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INVESTING IN THE NICHE GROCERY SECTOR Appletree Capital Ltd.

Presentation on Plus, LLC

Spring 2015

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 PRIVATE AND CONFIDENTIAL

These presentation materials do not constitute or form part of any offer for sale or subscription or any solicitation for any offer to buy or subscribe for any securities nor shall they or any part of them form the basis of or be relied upon in connection with any contract or commitment whatsoever. Any decision in connection with any proposed investment must be made solely on the basis of the information contained in subsequent documentation. While all reasonable care has been taken to ensure that the facts stated in these presentation materials are accurate and that any forecasts, opinions and expectations contained therein are fair and reasonable, the materials have not been independently verified and no reliance whatsoever should be placed on them. Accordingly, no representation or warranty express or implied is made to the fairness, accuracy, completeness or correctness of these materials or opinions contained therein and each recipient of these presentation materials must make its own investigation and assessment of the matters contained therein. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given, and no responsibility or liability is accepted, as to the achievement or reasonableness of any future projections or the assumptions underlying them, or any forecasts, estimates, or statements as to prospects contained or referred to in these presentation materials. No responsibility or liability whatsoever is accepted by any person for any loss howsoever arising from any use of, or in connection with, these presentation materials or their contents or otherwise arising in connection therewith. In issuing these presentation materials, we do not undertake any obligation to update or to correct any inaccuracies which may become apparent. These presentation materials are being supplied to you for your own information and may not be distributed, published, reproduced or otherwise made available to any other person, in whole or in part, for any purposes whatsoever. In particular, they should not be distributed to or otherwise made available to persons with addresses in Canada, Australia, Japan, the Republic of Ireland, South Africa or the United States, its territories or possessions or in any other country where such distribution or availability may lead to a breach of any law. These presentation materials are being made available to you for your exclusive use and for the sole purpose of assisting you in evaluating whether you wish to make an investment ("the Investment"). The information and opinions contained in these presentation materials are strictly confidential. Accordingly, the contents of these presentation materials and any other information or opinions subsequently supplied or given to you will constitute confidential information ("Confidential Information") and you may not, without our prior written consent make any copies of the Confidential Information. By accepting delivery of these presentation materials you agree that it is not to be reproduced in whole or in part other than as permitted above and that its contents will not be disclosed by you to any other person (other than your professional advisers). By receiving these presentation materials, you agree that you will on request, return or procure the return of these presentation materials and all other confidential information, expunge all Confidential Information from any computer, or similar device into which it was entered or programmed, and destroy all notes, analyses or memoranda containing Confidential Information.

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 TABLE OF CONTENTS

I. Opportunity II. Acquisition Process III. Operational Strategy IV. V. Exit Strategy VI. Appletree Capital Ltd. VII. Current Acquisition Candidates

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 I.) OPPORTUNITY

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 INTRODUCTION

Roll-Up Opportunities in Niche Grocery Sector

MARKET OPPORTUNITY

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 OVERVIEW & MARKET OPPORTUNITY

• Supermarkets Plus LLC is fundless sponsor established to acquire grocery chains from founding families exiting the grocery business. OVERVIEW • The Fund intends to acquire small chains in overlapping and adjacent geographies in a consolidation play. • The Fund targets retail stores with strong fundamentals and businesses minimally impacted by & Whole Foods.

•The Midwest & Southeast grocer market is large with numerous family operated chains, making it ripe for consolidation. MARKET • Flourishing chains despite competition from Walmart/Whole OPPORTUNITY Foods are acquisition candidates. • The Fund re-positions newly acquired stores by reinforcing their market appeal as places to shop for weekly groceries.

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 ACQUISITION CRITERIA & BUSINESS MODEL

•Strong management teams wishing to participate in future growth and consolidation opportunities. ACQUISITION • Profitable stores with potential to expand to adjacent CRITERIA geographies through new or acquired stores. • Stores with good trade names in their home market and opportunities to extend their brand to additional markets.

•Sale of membership units in the Fund, structured as an LLC, with option to serve on board of directors. •Fundless sponsor seeks to raise capital of $25 million; early BUSINESS round investments structured more favorably than later rounds. MODEL • After demonstrating “proof of concept”, the Fund will accelerate the pace of rolling-up smaller chains. • Fund leadership provided by individuals with direct operating experience in Midwestern retail grocery chains. Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 GROCER OPPORTUNITIES

• Supermarkets Plus generates proprietary deal flow of potential acquisition candidates of Midwest and Southeast CONVENTIONAL grocers from its knowledgeable management and industry GROCERS contacts. • Initial acquisition efforts to focus on Midwestern and Southeastern states.

• SuperValu approached Supermarkets Plus about acquiring Save-a-Lot stores in the Midwest area; current operators seek to exit Save-a-Lots stores. LIMITED ASSORTMENT • The SuperValu situation presents an opportunity to consolidate a group of regional Save-a-Lot stores and maximize STORES financial returns. •These stores are currently profitable, but opportunities remain for consolidation and margin improvement.

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AMOUNT OF CAPITAL RAISE $25 million

MINIMUM SUBCRIPTION $500,000

INSTRUMENT TYPE Class B Membership Units

ORGANIZATIONAL STRUCTURE Limited Liability Corporation

GENERAL PARTNERSHIP Appletree Capital Ltd.

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 PROPOSED ORGANIZATIONAL STRUCTURE

Limited Liability Company vs. Limited Partnership Structure

• LLCs and LPs are common organizational structures used to form private equity funds. • LLC and LP structures used in private equity due to tax advantages. •LLC organizational form provides investors with greater flexibility compared with LPs, without endangering limited liability protection. •Perception that LLC structure will remain advantageous, even if Congress makes changes to tax code.

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Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 INTRODUCTION TO ACQUISITION PROCESS

ACQUISITION PROCESS: Executives at Supermarkets Plus initiate acquisitions by drawing on their network of industry contacts and relationships built-up over decades of involvement with Midwestern grocery stores.

Phase I Phase II Phase III Phase IV

Preliminary Negotiate Identify Candidates Due Diligence Discussions Purchase Terms

Weeks 12-24+ Weeks 2-6 Weeks 4-8 Weeks 2-4 • Generate leads from • Explore potential  Thoroughly review  Letter of Intent industry relationships transaction terms, historical financial  Time line for closing and word of mouth. including purchase information. transaction  Compile list of price and timing.  Evaluate operating  Company valuation potential sellers. • Discuss potential performance using  Purchase price  Prioritize leads transaction metrics such as  Stock or asset according to structures. SSS, sales per sq. acquisition attractiveness and foot, ROI, inventory  Contingent availability of asset. turns, etc… consideration Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 PHASED APPROACH TO ACQUISITIONS

Supermarkets Plus has adapted a thoughtful and disciplined approach to identifying chains of family owned grocery stores that fit its acquisition criteria.

PHASE 1 - Drawing on their decades of experience Identify Candidates working in the retail grocery sector, executives at Supermarkets Plus will generate a list of potential acquisitions under $100 million. -Supermarkets Plus has already identified several potentially attractive opportunities.

PHASE 2 - Initiate high level discussions with business Preliminary Discussions owners on key terms such as purchase price expectations and timeline for executing a sales transaction. - Prioritize discussions based on ranking owners according to reasonable price expectations and genuine interest in selling business. Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 PHASED APPROACH TO ACQUISITIONS

Supermarkets Plus process due diligence process is designed to understand each auisitio’s histoy, opetitie positioig, ad goth potetial.

PHASE 3 -Ealuate the usiess’ opetitie arket Due Diligence position; pricing strategy; competitors; efficiency. - Thoroughly review all financial and operating data, supply contracts, leases, and management and labor contracts; SSS, sales per sq. foot, ROI. - Evaluate growth potential of store base.

PHASE 4 - Structure purchase terms to motivate legacy Negotiate Purchase Terms management & employees to buy into a future with Supermarkets Plus. -Create a capital structure consistent with the opa’s usiess pla for groth. - Negotiate earn-out provisions and related incentives to facilitate continuity and a smooth Downloaded from www.hvst.comtransition. by IP address 192.168.176.10 on 10/03/2021 III.) OPERATIONAL IMPROVEMENTS

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 OPERATIONAL IMPROVEMENTS

100 Day Plan: Post-acquisition, Supermarkets Plus will implement a 100 day plan to drive operational improvements across the organization, creating an enterprise that operates profitably, regardless of the external macro environment.

STORE CUSTOMER EXPENSE CULTURE MERCHANDISE PROCESSES SERVICE CONTROL End Living Reengineer Improve Store Reset Boost in Past Stores Experience Departments Efficiency

•Accountability •Employee Roles • On-Boarding • Produce •Real Estate •Continuous •Training • Training • Meat & Deli •Labor Improvement •Technology • Customer • Bakeries • Suppliers •Passion •Customer Appreciation • Pricing Strategy • Monitoring •Pride Service Manager • Customer • Excess Capacity Interaction • Monthly P&Ls

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 CORPORATE CULTURE

As the second generation assumes greater involvement in family businesses, corporate culture often drifts toward nostalgia & previous accomplishments.

Create clear reporting lines ACCOUNTABILITY . . Update each job description . Set measureable goals . Indicate expected performance . Reward excellence

CONTINUOUS . Emphasize driving sales IMPROVEMENT . Encourage customer interaction . Achieve targets & results . Review performance monthly . Reward excellence

PASSION & PRIDE . Build a culture of passion & pride . Celebrate individual and collective success Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 STORE PROCESSES

Reengineer job responsibilities, train management and employees to achieve excellence in customer service and outsource non-core financial activities.

Accountability at all levels of organization EMPLOYEES ROLES . . Ladders of persoal resposiilit . Redefined roles stress results & customer service . Awareness of department & store profitability . Maximize potential

. On-boarding program for all new hires TRAINING . Emphasize customer service & appreciation . Highlight importance of customer interaction . Eourage silig, ee otat, dialogue …

OTHER . Outsource general ledger and accounting activities . Replace Store Manager with Customer Service Downloaded from www.hvst.comManager by IP address 192.168.176.10 on 10/03/2021 CUSTOMER SERVICE

As employees understand their new roles, receive proper training and provide friendly assistance, the in-store experience of shoppers will improve.

Orientation and training for all new employees ON-BOARDING . . Itrodue ladders of persoal resposiilit . Stress customer service . “ilig, ee otat, dialogue … . Awareness of department & store profitability

. Training for all current employees TRAINING . Emphasize customer service & appreciation . Highlight importance of product knowledge . Encourage providing friendly & helpful assistance

OTHER . Monitor staff performance & provide feedback . Reward high performing managers and staff Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 MERCHANDISE

Resetting departments, using freshness guarantees, installing bakeries at each location, and highlighting savings are all changes to drive sales and gross profit.

Reset all produce departments PRODUCE . . Introduce freshness guarantee . Offer high quality produce

MEAT & DELI . Reset meat department . Add service counter for meats . Introduce meat freshness guarantee

BAKERY . Review deli product mix . Install bakeries at each location, not off-premise

PRICING STRATEGY . Introduce price impression strategy . Highlight savings on signs; competitive pricing . Bin merchandising for close out items . Improvements to end cap merchandising Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 EXPENSE CONTROL

Minimize operating and capital costs to boost efficiency, improve margins and maximize return on invested capital.

Close chronically underperforming locations REAL ESTATE . . Evaluate real estate portfolio . Sell stores; sales leaseback

. Use task oriented scheduling LABOR . Monitor labor expense daily and weekly . Increase use of part-time employees . Create scheduling flexibility; lower rate & hours

SUPPLIERS . Provide quality private label program . Include store support functions . Offer competitive wholesale pricing

OTHER . Review number of corporate employees . Track shrinkage by category, department and store Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 IV.) FARMER JACK

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 FARMER JACK OPPORTUNITY

FARMER JACK is a fresh grocery concept emphasizing healthy alternatives, private labels and urban locations.

• 20,000 to 25,000 square foot stores designed to accommodate urban locations; small foot print. • Select options; limited varieties; strong on private label. • Merchandise oriented toward fresh & healthy offerings, emphasizing produce, meats, & organics.

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 FARMER JACK OPPORTUNITY

FARMER JACK stores are noted for their clean lines of sight, simplicity, consumer appeal and short construction time.

• Greenfield development. • 3 month construction time. • Affordable, steel construction materials. •FARMER JACK trademark registered and owned by Appletree Capital. • Variation on or Fresh Tyme FarmsDownloaded Market from concept. www.hvst.com by IP address 192.168.176.10 on 10/03/2021 V.) EXIT STRATEGY

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 EXIT STRATEGY OVERVIEW

Supermarkets Plus will seek to exit the investment by pursing an asset light model, but remain open to alternative strategies to maximize value.

Asset Light Consolidate Operate &

Assemble regional foot & Sell Recapitalize

print of at least [25] Consolidate family Build formidable stores, stabilize and sell owned stores, regional competitor, locations to aggregate into larger leveraged recap, one- franchisees. enterprise & sell. time dividend to equity. 1st Option 2nd Priority 3rd Priority Value Maximizing

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 ASSET LIGHT MODEL

Transition from store owner to specialty distributor of grocery products that finances, markets and promotes on behalf of co-operative members.

• Provide financing, wholesaling and marketing to members; collect fee income Phase #4 • Franchise / license stores to experienced individuals; distribute cash from sales Phase #3 • Transition from store owner to licensor / franchisor of banners Phase #2 Acquire, consolidate • Phase #1 and stabilize stores

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 CONSOLIDATE & SELL

As 2nd priority option, Supermarkets Plus executes traditional roll-up of family owned supermarkets, consolidates operations and sells improved assets.

•Relying on Supermarkets Plus network of owners, generate proprietary deal flow and acquire family grocery businesses.

•Implement 100 day operational improvement plan. • Consolidate operations, renegotiate supply contracts, integrate operations, improve store competitiveness and lower corporate costs. •Sell to financial or strategic buyers investing in the grocery space. Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 OPERATE & RECAPITALIZE

As a 3rd priority option, operate business profitably, regardless of competitive or macroeconomic environment, and distribute cash opportunistically.

• Generate cash for distribution from sale leaseback transactions. • Refinance capital structure after stabilization. • Issue one time dividend to equity partners.

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 VI.) APPLETREE CAPITAL LTD.

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 ABOUT US APPLETREE CAPITAL

Appletree Capital is a Chicago area based private investment firm that takes an active role and value added approach to investing in middle market companies requiring growth capital.

Appletree Capital’s business model involves actively growing and nurturing companies and, as they mature, "pick from the tree" those companies that are ripe for a sale, merger, or public offering.

Appletree's team is comprised of professionals from business operations, private equity, and investment banking. The Fud’s eeuties are skilled i orkig ith entrepreneurs, because they are entrepreneurs themselves.

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 APPLETREE CAPITAL

FUNDLESS Appletree Capital is a fundless sponsor that executes SPONSOR private equity deals outside a traditional fund structure. As a fundless sponsor, Appletree Capital sources investment opportunities, executes letters of intent, then raises capital from its investor network for specific deals.

BUSINESS Appletree Capital executes investments deal-by-deal MODEL versus reliance on a dedicated pool of capital. Traditional private equity firms raise capital from limited partners and its general partnership selects investments. In contrast, fundless sponsors work closely with capital partners to decide on targets and raise funds to execute buyouts after

Downloadedsecuring from www.hvst.com LOIs. by IP address 192.168.176.10 on 10/03/2021 APPLETREE CAPITAL

MISSION STATEMENT Supermarkets Plus intends to execute a roll-up of mid-sized and family owned Midwest grocery chains.

MANAGEMENT Appletree Capital Ltd. is an independent sponsor of private equity investments that works closely with limited partners to execute transactions. Appletree Capital aageet’s is oprised priaril of operating executives with the vision and experience to execute its roll-up strategy.

OPERATING EXPERTISE Leadership at Appletree Capital has the credibility, track record of success and professional experiences to lead and consolidate retail grocery businesses in the Midwest. Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 APPLETREE CAPITAL

Frank Manzo and Rick Schmitz are proven executives with a combined track record of more than 70 years managing and growing operations in the Midwest. Francis Manzo Managing Principal Beginning in 1985 as President of Byers Food Company, Mr. Manzo has held C-level positions in the retail and wholesale segments of the food industry. Mr. Manzo has served as President of High-Low Foods, Inc., President of Manor House Coffee Company, and Principal Executive Officer of publicly traded Drewrys Brewing Company. Outside the food industry, Mr. Manzo has served as President of publicly traded Aventura Equities, Inc., and Wintree Energy Corporation. Rick J. Schmitz Managing Principal Mr. “hitz’s areer i the food idustr ega i as Assistat Maager at the Nash Fih Company where he remained for 21 years, rising to Division Retail Merchandiser, a role in which he oversaw merchandising functions for over 100 stores in the Midwest. Afterwards, Mr. Schmitz held seior operatig positios at “rier I., Fleig I., “uperValu, ad Roud’s util assuming the role of President/Division Manager at where he remained

until 2012. Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 APPLETREE CAPITAL

Stee Dais ad Paul Fataio ig a aage’s ad iesto’s pespetie to the goey business, providing valuable leadership in support of outstanding operating results. Steve Davis Vice President (working title) An experienced manager of high volume grocery stores, Steve Davis has delivered outstanding otto lie results as a food retailer for ore tha 5 ears. Mr. Dais’ resposiilities included overseeing store evaluations and deciding on capital expenditures to upgrade stores. In addition to his leadership roles with retail stores, Mr. Davis served as Vice President of Sales and Merchandising in the wholesale grocery business and worked with distribution centers to create marketing strategies to grow sales successfully. Paul Fratamico [TBD] A former manager at Resurgence Asset Management , the private equity fund of MD Sass with $8 billion in AUM, Mr. Fratamico has worked in investments and financial advisory on Wall Street for more than 15 years. Mr. Fratamico is an active investor in grocery and retail companies and his deal list includes the restructurings of Great Atlantic and Pacific Tea Copa A&P ad Blokuster. Mr. Frataio ega his areer at JP Morga ad he eared a MBA Downloadedfro the Uiersit from www.hvst.com of Chiago’s by IP addressBooth “hool192.168.176.10 of Busiess. on 10/03/2021 VII.) CURRENT ACQUISITION CANDIDATES

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 PROFILE OF ACQUISITION CANDIDATES

Supermarkets Plus seeks to acquire well run family owned grocery stores attractively positioned in their home market and capable of growing organically and through acquisitions.

• Family owners wish to retire or monetize value created over years of effective stewardship. Ownership • Opportunities to build on accomplishments of former owners.

• Store level managers capable of competing against national Legacy competitors and executing business plan. Management • Long tenured management with track record of profitability, customer service and efficiency.

• Opportunities to grow business organically and by acquisition. Brand Equity • Modern stores & information technology; good corporate citizen and community involvement.

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 ADVANTAGES OF ROLL-UP STRATEGY

In marketplace with greater industry consolidation, scale and efficiency have become greater advantages than family ownership.

• Larger, regional mid-sized chain buys greater volumes of supplies than single, family owned chain. Economies of Scale • Opportunities to buy at lower costs and improve vender contracts as business grows organically and through acquisition.

• Opportunities to consolidate accounting & human resources functions Consolidation • Dediated attetio to support series suh as adertisig, uig, et…

• Improved opportunities for employee promotions on larger store base. Employee Advantages • Higher quality healthcare insurance and benefits packages for employees.

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 ACQUISITION CANDIDATE #1

POLLY’S COUNTRY MARKET

• Poll’s Coutr Market, ased i Lasig, Mihiga, is the Fud’s initial acquisition candidate. • Poll’s is a ell aaged store hai supplied “partaNash with sales of approximately $118 million. • Early indications suggest an acquisition price of approximately $17 million, or a modest EBITDA multiple of 4.25x. • Poll’s store ase is etrall loated i Mihiga. • Additional acquisition candidates in adjacent areas indicate the potential to create a profitable, well managed mid-size regional grocery chain.

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 ACQUISITION CANDIDATE #2

FOODS INC.

• Foods I. does usiess as Dahl’s Foods, a Des Moies, Ioa ased grocery chain started in 1931. • Dahl’s Foods is a store groer hai operatig uder the Dahl’s Foods banner; all stores are located within a 15 miles radius. • Company bought out of bankruptcy by primary supplier and largest reditor, Assoiated Wholesale Groers AWG. AWG is preparig to sell the Company to a long-term owner. • For the 52 week period ended Q3 2014, approximate sales of $137 million and EBITDA of $1.4 million (~1.0%). • Real estate at three stores is Company owned; no Company employees represented by a union. Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 ACQUISITION CANDIDATE #3

WESTERN MARKETS, INC.

• Founded in 1948, Western Supermarkets is based in Birmingham, Alaaa, here it is oe of the state’s largest loall oed groer chains. • Western Market consists of 7 stores operating under four banners: (1) Western Market, (2) Food Depot, (3) Village Market, and (4) Food$mart. • Approximate 2013 sales of $62 million and EBITDA of $3.7 million (~6%). • Attractive year over year growth in sales and store level EBITDA; YTD same store sales up 5.3%. • Footprint is likely too small to maintain competitiveness over long term, making it potential candidate for consolidation. Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 SELECT RECENT TRANSACTIONS > $200 MILLION

Large transactions in the sector indicate very strong investor interest in grocery assets.

Date Buyer Seller # of Stores Value Geography

December Alertso’s 146 NA West 2014 & Safeway March Alertso’s Safeway 1,300 $9,200 mm National 2014 November Spartan Nash Finch 75 $725 mm Midwest 2013 Stores Company July 227 $2,500 mm National 2013 June Bi-Lo Delhaize 165 $246 mm Southeast 2013 Holdings Group Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 SELECT RECENT TRANSACTIONS < $100 MILLION

Strategic and private equity buyers continue to purchase regional chains and groups of individual grocery stores .

Date Buyer Seller # of Stores Value Geography

December Associated Alertso’s 12 NA Texas 2014 Wholesale & Safeway Grocers December Associated Alertso’s 8 NA Montana 2014 Food Stores & Safeway February IGA Bi-Lo 12 NA Florida 2014 Holdings Georgia December Roud’s Doiik’s 11 $36 mm Chicagoland 2013 September Associated 43 $16 mm Alabama 2013 Wholesale Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 PUBLICLY TRADED GROCERS & WHOLESALERS

Performance Analysis of Selected Grocery Store Operators ($ in millions, except per share data) Total Debt / LTM % Off 52 LTM Margins Total Book Total Debt / EBITDA/ Company LTM Ending: Week High EBITDA EBIT Net Income Capital EBITDA Int Exp

Roundy's Inc. 9/27/14 54.7% 3.2% 1.6% (5.9%) 111.3% 4.8x 2.4x Village Super Market, Inc. 10/25/14 10.5% 3.5% 2.0% 1.0% 16.2% 0.8x 13.7x Markets, Incorporated 9/27/14 3.6% 5.8% 3.2% 1.3% 71.0% 4.2x 4.7x The Kroger Company 11/8/14 0.4% 4.4% 2.8% 1.5% 68.2% 2.5x 9.7x Safeway Inc. 9/6/14 2.2% 4.1% 1.6% 0.2% 33.7% 1.9x 6.6x SUPERVALUE, Inc. 9/6/14 7.6% 4.3% 2.6% 0.9% 129.5% 3.7x 3.4x SpartanNash Company 10/4/14 5.2% 3.8% 2.2% 0.1% 42.8% 0.7x 1.9x

High 5.8% 3.2% 1.5% 129.5% 4.8x 13.7x Average 4.2% 2.3% (0.1%) 67.5% 2.7 6.0 Median 4.1% 2.2% 0.9% 68.2% 2.5 4.7 Low 3.2% 1.6% (5.9%) 16.2% 0.7 1.9

Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 PUBLICLY TRADED GROCERS & WHOLESALERS

Market Multiples Analysis of Grocery Store Operators ($ in millions, except per share data)

Stock Price Enterprise Value as a Multiple of: Price as a Multiple of: Projected as of: Market Value Enterprise LTM LTM LTM 2014/15 2015/16 EPS PEG Company 1/7/2015 of Equity Value (a) Sales EBITDA EBIT EPS EPS Growth Ratio

Roundy's Inc. (b) $4.41 $217.6 $827.1 0.20x 6.1x 12.1x 63.0x 18.4x 242.9% 0.1x Village Super Market, Inc. (c) 27.40 385.8 362.0 0.23 6.6 11.5 NA NA NA NA Ingles Markets, Incorporated (d) 40.12 812.8 1,741.5 0.45 7.9 14.1 16.4 14.9 10.2% 1.5 The Kroger Company (e) 64.75 33,158.4 43,513.4 0.41 9.4 14.8 19.7 17.6 11.9% 1.5 Safeway Inc. (f) 35.22 8,342.3 9,811.0 0.27 6.5 17.2 29.8 26.9 11.0% 2.4 SUPERVALUE, Inc. (g) $9.19 2,399.8 5,066.8 0.29 6.9 11.2 14.6 13.1 11.1% 1.2 SpartanNash Company (h) $25.50 956.1 1,505.0 0.07 1.9 3.3 13.1 11.9 10.3% 1.2

High 0.45x 9.4x 17.2x 63.0x 26.9x 242.9% 2.4x Average 0.31 7.3 13.9 32.2 19.4 69.0% 1.4 Median 0.27 6.6 14.1 24.8 18.0 11.4% 1.5 Low 0.20 6.1 11.5 16.4 14.9 10.2% 0.1

(a) Calculated as Market Value of Equity plus total debt, minority interest and preferred stock, less cash & equivalents. (b) Roundy's forecasted earnings per share figures are for years 2015 and 2016. (c) Village Super Market's forecasted earnings per share figures are not available from brokerage reports. (d) Ingles Market's forecasted earnings per share figures are for years 2015 and 2016. (e) Kroger's forecasted earnings per share figures are for years 2015 and 2016. (f) Safeway's forecasted earnings per share figures are for years 2014 and 2015. (g) SUPERVALU's forecasted earnings per share figures are for years 2015 and 2016. (h) SpartanNash's forecasted earnings per share figures are for years 2015 and 2016. Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 CONTACT DETAILS

Appletree Capital Ltd. Contact Information

Appletree Capital Ltd. Francis Manzo 4530 W Crystal Lake Road [email protected] Unit #55 Contact: (312) 320-3777 Mc Henry, Illinois 60051-0055

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