Beverage Industry Market Update Au gu s t 2019 Cascadia Capital Beverage Expertise We are 15 professionals with greater than 100 years of collective consumer & retail investment banking experience. We have completed more than 75 transactions since the beginning of 2010, in excess of $2.5 billion of enterprise value, including 25 capital markets transactions and 50 M&A advisory assignments. Our team has a deep understanding of the underlying consumer trends driving disruptive change in our core sectors of focus. We are in constant dialog with active strategic and financial counterparties in the consumer and retail sectors, providing us with the ability to best position our clients for an optimal outcome. In March 2018, Cascadia Capital announced a partnership with First Beverage Financial, the investment banking division of First Beverage Group. The acquisition brought Cascadia a proven and highly-specialized team with a deep focus across the beverage landscape, including the market’s leading M&A franchise in craft beer. Recently Closed Beverage Industry Transactions has completed a Series A growth equity has been investment recapitalizedby July 2019 April 2019 has been acquiredby August2016 1 Table of Contents I. Market Overview II. Transaction Highlights III. Public Comparables IV. Appendix i. Cascadia Capital Overview 2 I. Market Overview 3 Beverage Alcohol Volume Declines but Dollars Increase The global market for beverage alcohol has declined due to increased attention to health and wellness, prioritizing quality over quantity and the legalization of cannabis Craft Beer Spirits Wine “Better for You” ▪ Similar to 2017, approximately 1/3 of ▪ Spirits dollar and volume sales continue ▪ Wine was down -1.6% in volume sales in ▪ The paradigm shift towards healthy ~190 regional craft breweries declined to grow, driven by strong millennial 2018, while consumers are drinking less living and exercise, has recently in 2018, including 27 of the top 50and consumption trends, growing “craft wine, but increasingly drinking higher translated to a focus on decreasing 44 of the top 100 cocktail” culture, and increased focus on quality, increasing overall wine dollar alcohol consumption innovative flavors sales value ▪ The craft segment continues to rely on ▪ This trend has led to dramatic changes the “long-tail” for growth, with the ▪ Craft spirits growth is outpacing total ▪ The trend of premiumization continued in the market with beer companies bottom 50% of top 100 brewers beverage alcohol as well as craft beer in in 2018; the “Premium” segment launching low-carb, hard seltzers, hard accounting for a CAGR of 11.1% in the 2019, and it’s at the highest growth rate (defined as bottles priced between $15 kombuchas, and non-alcohol past four years in the past four years, up 12% to $2 and $25) of retail wine sales had the alternatives billion in the 52 weeks through May 19 highest growth over the past year ▪ YTD June 2019: over half of the top 25 ▪ The breathless pace of craft brewer in all IRI-measured channels ▪ Wine is continuing to take market share “better for you” growth brands (14 of deals slowed beginning in 2017 with ▪ Highest growth is in premium and super from beer, in part driven by millennial the top 25) are represented by either a deals down from previous highs, premium categories across whiskeys, consumption trends Hard Seltzer or a Low Calorie, Low Carb, especially within regional brewers rum, tequila / mezcal, brandy, and gin Low ABV Beer 2008 – 2018 Share of Adult Beverages by Category U.S. Alcohol Volume Change (Y-o-Y) 0.8% 31% 31% 31% 32% 32% 32% 32% 32% 33% 33% 34% 0.5% 15% 15% 15% 15% 16% 17% 17% 17% 17% 18% 18% (0.1%) 54% 54% 54% 53% 52% 51% 51% 51% 50% 49% 48% (0.6%) (0.7%) (0.7%) (0.9%) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Beer Wine Spirits 2014A 2015A 2016A 2017A 2018A 2019E 2020E 4 Sources: IWSR 2018 U.S. Beverage Alcohol Review, Nielsen Unified 2018 Review. Premiumization is Driving Sales – At the Store and in the Marketplace Despite flat-to-down per capita consumption, consumers’ tastes are moving towards higher priced beverages Decreasing per capita consumption – driven by greater focus Share of U.S. Wine Sales by Price on wellness and the legalization of cannabis – has 2% 4% 13% disproportionately rewarded premium and ultra premium 21% 26% beverages across categories 98% 96% ▪ While beer as a category grew only 0.7% in 2018, imports grew at 87% 79% 74% a brisk 5.8% and domestic super premiums tacked up an impressive 14.2% 1985 1995 2005 2015 2020 — Beer dollar sales are up, while volume is flat to down Below Premium Premium and Above ▪ Spirits, growing at an anemic 1.3%, is being propped up entirely by Premium (+4.4%) and Ultra (+5.1%) categories, while Value U.S. Spirits Volume by Price Point (-4.5%) and Mid (-3.5%) have steadily declined ▪ Wine is reaching the apex of a macro trend of premiumization 8% 10% 18% driven by Baby Boomers’ taste for premium wine 22% — Between 2014 and the present, wines priced below $11 per bottle have seen their dollar growth rates fall off, while 36% higher priced bottles have posted 8-10% growth 35% — Total cases shipped has fallen from a 2017 peak of 164mm to below 162mm by the end of 2018, and at a rate that appears 38% 33% to be accelerating 2012 2017 5 Sources: LEK Consulting, Nielsen, Silicon Valley Bank. Value Premium High-End Premium Super Premium Non-Alcoholic Beverage Trends Traditional soda sales decline, while a health-conscious consumer base fuels low-sugar and sparkling water growth Bottled water, energy beverages, and ready-to-drink coffee have been key recent drivers of non-alcoholic beverage growth, with trends softening in late 2016 through mid 2017, but recovering and remaining solid through 1Q19. Following the trend against high sugar content, carbonated soft drink sales have continued to fall in recent periods, with a -1.6% CAGR in dollar sales from 2012-2017. Sparkling water remains one of the fastest growing non-alcoholic beverage segments. The increasingly popular drink has reached a market size of $2.8B in 2018, after growing at an 11.7% CAGR from 2014-2018. Popular sparkling water brand LaCroix has faced media probes and lawsuits regarding its ‘all-natural’ claims and concerns over undisclosed ingredients. Owner of the LaCroix Brand, National Beverage Corp., has faced over $100M in class action lawsuits claiming that the beverage contains synthetic and potentially harmful ingredients, including linalool which is known to be used in pesticides. Kombucha is seeing slowing growth through conventional outlets, as the segment reaches maturation. Having grown 22% in 2018, natural channel dollar sales grew only 5% YTD in 2019. Growth in specialty gourmet retailers also decelerated, dropping from 18% in 2018 to just 6% YTD in 2019. Cold brew coffee is experiencing tremendous growth as consumers continue their migration away from sodas and unhealthy soft drinks. Non-Alcoholic Beverage Sales Growth (Y-o-Y) Non-Alc Sales Growth (Memorial Day 2018 vs. 2019) 6.3% 5.8% 6.8% 4.4% 4.2% 4.1% 3.9% 3.8% 4.7% 3.4% 3.4% 3.5% 3.5% 2.6% 3.0% 3.0% 2.5% 2.4% 2.7% 2.5% 2.0% 2.2% 1.5% 1.6% 1.8% 1.3% 0.1% TotalNon- Coca-Cola PepsiCo KeurigDr. Monster Red Bull Nestle Alcoholic Pepper 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 6 Sources: Beverage Marketing Corporation, Nielsen, Fortune, SPINS data. Memorial Day 2018 Memorial Day 2019 Strategic Beverage M&A Cooling Off After Peaking M&A activity for many alcohol categories has slowed from the rapid growth experienced in the past three years, as many of the major buyers digested their purchases and millennials have temporarily stalled in growing their alcohol consumption ▪ The beer industry saw a peak in transaction activity in 2015 and 2016 and slowed dramatically beginning in 2017 and into 2018 — Craft beer started to settle into a new norm in 2018, with growth slowing from an average of 12% from 2012 – 2017 to about 4%, and strategic M&A activity has slowed, in response, with many larger players struggling and sales in traditional retail channels becoming challenged due to trends shifting ▪ Recent transactions in the spirits industry are driven by continued growth in the craft spirits segment, strategics’ limited ability to innovate in-house, the need to fill certain portfolio gaps, and a consumer focus on brown spirits, gin and agave-based spirits — Notable acquisitions include: Avión (Pernod Ricard, January 2018), Casa Dragones (BDT Partners, April 2018), Westward Whiskey (Diageo, September 2018), Malfy Gin (Pernod Ricard, April 2019), Rabbit Hole Whiskey (Pernod Ricard, June 2019), and Fords Gin (Brown Forman, June 2019) ▪ Hard kombuchas, hard seltzers, and low-alc beer have risen in popularity, as consumers are prioritizing healthy alternatives to traditional adult beverages, however several strategics have innovated these categories in-house ▪ Non-alcoholic beverages continue to present attractive targets for larger alcohol companies to look to hedge against decreasing per capita consumption and capitalize on a growing emphasis on health & wellness products Beverage Strategic M&A by Deal and Disclosed Capital ($ in millions) Capital Invested Deal Count (1) $24,726 40 39 32 34 34 27 26 25 22 24 24 19 15 (1) (1) $9,929 (1) $8,158 $8,905 $3,766 $1,785 $1,306 $280 $470 $966 $978 $471 $501 2016 Q1 2016 Q2 2016 Q3 2016 Q4 2017 Q1 2017Q2 2017Q3 2017Q4 2018Q1 2018Q2 2018Q3 2018Q4 2019Q1 Sources: IBISWorld, IWSR 2018 U.S.