS INDUSTRY OVERVIEW Industry Overview The spread of COVID-19 and the uncertainty of States’ quarantine timelines Segment Highlight prompted households across the U.S. to secure an overabundance of food supplies. As a result, grocery sales increased 9.2% year-over-year across online M&A Overview and in-store channels, presenting the strongest monthly sales volume in Select Transactions Mastercard’s SpendingPulse report history.1 Americans increased spending in Public Company Data packaged and frozen foods by 76% and 93% week-over-week, respectively, as lockdown measures were imposed (Boston Consulting Group).2 This “pantry Report Contributors loading” has since normalized and has provided significant tailwinds for Consumer & Retail Group distributors and producers of branded packaged and frozen foods with grocery Firm Track Record client exposure. The defensible nature of the Food & Beverage industry has promoted a strong recovery in EBITDA multiples across all Capstone Headwaters’ Food & Beverage public company indices. The largest increase from a trough in the second half of March to the end of July was in the Distribution segment (+48.8%) and the lowest increase was in the Branded Processed Foods segment (+23.1%). However, segments including Branded Processed Foods, Ingredients & Flavors, Natural, Organic & Better-for-you, and Snacks maintained at least 70% of their 2020 high at their respective troughs, displaying the resilient nature of the Food & Beverage industry. CONTACTS Public Food & Beverage Company EBITDA Multiples Tom Elliott Natural/Organic/BFY Alcoholic Beverages Managing Director Protein Processing Branded Processed Foods 813-251-7285 Ingredients/Flavors Distribution 24x March 11: WHO declares [email protected] COVID-19 a pandemic 20x Yogesh Punjabi 16x Director 12x 617-619-3305 8x [email protected] TEV/EBITDA 4x 0x Source: Capital IQ www.capstoneheadwaters.com August 2020 3 Food & Beverage | August 2020 SEGMENT HIGHLIGHT: SUPPLY CHAIN & DISTRIBUTION Quarantine measures and the subsequent downturn have COVID-19 Implications provided refreshed insight into the Supply Chain & Distribution segment. Operators that were able to swiftly Grocery Defensibility assess and react to operational and financial risks were Distributors with a large grocery customer better equipped to weather the storm. While some base have performed better than those distributors that serve Restaurant, Hospitality, and Tourism serving Food Service end markets. markets were severely disrupted and experienced substantial volume and revenue declines. Packaged Food Demand The new normal excludes buffet-style food On the other hand, distributors that displayed agility in the service, instead promoting demand for face of supply chain disruptions, and those that serve packaged meals in schools, food banks, etc. essential industries have exhibited COVID-19 resiliency and may emerge stronger with higher volumes and revenues. Acquisition Opportunities The swiftness of the virus’ spread and its uncertain future Distributors with COVID-19 exposure expect will continue to create COVID-19 induced trends. valuation declines and present attractive M&A opportunities for willing acquirers. Capstone’s Conversations with Private Equity Firms Capstone maintains relationships with an extensive private equity network, which gives us access to unique buyer perspectives and industry insights. We spoke with many of these private equity firms in Q2 to learn more about the current state of the Distribution environment and COVID-19’s unprecedented impact on their respective distribution businesses. COVID-19 Impact: The impact to food distributors has been significantly dependent on end markets served and management’s agility in the face of the unprecedented shock. Distributors serving institutional customers (e.g. education, corrections facilities, healthcare and food banks), along with those serving the grocery channel, have largely proven to be resilient and performed better than their peers. In late March, grocers experienced a flood of “pantry loading” as the U.S. braced for the rapid spread of the novel coronavirus. As a result, distributors serving the grocery channel experienced heightened demand and many saw a spike in volumes. Meanwhile, distributors that serve Restaurants, Hospitality, and Tourism markets have experienced unprecedented sales declines amid lockdown measures, resulting in an abundance of excess inventory that had to be thrown away or distributed to alternative channels. In many places across the country, schools retrofitted their cafeterias into food banks, serving existing students as well as their communities which offered a substitute for distributors to sell its perishable excess inventory. COVID-19 Response: Private equity firms across the country turned their focus internally toward portfolio holdings to assess liquidity and operational exposure, with many drawing down on their credit facilities. Key characteristics of successful COVID-19 risk mitigation efforts included immediate and swift responses with management teams communicating with suppliers and customers to ensure transparency and timely fulfillment across the supply chain. As a result of this transparency, distributors were able to project accounts receivable collections, inventory levels, and supplier capabilities in order to make informed decisions to cut selling, general & administrative (SG&A) expenses or furlough workers. As essential businesses, distributors felt a responsibility to their communities and not only stocked grocers but also sought substitute channels such as food banks and nursing homes. Many distributors serving essential channels only experienced temporary closures or slowdowns, retaining employees on payroll and hiring additional labor as demand spiked. Experienced management teams were able to meet demand by shifting suppliers, product mixes, and customer channels. For example, a poultry shortage and a swine pandemic in Asia prompted price increases, inducing protein distributors to shift inventory toward beef. In addition, distributors shifted to sell into direct-to-consumer channels to reduce wasted inventory. M&A Takeaways: The Food & Beverage Distribution sector has experienced significant interest from private equity investors due to the industry’s buy-and-build growth potential and recession-resistant nature, presenting ample add-on investment opportunities to capture additional market share in the fragmented, regionally-centric market. PE firms may look to roll-up distressed companies in the space as they did following the Great Recession, or may look to enhance their defensibility by acquiring businesses that displayed COVID-19 resilience. Deals are expected to include more term structure to bridge any valuation gap while lenders remain cautious in buyout transactions. 2 Food & Beverage | August 2020 M&A OVERVIEW Deal activity in the Food & Beverage industry was robust Monthly Transaction Volume from January through March, outpacing 2019 volumes by 2019 2020 nearly 15%. However, deal activity significantly slowed 50 starting in April and is now down 10.6% through July. 41 38 Strategic sellers and buyers as well as PE firms 40 31 33 immediately refocused on internal operations and risk 30 29 29 30 26 26 mitigation, addressing liquidity and operational concerns. 23 22 Concurrently, lending conditions substantially tightened, 20 20 with leverage multiples decreasing one to two turns in late 11 13 March, according to Capstone’s Debt Advisory Group. 10 June and July deal activity rebounded and ended the Transaction Volume months above 2019 levels as well capitalized buyers that 0 have performed stronger relative to their peers seek opportunistic acquisitions of distressed businesses. As lending markets begin to stabilize, PE firms are expected to resume add-on acquisitions to bolster current platform investments’ market share, geographic reach, and Year-To-Date Segment Breakdown customer mix resiliency. As capital markets attempt to normalize, PE buyers are expected to rely on tuck-in Beverages 42 acquisitions to utilize the PE industry’s $1.2 trillion war Distribution 29 chest of dry powder (2019) as a means to expand portfolio Natural/Organic/BFY 23 company value creation, according to Pitchbook. Other 23 Confections and Snacks 20 Through July, beverage companies have demonstrated the Flavors/Ingredients 17 largest appetite for M&A, accounting for 23.7% of total Protein Processing 14 deal activity. Distribution (16.4%) and Natural, Organic, Branded Processed Foods 9 and Better-for-you (13.0%) segments have also garnered investor interest. Attractive M&A opportunities remain 0 10 20 30 40 50 especially for distributors that serve grocers and essential Transaction Volume food service clients, which have proved resilient during the COVID-19 downturn. Source: Capital IQ, PitchBook, FactSet, and Capstone Research Notable Deal Highlights Lineage Logistics, LLC Acquires QSR and Casual Dining Distribution of Maines Paper & Food Service, Inc. (May, Undisclosed) – Lineage Logistics, backed by Bay Grove Capital, has acquired the Quick Service Restaurant (QSR) and Casual Dining Distribution of leading food service distributor Maines Paper & Food Service. Terms of the deal were not disclosed. Maine’s QSR and Casual dining business is a last mile food service distributor, serving over 2,500 brand restaurants including Burger King, Tim Hortons, Olive Garden,
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