INVESTING IN THE NICHE GROCERY SECTOR Appletree Capital Ltd.
Presentation on Supermarkets Plus, LLC
Spring 2015
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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. Farmer Jack V. Exit Strategy VI. Appletree Capital Ltd. VII. Current Acquisition Candidates
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Roll-Up Opportunities in Niche Grocery Sector
MARKET OPPORTUNITY
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• Supermarkets Plus LLC is fundless sponsor established to acquire grocery chains from founding families exiting the retail 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 Walmart & 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.
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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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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 a uisitio ’s histo y, o petiti e positio i g, a d g o th pote tial.
PHASE 3 -E aluate the usi ess’ o petiti e 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 o pa ’s usi ess pla for gro th. - 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
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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 perso al respo si ilit . 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 . E ourage s ili g, e e o ta t, 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 . . I trodu e ladders of perso al respo si ilit . Stress customer service . “ ili g, e e o ta t, 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
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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.
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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 Wegmans 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
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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
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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.
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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 Fu d’s e e uti es are skilled i orki g ith entrepreneurs, because they are entrepreneurs themselves.
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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
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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 a age e t’s is o prised pri aril 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 grocery store 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. “ h itz’s areer i the food i dustr ega i as Assista t Ma ager at the Nash Fi h 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 se ior operati g positio s at “ ri er I ., Fle i g I ., “uperValu, a d Rou d ’s u til assuming the role of President/Division Manager at Nash Finch Company where he remained
until 2012. Downloaded from www.hvst.com by IP address 192.168.176.10 on 10/03/2021 APPLETREE CAPITAL
Ste e Da is a d Paul F ata i o i g a a age ’s a d i esto ’s pe spe ti e to the g o e y 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 li e results as a food retailer for ore tha 5 ears. Mr. Da is’ respo si ilities 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 Co pa A&P