Healthy Lifestyle and Craft Beer Quarterly Report
Transcription
Healthy Lifestyle and Craft Beer Quarterly Report
Market Analysis Spring 2015 Healthy Lifestyle and Craft Beer Quarterly Report • • • • Non-Durables Natural, Organic & Functional Food & Beverage Natural Living (Beauty, Household & Pet) Supplements Wholesalers Supplements Direct-to-Consumer Fitness/Weight Management • Fitness Centers • Weight Management • Health & Wellness Retailers/Distributors Craft Products • Craft Beer & Hard Cider Kurt M. Roth Managing Director +1.312.609.4689 [email protected] Owen L. Hart Managing Director +1.415.627.3273 [email protected] David M. Silver Managing Director Head of European Investment Banking +44.207.667.8216 [email protected] Satoshi Matsumoto Managing Director Director of Japan M&A +1.312.609.5446 [email protected] Table of Contents Page • Robert W. Baird & Co. Healthy Lifestyle and Craft Beer Practice ........................1 • Healthy Lifestyle and Craft Beer Stock Activity .................................................. 2 • Quarterly Transaction Update ............................................................................ 4 • Addressable Markets .......................................................................................... 8 • Public Company Performance ........................................................................... 14 • Same-Store Sales Performance ........................................................................ 20 • Equity Capital Markets Overview ...................................................................... 21 • Recently Priced IPOs ........................................................................................ 22 • Baird’s Healthy Lifestyle and Craft Beer Transaction Experience ...................... 23 • Global Investment Banking Contact List........................................................... 24 The following report has been prepared by the Global Investment Banking Department of Robert W. Baird & Co. This report is an overview and analysis of industry and consolidation trends and is not intended to provide investment recommendations on any specific industry or company. A complete listing of all companies covered by Baird U.S. Equity Research and applicable research disclosures can be accessed at <http://www.rwbaird.com/researchdisclosure>. You can also call 1-800-792-2473 or write: Robert W. Baird, Equity Research, 24th Floor, 777 E. Wisconsin Avenue, Milwaukee, WI 53202. Robert W. Baird & Co. (“Baird”) is a leading middle market focused investment bank serving the M&A and equity financing needs of our clients throughout the U.S., Europe and Asia. Since 2008, we have advised on 404 M&A transactions totaling $89 billion and have served as an underwriter on 547 equity offerings totaling more than $172 billion in raised capital. Baird’s balanced buy- and sell-side practice provides expertise for public and private companies, while our dedicated financial sponsor coverage further expands opportunities and financing resources for our clients. Through close coordination between our U.S., European and Asian bankers, we work to optimize opportunities and results for clients in the international marketplace. Approximately one-third of our M&A activity over the past five years has involved international transactions. Please refer to Appendix – Disclaimers and Other Disclosures on page 25. Robert W. Baird & Co. Healthy Lifestyle and Craft Beer Practice AN EXPERIENCED, PROVEN AND TRUSTED ADVISOR Baird’s Global Investment Banking team possesses highly relevant industry expertise and significant transaction experience in the Healthy Lifestyle sector. • • • • • We have in-depth advisory and equity origination capabilities in the Healthy Lifestyle space: – Multiple high-profile assignments over the last decade – Unique knowledge of consumer growth investors – Expert insight into current “hot button” issues Deep industry knowledge and proprietary transaction and benchmarking database Established relationships with, and access to, key industry and client decision makers Significant senior resources dedicated to industry and execution Focus on long-term partnerships and senior level attention Baird Healthy Lifestyle Practice Contacts Kurt M. Roth Owen L. Hart David M. Silver Satoshi Matsumoto Managing Director Managing Director Managing Director Managing Director +1.312.609.4689 +1.415.627.3273 +1.312.609.5446 [email protected] [email protected] Head of European Investment Banking [email protected] +44.207.667.8216 [email protected] Baird is One of the Most Active Advisors and Underwriters to the Consumer Sector Baird’s Consumer investment banking team has a proven track record of delivering outstanding results for our clients. We offer comprehensive strategic advisory and capital market services across several consumer sectors. Our transaction experience, frequent dialogue with industry participants and robust deal flow provide us with unique insight into the sectors we serve. Middle-Market Deal Award Nine consecutive years 2005 - 2013 “Most Trusted” Research Eleven consecutive years 2004 - 2014(1) • • • Since the start of 2010, completed 111 consumer M&A and public equity transactions worth $28 billion Market maker in over 500 Consumer stocks 5 Consumer focused research analysts covering 82 companies Adviser of the Year Awards 2008 - 2011 “Wisconsin Specialty Protein sale to Omega Protein” Nutrition Business Journal’s Top Deal of the Year January 2014 _____________________ (1) Baird ranked No.1 for “Most Trusted” Research for the eleventh consecutive year in the 2014 Greenwich Associates Surveys (2004 - 2014). Surveys conducted with U.S. small-cap and mid-cap fund managers. Robert W. Baird & Co. 1 Healthy Lifestyle and Craft Beer Stock Activity Rising Valuations Supportive of Increased Transaction Activity LTM Stock Performance 120% HLCB S&P 500 115% 12.3% 10.4% 110% 105% 100% 95% 90% Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 _____________________ Source: Capital IQ. LTM as of March 31, 2015. See footnote at bottom of page for list of companies that comprise Healthy Lifestyle and Craft Beer (HLCB) index. Recent Stock Performance 1-Month % Change 3-Month % Change 6-Month % Change 1-Year % Change (1.7%) 0.4% 4.8% 10.4% Healthy Lifestyle and Craft Beer 2.9% 4.6% 10.8% 12.3% Natural, Organic & Functional Food & Beverage 1.3% 12.6% 15.2% 28.4% 16.1% 4.1% (1.2%) (9.8%) Supplements Direct-to-Consumer 6.4% (2.6%) 5.2% (17.8%) Health & Wellness Retailers/Distributors 0.1% 0.6% 24.9% 1.8% Craft Products 3.9% (3.4%) 7.4% (0.7%) Fitness Centers 2.9% 9.4% 14.3% 23.6% (3.1%) (26.3%) (22.6%) (10.1%) 2.9% 8.4% 22.9% 7.5% Index S&P 500 Supplements Wholesalers Weight Management Recent Healthy Lifestyle and Craft Beer IPOs _____________________ Source: Capital IQ. LTM as of March 31, 2015. Natural, Organic & Functional Food & Beverage index consists of BDBD, FRPT, HAIN, TSE:2220, LWAY, MJN, MNST, SET:ICHI, TSX:SOY and WWAV. VMS Wholesalers index consists of ENXTAM:DSM, NUTR, OME and PRGO. VMS Direct-to-Consumer index consists of HLF, LFVN, NATR, NUS, RELV and USNA. Health & Wellness Retailers/Distributors index consists of TFM, GNC, NGVC, SFM, UNFI, VSI and WFM. Craft Products index consists of BREW and SAM. Fitness Centers index consists of ASX:AAD, TSE:4801, BMV:SPORT S, LTM, BSE:533200 and CLUB. Weight Management index consists of MED, NTRI and WTW. Healthy Lifestyle and Craft Beer index consists of all companies listed directly above. Recent Healthy Lifestyle and Craft Beer IPOs index consists of SFM, WWAV, NGVC, FRPT, GNC and TFM. Robert W. Baird & Co. 2 Healthy Lifestyle and Craft Beer Stock Activity Recent Valuations Median Multiple Index LTM Revenue LTM EBITDA 2015 P/E Healthy Lifestyle and Craft Beer 1.4x 11.5x 21.5x Natural, Organic & Functional Food & Beverage 3.0x 19.3x 31.8x Supplements Wholesalers 1.1x 7.7x 16.1x Supplements Direct-to-Consumer 0.8x 8.4x 15.3x Health & Wellness Retailers/Distributors 1.2x 13.4x 24.4x Craft Products 2.6x 19.1x 35.2x Fitness Centers 2.0x 10.2x 19.1x Weight Management 1.4x 7.3x 16.3x Recent Healthy Lifestyle and Craft Beer IPOs 2.0x 14.9x 40.1x _____________________ Source: Capital IQ. Figures as of March 31, 2015. See “Recent Stock Performance” table on page 2 for list of companies that comprise each index. Top 10 Stock Price Gainers in Q1 2015 50% 40% 40.4% 38.7% 29.5% 30% 28.7% 27.7% 26.7% 25.3% 23.4% 22.8% 20% 15.4% 10% 0% HL Corp (Shenzhen) Nu Skin Omega Protein Talwalkars Monster Enterprises Corporation Better Value Beverage Inc. Fitness Limited Corporation The WhiteWave Foods Company Life Time Fitness, Inc. Johnson Central Sports Lifeway Foods Health Tech Co.,Ltd. Inc. Co., Ltd. Top 10 Stock Price Losers in Q1 2015 0% (10%) (20%) (30%) (40%) (50%) (60%) (70%) (80%) (39.2% ) (71.9% ) Weight Watchers International, Inc. (28.5% ) (15.3% ) (15.2% ) Lifevantage Ardent Leisure Grupo Sports Vitamin Corporation Group World, S.A.B. Shoppe, Inc. de C.V. (13.8% ) (10.8% ) Boulder SunOpta Inc. Brands, Inc. (10.8% ) (10.7% ) Nature's Medifast Inc. Sunshine Products Inc. (8.9% ) Koninklijke DSM N.V. _____________________ Source: Capital IQ. YTD as of March 31, 2015. Robert W. Baird & Co. 3 Quarterly Transaction Update Pages 4-6 list M&A transactions, private placements and equity offerings announced during Q1 2015 for categories within the scope of this report. The Healthy Lifestyle and Craft Beer sectors registered significant levels of M&A activity on a global basis in the first quarter. We have identified 34 change-of-control M&A transactions announced during the quarter; this level was slightly below the quarterly average of 37 over the past two years. Global Healthy Lifestyle M&A Activity by Quarter Deal Count Average Deal Count 60 48 50 40 30 Average = 37 36 34 Q4-13 Q1-14 45 37 34 32 29 20 10 0 Q2-13 Q3-13 Q2-14 Q3-14 Q4-14 Q1-15 _____________________ Source: Capital IQ, Dealogic and Robert W. Baird & Co. analysis. Includes deals in the following segments: Natural, Organic & Functional Food and Beverages; Natural Living products; VMS Wholesalers and Direct-to-Consumer platforms; Health & Wellness Specialty Retailers and Distributors; Craft Beer & Hard Cider; Weight Management; and Fitness Centers Global Healthy Lifestyle and Craft Beer M&A Activity in Q1 Date Announced Target Name / Nationality Target Segment Description Acquiror Deal Value ($mil) Commentary 30-Mar-15 Total Fitness / U.K. Fitness Centers Operator of health clubs Northedge Capital Partners; RooGreen Ventures; Company Management - Private equity firms Northedge and RooGreen joined the executive management of Total Fitness in acquiring the business, which has 17 locations in northern England 30-Mar-15 Angel's Share Brands / U.S. Craft Products Maker of bourbon whiskey Bacardi - The acquisition allows Bacardi to expand in the super-premium spirits segment by entering the bourbon category of the North American whiskey sector 29-Mar-15 Perrin Brewing / U.S. Craft Products Brewer of beer Oskar Blues Brewery - The acquisition by Fireman Capital-backed Oskar Blues, whose products are distributed in 42 states, will help Michigan-based Perrin build its geographic presence 25-Mar-15 Club Pilates / U.S. Fitness Centers Operator and franchisor of Pilates clubs LAG Fit - LAG Fit, a firm specializing in acquiring and expanding wellness concepts, acquired 35studio chain Club Pilates 16-Mar-15 MonaVie / U.S. Supplements Direct-to-Consumer Maker of nutritional products Jeunesse Global - Following the acquisition, Jeunesse, a healthy living oriented direct selling company, has a network of 4 million distributors in over 100 countries 16-Mar-15 Life Time Fitness / U.S. Fitness Centers Operator of fitness clubs Leonard Green & Partners; TPG Capital; LNK Partners 11-Mar-15 My Goodness / U.K. Supplements Wholesale Producer of sports nutrition and protein drinks/snacks Aurivo Co-operative Society Limited 9-Mar-15 Brand Aromatics / U.S. Natural, Organic & Functional Maker of marinades and broths McCormick & Company 9-Mar-15 Natural American Pet Products and Natural Life Pet Products / U.S. Natural Living Producer of pet foods 9-Mar-15 Full Sail Brewing / U.S. Craft Products 5-Mar-15 Ritual Wellness / U.S. Natural, Organic & Functional 4,071.8 - The pending deal’s share price represents a 73% premium to the closing price on August 22, 2014, when Life Time announced it was considering strategic options The deal provides Ireland-based Aurivo a significant position in the expanding sports nutrition and protein drinks/snacks market in the U.K. and Ireland 63.0 Brand Aromatics, with $28 million in 2014 sales, enhances the breadth of value-added products in McCormick’s offering for packaged food companies and restaurants Arthur Dogswell - The acquisition brings vertical integration in the premium pet treat space to natural pet food producer Arthur Dogswell Brewer of beer Encore Consumer Capital; Oregon Craft Brewers - Encore Consumer Capital acquired employee owned Full Sail, which brewed 115,000 barrels in 2014, through its newly formed investment group Oregon Craft Brewers Producer of organic juices Project Juice - The combined company seeks to source from more farms due to its enhanced scale __________________ Source: Capital IQ, Dealogic and Robert W. Baird & Co. analysis. Robert W. Baird & Co. 4 Quarterly Transaction Update Global Healthy Lifestyle and Craft Beer M&A Activity in Q1 (continued) Target Deal Value ($mil) Date Announced Target Name / Nationality 4-Mar-15 Empire Kosher Poultry (remaining 80% stake) / U.S. Natural, Organic & Functional Producer of kosher poultry products The Hain Celestial Group 57.6 Empire Kosher, with $100+ million in 2014 sales, expands Hain’s farm to table offerings 2-Mar-15 Citrusource / U.S. Natural, Organic & Functional Supplier of orange juice and citrus products SunOpta Grains and Foods 13.3 The deal is aligned with SunOpta’s strategy to grow its healthy beverages portfolio 28-Feb-15 Two Virgin Active Gyms in Glamorgan and Middleton / U.K. Fitness Centers Operator of two fitness centers LaSalle Investment Management 13.9 LaSalle acquired the two Virgin Active fitness centers to capitalize on the growing interest in health and fitness in the U.K. 20-Feb-15 Belvedere International / Canada Natural Living Producer of health and beauty care products The Hain Celestial Group - Hain established a personal care base in Canada with the acquisition of Belvedere, whose Live Clean brand of natural products fueled annual sales of $25 million 17-Feb-15 Healthy Food Ingredients / U.S. Natural, Organic & Functional Supplier of organic food ingredients Hesco - Specialty grain producer Hesco acquired Healthy Food Ingredients in order to expand into specialty ingredients for organic foods 16-Feb-15 Enjoy Life Foods / U.S. Natural, Organic & Functional Producer of allergen free snacks Mondelez International - Enjoy Life Foods fits the strategy of Mondelez to drive growth in snacking by expanding its portfolio through allergyfriendly 'free from' offerings 11-Feb-15 JackedPack / U.S. Supplements Direct-to-Consumer Online retailer of health supplements IdeoClick - E-commerce company IdeoClick acquired JackedPack, a provider of nutrition supplement samples, to expand its presence in nutrition supplements 9-Feb-15 Nutricap Labs / U.S. Supplements Wholesale Manufacturer of nutraceuticals Twinlab Consolidated Holdings, Inc. 9-Feb-15 Native Remedies Inc., Certain Assets / U.S. Supplements Direct-to-Consumer Marketer of herbal supplements 4-Feb-15 Yellow Chips BV (51%) / Netherlands Natural, Organic & Functional 30-Jan-15 Eos Fitness Holdings / U.S. 29-Jan-15 Segment Description Acquiror Commentary 12.0 The acquisition is designed to provide more product options and services for the customers of Nutricap and Twinlab Silver Star Brands (Blyth, Inc.) - The acquisition complements the direct-toconsumer portfolio of Silver Star and enhances its e-commerce market share Producer of vegetable and organic chips Diamond Foods - Yellow Chips allows Diamond Foods to compete more effectively in the high-growth vegetable chip category in Europe Fitness Centers Operator of a chain of fitness centers Bruckmann, Rosser, Sherrill; Performance Equity Management; Stellus Capital - Eos Fitness, a chain of 16 clubs in the southwest U.S., was acquired by a private equity group that includes BRS, which brings fitness center expertise through prior ownership of Town Sports International Krave Pure Foods / U.S. Natural, Organic & Functional Producer of meat-based snack items The Hershey Company - The acquisition will help Hershey enter the all-natural meat snacks market and expand in the broader snacks space. Krave has trailing full-year sales of about $35 million 27-Jan-15 17 Planet Fitness locations in New York / U.S. Fitness Centers Operator of fitness clubs Exaltare Capital Partners; Brightwood Capital Advisors - Private equity firms Exaltare and Brightwood acquired 17 Planet Fitness sites in New York from a franchisee, bringing their ownership of Planet Fitness locations to 52 franchises 23-Jan-15 Elysian Brewing Company / U.S. Craft Products Brewer of beer Anheuser-Busch InBev - The proposed acquisition fits the strategy of AB InBev, which has acquired two other craft brewers since the start of 2014 20-Jan-15 Salix Animal Health / U.S. Natural Living Producer and distributor of dog chews, treats and snacks Spectrum Brands Holdings - With annual revenue of about $100 million, Salix enables Spectrum’s pet supplies unit to expand its dog treats business, leverage Salix’s enzyme technology and seek new opportunities in Europe and Latin America 16-Jan-15 Planter's S.p.A. / Italy Natural Living Maker of herbal products and natural cosmetics Investor group - Italy-based private equity firm DGPA SGR sold Planter’s to an unspecified investor group 14-Jan-15 XS Energy / U.S. Natural, Organic & Functional Producer of sugar-free energy drinks Amway - Amway, the exclusive distributor of XS Energy since 2003, will expand the brand’s geographic reach, including in Southeast Asia. XS Energy is distributed in 38 countries with annual sales of $150 million 9-Jan-15 Nutritional Laboratories International / U.S. Supplements Wholesale Producer of nutritional and dietary supplements Elite One Source Nutrisciences - Elite One Source, majority-owned by Ampersand Capital Partners, acquired NLI from Praesidian Capital as part of its strategy to become the leading contract maker of nutritional and dietary supplements 8-Jan-15 Freedom Fitness Milton Keynes / U.K. Fitness Centers Operator of a fitness club in Warwick, U.K. Wealden Leisure - U.K.-based Wealden Leisure, which operates 30+ Freedom Leisure fitness centers, added to its U.K. portfolio with this acquisition 5-Jan-15 Sun Orchard (majority stake) / U.S. Natural, Organic & Functional Provider of fruit juices and beverage products Centre Partners Management - Sun Orchard brings a premium juice platform to Centre Partners, which intends to fuel growth through new product lines and channels plus select acquisitions __________________ Source: Capital IQ, Dealogic and Robert W. Baird & Co. analysis. Robert W. Baird & Co. 5 Quarterly Transaction Update Global Healthy Lifestyle and Craft Beer Private Placements in Q1 Date Announced Target Name / Nationality Target Segment Description 27-Mar-15 The Pulse Beverage Company / U.S. Natural, Organic & Functional Producer of healthy beverages 23-Mar-15 Smari Organics / U.S. Natural, Organic & Functional 19-Mar-15 Fireman's Brew / U.S. 16-Mar-15 Investment Amount ($mil) Type Investor(s) Use of Proceeds $1.0 Equity Private investors Expand its operations into Mexico and Canada, and support working capital growth Maker of organic Icelandic yogurt 3.8 Equity Private investors Working capital Craft Products Producer of beer and coffee 5.0 Equity Private investors - Five Star Organics / U.S. Natural, Organic & Functional Maker of organic candy bars 4.0 Equity Private investors - 12-Mar-15 Camden Town Brewery / U.K. Craft Products Brewer of beer 2.7 Equity Private investors Fund growth and return manufacturing to the U.K. 11-Mar-15 Nature Cell / U.S. Natural, Organic & Functional Producer of health drinks and organic foods 2.0 Debt Private investors Operations 10-Mar-15 Windy Hill Spirits / U.S. Craft Products Maker of whiskeys 5.0 Debt Private investors - 6-Mar-15 Payette Brewing Company / U.S. Craft Products Brewer of beer 1.3 Equity Private investors - 2-Mar-15 Bhakti Chai / U.S. Natural, Organic & Functional Provider of ready-todrink and bottled tea and coffee products 4.9 Equity Colorado Impact Fund and private investors Manufacturing facility in Colorado, sales and marketing, and national distribution 27-Feb-15 Columbia Phyto Technology / U.S. Supplements Wholesale Producer of organic and conventional powders 1.5 Debt Private investors - 20-Feb-15 True Drinks Holdings / U.S. Natural, Organic & Functional Producer of healthy beverages 4.3 Equity Toba Capital Working capital 12-Feb-15 BAI Brands / U.S. Natural, Organic & Functional Producer of healthy beverages 15.0 Equity Private investors Working capital 9-Feb-15 Pangea Naturals / U.S. Natural Living Maker of skincare products 1.5 Equity Private investors - 6-Feb-15 Biena / U.S. Natural, Organic & Functional Maker of chickpea snacks 1.5 Equity Private investors - 1-Feb-15 Wisconsin Brewing Co / U.S. Craft Products Brewer of beer 2.0 Equity Private investors Working capital and capex 29-Jan-15 Bowen Hayward Group / U.S. Craft Products Brewer of beer 1.2 Debt & Equity Private investors - 29-Jan-15 Westbourne / U.S. Natural, Organic & Functional Producer of organic popcorn 4.0 Equity Private investors - 22-Jan-15 Synergy Strips Corp. / U.S. Supplements Wholesale Producer of orally dissolving film strips 6.0 Debt & Equity Knight Therapeutics Acquisition of the Focus Factor business 20-Jan-15 American Botanicals / U.S. Supplements Wholesale Processor of herbs, roots and barks 2.7 Equity Advantage Capital Partners Fund growth 20-Jan-15 KonaRed / U.S. Natural, Organic & Functional Maker of beverages and nutritional products 1.0 Debt Group 10 Holdings - 14-Jan-15 New Oberpfalz Brewing / U.S. Craft Products Brewer of beer 1.0 Equity Private investors Pay executives 12-Jan-15 Wright Leisure Limited / U.K. Fitness Centers Operator of a chain of gyms 7.6 Equity Business Growth Fund plc Fund growth 8-Jan-15 Sonoma Beverage Works / U.S. Craft Products Maker of flavored ciders 1.2 Equity/ Debt Private investors - 7-Jan-15 Soylent / U.S. Weight Management Maker of food replacement products Equity Andreessen Horowitz; Index Ventures; Lerer Hippeau Ventures Expand manufacturing, shipping, product development, biotechnology research and resource procurement 20.0 Global Healthy Lifestyle and Craft Beer Equity Offerings in Q1 Offer Date Issuer Name / Nationality Issuer Segment Description Offering Type Gross Offering Amount ($mil) Use of Proceeds 4-Mar-15 Sprouts Farmers Market / U.S. Health & Wellness Retail Retailer of fresh, natural and organic food Follow-on 559.4 - 15-Feb-15 By-health Co. / China Supplements Wholesale Maker of nutritional supplements Follow-on 298.9 General corporate purposes and working capital _____________________ Source: Capital IQ, Dealogic and Robert W. Baird & Co. analysis. Robert W. Baird & Co. 6 Quarterly Transaction Update Selected LTM Healthy Lifestyle and Craft Beer M&A Activity Date Announced Target Target Nationality Target Description Acquiror 16-Mar-15 Life Time Fitness United States Operator of fitness clubs Leonard Green & Partners; TPG Capital; LNK Partners 5-Dec-14 McCleskey Mills United States Provider of shelled peanuts and seed peanuts Olam International 21-Nov-14 TIPNESS Japan Operator of fitness clubs Nippon Television Holdings 26-Oct-14 Chiquita Brands International United States Processor of produce Banco Safra S.A. and Sucocitrico Cutrale 15-Oct-14 Deal Value ($mil) EV / LTM Revenue EBITDA $4,071.8 3.2x 10.9x 176.0 - 6.0 203.0 0.7 - 1,321.7 0.4 12.6 Penford United States Maker of natural ingredient systems Ingredion 338.5 0.8 12.4 9-Oct-14 New Britain Palm Oil Papua New Guinea Producer of palm oil Sime Darby Plantation 2,010.8 3.4 12.6 24-Sep-14 Green Eagle Holdings Singapore Producer of palm oil PT. BW Plantation, Tbk 880.9 6.1 - 17-Sep-14 So Delicious Dairy Free United States Producer of dairy-free frozen desserts The WhiteWave Foods Company 195.0 1.7 - 12-Sep-14 Isopure United States Producer of protein powder and drinks Glanbia 153.0 2.1 - 8-Sep-14 Annie's United States Maker of natural and organic food products General Mills 823.0 4.0 38.6 7-Jul-14 WILD Flavors Switzerland Maker of natural ingredients, flavors and colors Archer Daniels Midland 3,096.5 2.3 - 4-Jul-14 Apple & Eve United States Branded juice manufacturer Lassonde Industries 147.9 - 9.7 2-Jul-14 Vitacost.com United States Online retailer of health and wellness products The Kroger Co. 281.2 0.6 - 30-Jun-14 Flagstone Foods United States Producer of snacks and dried fruits TreeHouse Foods 875.0 1.2 16.1 11-Jun-14 Healthy Directions, LLC United States Maker of nutritional supplements Helen of Troy 195.0 1.3 8.0 14-Apr-14 DIANA S.A.S. France Nutritional and natural-ingredients foods producer Symrise AG 1,796.2 2.9 14.0 10-Apr-14 Deoleo SA Spain Producer of olive oil, vinegars, sauces and olives CVC Capital Partners 1,258.1 1.2 12.5 Mean 2.0x 14.0x Median 1.5x 12.5x _____________________ Source: Capital IQ, Dealogic and Robert W. Baird & Co. analysis. List includes deals with reported values of at least $100 million and a disclosed valuation multiple. Robert W. Baird & Co. 7 Addressable Markets Natural, Organic & Functional Food & Beverage Market The Natural, Organic & Functional food and beverage market includes food and beverages classified as natural, organic or functional by the Nutrition Business Journal. Natural foods and beverages typically focus on the health benefits derived from natural ingredients. Organic food and beverages generally are produced without chemicals, pesticides, herbicides, hormones, antibiotics or genetically modified feed crops. Functional foods and beverages are designed to provide health benefits via the inclusion or combination of certain ingredients. The U.S. market for Natural, Organic and Functional food and beverage items increased to approximately $104 billion in 2013 from approximately $95 billion in 2012, representing growth of nearly 10% versus an increase of around 3% for the entire food and beverage market. Natural, Organic and Functional food and beverage sales accounted for 14% of total U.S. food sales in 2013, up from just over 11% in 2008. U.S. Natural, Organic & Functional Retail Sales 2007-2013 CAGR: 7.7% 2013-2019 CAGR: 9.1% $175 $ in billions $125 $100 $75 $66.7 $74.8 $72.0 $79.6 $86.6 $94.8 $103.9 $114.0 $124.7 $148.3 $174.8 8% 6% 4% $50 2% $25 $0 10% 2007 2008 2009 2010 2011 2012 2013 2014E 2015E 2016E 2017E 2018E 2019E Year-over-year growth $150 $136.2 $161.2 0% _____________________ Source: Nutrition Business Journal, Sterling-Rice Group. Breakdown of 2013 Sector Sales by Category and Channel Natural Sales by Category Packaged & Condiments 4% Prepared Foods 15% Dairy 14% Organic Sales by Category Fruit & Vegetables 11% Snack Foods 8% Breads & Grains 15% Meat, Fish & Beverages Poultry 23% 10% Natural Sales by Channel Packaged & Condiments Prepared 4% Foods 12% Snack Foods 5% Meat, Fish, & Poultry 3% Breads & Grains 10% Fruit & Vegetables 39% Organic Sales by Channel Breads & Grains 13% Beverages 65% Functional Sales by Channel Other, 6% Retail - Health & Wellness 32% Internet 2% Packaged & Other Dairy Prepared 1% 5% Foods 8% Snack Foods 8% Beverages 11% Other 3% Retail - Mass 63% Functional Category Sales by Category Dairy 16% Other Retail - Health & Wellness 1% 10% Internet 1% Retail - Health & Wellness, 44% Retail - Mass, 46% Retail - Mass 88% Internet, 3% _____________________ Source: Nutrition Business Journal, Sterling-Rice Group. Robert W. Baird & Co. 8 Addressable Markets Supplements Market The supplements market includes vitamins, minerals, herbs & botanicals, specialty supplements, meal replacements and sports nutrition products. After an extended period of impressive growth, the U.S. supplements market generated retail sales of nearly $35 billion in 2013. U.S. Supplements Retail Sales 2007-2013 CAGR: 6.6% 2013-2019 CAGR: 6.9% $ in billions $39.9 $40 $30 $23.8 $25.5 $27.0 $28.2 $30.1 $32.5 $34.9 $42.7 $45.6 $48.7 $52.0 $37.4 6% 4% $20 2% $10 $0 8% 2007 2008 2009 2010 2011 2012 2013 2014E 2015E 2016E 2017E 2018E 2019E Year-over-year growth $50 0% _____________________ Source: Nutrition Business Journal, Sterling-Rice Group. Breakdown of 2013 Sector Sales by Category and Channel Sales by Category Meal Replacements 12% Minerals 7% Sales by Channel Specialty & Other 19% Other 30% Retail - Health & Wellness 36% Sports Nutrition 13% Herbs & Botanicals 17% Vitamins 32% Retail - Mass 28% Internet 6% _____________________ Source: Nutrition Business Journal, Sterling-Rice Group. Robert W. Baird & Co. 9 Addressable Markets Natural Living Products Market The natural living products market includes personal care, household and pet products classified as natural by the Nutrition Business Journal. Natural living products focus on the health benefits derived from natural ingredients. The U.S. natural living products market increased to $18.6 billion in 2013 from $16.9 billion in 2012, representing expansion of 10%, far outpacing growth for conventional products in the personal care, household and pet segments. High single-digit annual growth is projected for this market over the next several years. U.S. Natural Living Product Sales 2007-2013 CAGR: 8.3% 2013-2019 CAGR: 9.0% 15% 30 20 $12.9 $14.2 $13.4 $15.2 $16.9 $18.6 $20.5 $22.4 $24.4 $28.8 $26.6 $31.2 9% 6% 10 0 12% 3% 2008 2009 2010 2011 2012 2013 2014E 2015E 2016E 2017E 2018E 2019E 0% Year-over-year growth Revenue ($ in billions) 40 _____________________ Source: Nutrition Business Journal, Sterling-Rice Group. Breakdown of 2013 Sector Sales by Category and Channel Personal Care Sales by Category Cosmetics 6% Oral Hygiene 4% Deodorants 3% Aroma and Fragrances 5% Household Sales by Category Organic Flowers 2% Other 5% Skincare 39% Natural and Organic Household Cleaners 22% Hair Products 25% Personal Care Sales by Channel Other 18% Natural and Specialty Retail 30% MM and Beauty Supply Discounters 21% Other Direct and Multichannel NPC Brands 13% Network Marketing 18% Supplies and Other 10% Total Organic Fiber (Linens and Clothing) 28% Natural and Organic Pet Food 48% Bath and Toilet Soap 13% Pet Sales by Category Pet Supplements 45% Natural and Organic Food 45% Household Sales by Channel Other, 13% Department Store, Boutique, Salon, and Spa, 13% Natural and Specialty Retail, 30% MM and Beauty Supply Discounters, 45% _____________________ Source: Nutrition Business Journal, Sterling-Rice Group. Robert W. Baird & Co. 10 Addressable Markets Craft Beer Market The U.S. craft beer market increased to $14.2 billion in 2013 from $11.9 billion in 2012, representing expansion of 19%, well above the overall growth of the beer market. Craft beer is expected to represent about 20% of market volume by 2020, quadruple the market share of 2010. U.S. Craft Beer Revenue and Production Growth 2010-2013 CAGR: 16.4% 2014-2019 CAGR: 12.4% 60 30 20 10 0 $9.0 $10.3 $11.9 2010 2011 2012 $19.3 $17.2 $14.2 $21.9 $24.5 $27.9 $30.9 Barrels (millions) Revenue ($ in billions) 40 40 20 2013 2014E 2015E 2016E 2017E 2018E 0 2019E _____________________ Source: Historical and projected revenue figures provided by Mintel; reflects total U.S. sales (on- and off- premises). Barrel production figures apply constant 2013 revenue / barrel metric (per Brewers Association data) to annual revenue figures. U.S. Craft Market Share (by Volume) 20.0% Actual Projected Market Share 16.0% 12.0% 8.0% 4.0% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 _____________________ Actual market share figures provided by Brewers Association. Projections assume straight-line growth from 2014 to 2019 to reach anticipated ~20% share by volume. Number of Breweries Number of Breweries 3,500 3,000 2,500 2,000 1,500 1,000 500 0 1890 1900 1910 1920 1930 1940 Prohibition Era 1950 1960 1970 1980 Industry Majors’ Rise to Dom inance 1990 2000 2010 2013 2014 Resurgence of Craft Brewing Popularity _____________________ Source: Brewers Association. Robert W. Baird & Co. 11 Addressable Markets Fitness Centers Market The U.S. Fitness Centers market consists of about 30,000 membership-based exercise facilities. Fitness centers operate as parts of multi-site chains or as single-location entities. Following steady market growth in recent years, the Fitness Center market exceeds $22 billion in revenue, with aggregate membership of about 53 million. U.S. Fitness Center Revenue $27 $24 $21 $18 $15 $12 $9 $6 $3 $0 $19.5 $19.1 $18.5 2013-2019 CAGR: 2.8% $21.4 $20.3 $21.8 $22.4 $24.4 $23.6 $22.9 $25.1 $25.9 $26.4 6% 5% 4% 3% 2% 1% 2007 2008 2009 2010 2011 2012 2013 2014E 2015E 2016E 2017E 2018E 2019E 0% Year-over-year growth $ in billions 2007-2013 CAGR: 3.2% _____________________ Source: IHRSA and IBISWorld industry reports. Revenue for 2007-2013 is based on IHRSA data. Estimates for 2013-2019 are based on IBISWorld growth projections. U.S. Fitness Center Membership 2007-2013 CAGR: 2.1% 45 46.7 50.2 45.6 45.3 51.4 52.9 51.3 54.8 54.1 56.0 56.9 58.2 58.8 12% 9% 6% 30 3% 0% 15 0 (3%) 2007 2008 2009 2010 2011 2012 2013 2014E 2015E 2016E 2017E 2018E 2019E (6%) Year-over-year growth Members in millions 60 2013-2019 CAGR: 1.8% _____________________ Source: IHRSA and IBISWorld industry reports. Participation Rate by Sport in U.S. Fitness Sports 61% Outdoor Sports 49% Individual Sports 36% Team Sports 21% Racquet Sports 13% Water Sports 12% 0% 10% 20% 30% 40% 50% 60% 70% _____________________ Source: Physical Activity Council, 2014 Participation Report Robert W. Baird & Co. 12 Addressable Markets Weight Management Market The U.S. Weight Management market consists of a variety of products and services designed to promote weight loss and maintenance. For the purposes of this report, relevant market segments include weight loss centers, meal replacements, diet pills and drugs, weight loss surgeries and diet-related media (e.g., books, videos). The size of these segments of the U.S. Weight Management market is estimated at about $10 billion, with more than 100 million consumers undertaking dieting-related activities each year. Sales for Selected U.S. Weight Management Market Segments $12 $10.4 $10.1 $10.2 $10.1 2010 2011 2012 2013 $ in billions $10 $8 $6 $4 $2 $0 _____________________ Source: Marketdata Enterprise. Over the past several years, the size of the U.S. Weight Management market has been relatively unchanged. During the 2010-2013 period, weight loss centers and meal replacements became a larger share of consumer spending in this market, at the expense of share for surgery and diet-related media. Wallet Share for Selected U.S. Weight Management Market Segments 2010 2013 Diet Media 12% Diet Media 11% Weight Loss Centers 31% Weight Loss Centers 33% Surgery 28% Surgery 31% Meal Replacements 26% Meal Replacements 28% _____________________ Source: Marketdata Enterprise. Robert W. Baird & Co. 13 Public Company Performance Natural, Organic & Functional Food & Beverage Kameda Seika Valuation & Operating Statistics 3/31/2015 ($ in millions except per share data) Ticker NasdaqGS:BDBD FRPT NasdaqGS:HAIN SET:ICHI TSE:2220 NasdaqGM:LWAY NYSE:MJN NasdaqGS:MNST TSX:SOY NYSE:WWAV Nationality Price per Share Boulder Brands, Inc. United States Freshpet, Inc. United States The Hain Celestial Group, Inc. United States ICHITAN GROUP Public Company Limi Thailand Kameda Seika CO., Ltd. Japan Lifeway Foods Inc. United States Mead Johnson Nutrition Company United States Monster Beverage Corporation United States SunOpta Inc. Canada The WhiteWave Foods Company United States $9.53 19.43 64.05 0.65 40.71 21.39 100.53 138.40 10.60 44.34 Company Name % of 52Week High Mean Median Enterprise Value Total Revenue 51.6% 91.4% 96.5% 87.2% 96.0% 95.6% 95.3% 96.2% 82.7% 97.4% $858.7 614.1 7,254.9 897.3 887.6 352.4 20,624.1 22,377.9 839.2 9,232.5 $516.6 86.8 2,468.9 188.4 794.2 119.0 4,409.3 2,464.9 1,242.6 3,436.6 89.0% 95.5% $6,393.9 892.4 Last Twelve Month Results Revenue Gross EBITDA Growth Profit % Margin % EBIT Margin % PE Ratio 2015E LTM Valuation Multiples Total Revenue EBITDA EBIT 2016E 8.2% 26.4% 21.4% (3.9% ) (11.9% ) 16.3% 3.1% 7.2% 9.0% 24.3% 37.0% 48.7% 24.3% 34.4% 43.3% 26.4% 61.4% 54.4% 11.5% 33.6% 11.5% 0.0% 11.9% 25.8% 9.9% 6.5% 24.2% 31.3% 5.3% 11.3% 7.5% (7.4% ) 9.7% 19.9% 4.8% 3.7% 22.1% 30.2% 3.6% 8.1% 36.3 x N/A 31.8 21.7 27.5 38.9 25.1 41.1 24.1 40.1 27.6 x 48.0 28.4 17.7 26.7 32.9 22.7 34.3 18.1 33.9 1.7 x 7.1 2.9 4.8 1.1 3.0 4.7 9.1 0.7 2.7 14.5 x N/A 24.6 18.4 11.3 45.9 19.3 29.0 12.7 23.7 22.3 x N/A 30.3 24.0 23.3 N/A 21.1 30.0 18.9 33.1 10.0% 8.6% 37.5% 35.7% 13.8% 11.4% 10.2% 7.8% 31.8 x 31.8 29.0 x 28.0 3.8 x 3.0 22.2 x 19.3 25.4 x 23.6 _____________________ Source: Capital IQ. Figures and LTM as of March 31, 2015. Figures are as reported and have not been adjusted for recent acquisitions. Historical Performance Revenue 3.0x 2.6x EBITDA 2.6x 3.0x 2.6x 2.5x 1.8x 2.0x 1.5x 1.4x 1.5x 20x 16x 12x 1.0x 8x 0.5x 4x 0.0x 2010 2011 2012 2013 2014 LTM 2015E 2015 0x 17.2x 12.7x Stock Performance 19.1x 19.3x 17.5x 14.2x 11.8x 130% S&P 500 HLCB Natural, Organic & Functional 120% 110% 100% 90% 2010 2011 2012 2013 2014 LTM 2015E 2015 80% Mar-14 May-14 Jul-14 Sep-14 Nov-14 Jan-15 Mar-15 _____________________ Source: Capital IQ. LTM as of March 31, 2015. Median multiples are based on enterprise values as of the end of the period indicated divided by the income statement figure for the period indicated. Robert W. Baird & Co. 14 Public Company Performance Supplements Wholesalers and Direct-to-Consumer Valuation & Operating Statistics 3/31/2015 ($ in millions except per share data) Ticker Company Name Supplements Wholesalers ENXTAM:DSM Koninklijke DSM N.V. NasdaqGS:NUTR Nutraceutical International Corporation NYSE:OME Omega Protein Corporation NYSE:PRGO Perrigo Company Supplements Direct-to-Consumer NYSE:HLF Herbalife Ltd. NasdaqCM:LFVN Lifevantage Corporation NasdaqCM:NATR Nature's Sunshine Products Inc. NYSE:NUS Nu Skin Enterprises Inc. NasdaqGS:RELV Reliv International, Inc. NYSE:USNA USANA Health Sciences Inc. % of 52Week High Total Revenue EBIT Margin % PE Ratio LTM Valuation Multiples Total Revenue EBITDA EBIT Nationality Netherlands United States United States Ireland 55.83 19.70 13.69 165.55 96.2% 67.6% 86.0% 94.8% 12,563.5 227.9 329.8 25,527.3 11,113.0 216.0 308.6 4,171.5 (11.0% ) 3.6% 19.2% 7.4% 26.2% 49.1% 25.1% 34.4% 12.2% 17.4% 22.2% 28.4% 6.6% 11.8% 15.1% 18.6% 19.7 x 12.4 12.0 21.3 17.2 x 12.0 9.4 18.3 1.1 1.1 1.1 6.1 9.3 6.1 4.8 21.5 17.2 9.0 7.1 32.9 Cayman Islands United States United States United States United States United States 42.76 0.79 13.12 60.21 1.12 111.12 61.4% 51.0% 71.4% 67.1% 41.8% 93.5% 5,105.7 86.5 187.4 3,525.1 13.6 1,295.5 4,958.6 211.0 366.4 2,569.5 57.3 790.5 (0.1% ) 0.7% (2.9% ) (22.3% ) (10.1% ) 8.1% 50.5% 85.5% 75.0% 81.4% 79.7% 82.2% 12.7% 10.6% 6.4% 15.8% 1.8% 15.8% 10.8% 9.5% 5.2% 13.7% 0.2% 14.7% 10.1 6.6 18.7 15.3 N/A 16.6 9.3 N/A 13.7 13.7 N/A 14.7 1.0 0.4 0.5 1.4 0.2 1.6 8.1 3.9 8.0 8.7 12.9 10.4 9.5 4.3 9.8 10.0 N/A 11.2 73.1% 69.5% $4,886.2 812.7 (0.7%) 0.3% 58.9% 62.8% 14.3% 14.3% 10.6% 11.3% 14.8 x 15.3 13.5 x 13.7 1.5 x 1.1 Mean Median Enterprise Value Last Twelve Month Results Revenue Gross EBITDA Growth Profit % Margin % Price per Share 2015E 2016E 9.4 x 8.4 12.3 x 9.8 _____________________ Source: Capital IQ. Figures and LTM as of March 31, 2015. Figures are as reported and have not been adjusted for recent acquisitions. Historical Performance Revenue 1.5x 1.2x 0.9x EBITDA 1.1x 0.9x 9.3x 10x 1.3x 1.0x 1.1x 1.1x 0.7x 8x 6x 0.6x 4x 0.3x 2x 0.0x 0x Stock Performance 8.1x 8.4x 7.9x 115% S&P 500 HLCB Supplements 110% 6.5x 4.9x 5.4x 105% 100% 95% 90% 2010 2011 2012 2013 2014 LTM 2015E 2015 85% 80% 2010 2011 2012 2013 2014 LTM 2015E 2015 75% Mar-14 May-14 Jul-14 Sep-14 Nov-14 Jan-15 Mar-15 _____________________ Source: Capital IQ. LTM as of March 31, 2015. Median multiples are based on enterprise values as of the end of the period indicated divided by the income statement figure for the period indicated. Robert W. Baird & Co. 15 Public Company Performance Health & Wellness Retailers & Distributors Valuation & Operating Statistics 3/31/2015 ($ in millions except per share data) Ticker NasdaqGS:TFM NYSE:GNC NYSE:NGVC NasdaqGS:SFM NasdaqGS:UNFI NYSE:VSI NasdaqGS:WFM Nationality Price per Share United States United States United States United States United States United States United States $40.64 49.07 27.61 35.23 77.04 41.19 51.95 Company Name The Fresh Market, Inc. GNC Holdings Inc. Natural Grocers by Vitamin Cottage, Inc. Sprouts Farmers Market, Inc. United Natural Foods, Inc. Vitamin Shoppe, Inc. Whole Foods Market, Inc. Mean Median % of 52Week High Enterprise Value Total Revenue 96.5% 98.8% 62.8% 91.6% 91.8% 82.7% 90.2% $1,956.7 5,520.0 647.4 5,644.3 4,385.3 1,267.8 18,114.5 $1,753.2 2,613.2 546.0 2,967.4 7,555.4 1,213.0 14,626.0 87.8% 91.6% $5,362.3 4,385.3 Last Twelve Month Results Revenue Gross EBITDA Growth Profit % Margin % EBIT Margin % PE Ratio 2015E LTM Valuation Multiples Total Revenue EBITDA EBIT 2016E 16.0% (1.1% ) 13.9% 14.7% 17.0% 8.7% 10.0% 33.9% 37.5% 29.0% 29.8% 16.0% 42.5% 35.5% 10.7% 18.7% 8.0% 8.6% 3.7% 12.1% 9.2% 7.2% 16.6% 4.6% 6.8% 3.0% 9.3% 6.6% 21.9 x 15.6 40.9 40.1 24.4 17.2 28.9 19.9 x 13.9 N/A 32.4 21.5 15.1 25.9 1.1 x 2.1 1.2 1.9 0.6 1.0 1.2 10.4 x 11.3 14.9 22.0 15.7 8.6 13.4 15.5 x 12.8 25.6 28.2 19.6 11.2 18.9 12.9% 13.9% 32.0% 33.9% 10.2% 9.2% 7.7% 6.8% 27.0 x 24.4 21.4 x 20.7 1.3 x 1.2 13.7 x 13.4 18.8 x 18.9 _____________________ Source: Capital IQ. Figures and LTM as of March 31, 2015. Figures are as reported and have not been adjusted for recent acquisitions. Historical Performance Revenue 1.8x 1.6x 1.4x 1.2x 1.0x 0.8x 0.6x 0.4x 0.2x 0.0x 1.5x 1.2x 1.3x EBITDA 16.6x 18x 1.6x 1.2x 15x 1.2x 1.0x 12x Stock Performance 12.9x 12.4x 14.1x 13.2x 13.4x 115% 12.2x Retailers & Dis tributors 110% 100% 95% 6x 90% 85% 3x 2010 2011 2012 2013 2014 LTM 2015E 2015 HLCB 105% 9x 0x S&P 500 80% 2010 2011 2012 2013 2014 LTM 2015E 2015 75% Mar-14 May-14 Jul-14 Sep-14 Nov-14 Jan-15 Mar-15 _____________________ Source: Capital IQ. LTM as of March 31, 2015. Median multiples are based on enterprise values as of the end of the period indicated divided by the income statement figure for the period indicated. Robert W. Baird & Co. 16 Public Company Performance Craft Products Valuation & Operating Statistics 3/31/2015 ($ in millions except per share data) Ticker SAM BREW Company Name Boston Beer Co. Inc. Craft Brew Alliance, Inc. Nationality Price per Share United States United States $267.40 13.64 % of 52Week High Mean Median Enterprise Value Total Revenue 82.3% 76.2% $3,490.9 275.1 $903.0 200.0 79.3% 79.3% $1,883.0 1,883.0 Last Twelve Month Results Revenue Gross EBITDA Growth Profit % Margin % EBIT Margin % PE Ratio 2015E LTM Valuation Multiples Total Revenue EBITDA EBIT 2016E 14.7% 7.3% 51.5% 29.4% 20.3% 7.2% 16.4% 2.9% 35.2 x N/A 29.7 x 37.3 3.9 x 1.4 19.0 x 19.2 23.5 x 48.2 11.0% 11.0% 40.4% 40.4% 13.7% 13.7% 9.6% 9.6% 35.2 x 35.2 33.5 x 33.5 2.6 x 2.6 19.1 x 19.1 35.9 x 35.9 _____________________ Source: Capital IQ. Figures and LTM as of March 31, 2015. Figures are as reported and have not been adjusted for recent acquisitions. Historical Performance Revenue 2.9x 3.0x EBITDA 2.7x 2.6x 2.5x 2.0x 1.9x 1.7x 1.8x 1.5x 19.4x 19.1x 20x 15x 13.5x 11.5x 115% 16.7x 12.5x S&P 500 HLCB Craft Products 110% 105% 100% 95% 10x 1.0x 90% 5x 0.5x 0.0x 24.1x 25x 2.3x Stock Performance 2010 2011 2012 2013 2014 LTM 2015E 2015 0x 85% 80% 2010 2011 2012 2013 2014 LTM 2015E 2015 75% Mar-14 May-14 Jul-14 Sep-14 Nov-14 Jan-15 Mar-15 _____________________ Source: Capital IQ. LTM as of March 31, 2015. Median multiples are based on enterprise values as of the end of the period indicated divided by the income statement figure for the period indicated. Robert W. Baird & Co. 17 Public Company Performance Fitness Centers Valuation & Operating Statistics 3/31/2015 ($ in millions except per share data) Ticker ASX:AAD TSE:4801 BMV:SPORT S NYSE:LTM BSE:533200 NasdaqGM:CLUB Company Name Ardent Leisure Group Central Sports Co.,Ltd. Grupo Sports World, S.A.B. de C.V. Life Time Fitness Inc. Talwalkars Better Value Fitness Limited Town Sports International Holdings Inc. Nationality Price per Share Australia Japan Mexico United States India United States $1.71 18.60 1.48 70.96 5.94 6.81 Mean Median % of 52Week High Enterprise Value Total Revenue 64.2% 92.7% 85.1% 99.1% 90.7% 77.6% $971.8 292.6 130.8 4,016.2 191.2 457.0 $437.7 424.0 71.9 1,290.6 34.2 453.8 84.9% 87.9% $1,009.9 374.8 Last Twelve Month Results Revenue Gross EBITDA Growth Profit % Margin % PE Ratio EBIT Margin % 2015E 2016E LTM Valuation Multiples Total Revenue EBITDA EBIT (3.6% ) (9.7% ) 1.4% 5.2% 9.3% (2.8% ) 70.0% 11.5% N/A 44.9% 80.7% 57.5% 19.6% 8.8% 19.0% 28.9% 51.4% 11.6% 10.8% 5.7% 8.5% 17.8% 36.9% 1.2% 15.7 x N/A 21.0 21.5 17.2 N/A 13.5 x N/A 16.7 19.6 13.8 N/A 2.2 x 0.7 1.8 3.1 5.6 1.0 11.3 x 7.8 9.6 10.8 10.9 8.7 20.6 x 12.1 21.4 17.5 15.2 N/A (0.0%) (0.7%) 52.9% 57.5% 23.2% 19.3% 13.5% 9.6% 18.9 x 19.1 15.9 x 15.3 2.4 x 2.0 9.8 x 10.2 17.4 x 17.5 _____________________ Source: Capital IQ. Figures and LTM as of March 31, 2015. Figures are as reported and have not been adjusted for recent acquisitions. Historical Performance Revenue 2.4x 2.5x 2.0x 1.5x EBITDA 1.9x 1.8x 2.0x Stock Performance 12x 2.0x 2.0x 1.5x 10x 8x 8.0x 8.9x 7.6x 7.9x 9.0x 10.2x 9.8x 2x 0.0x 0x 2010 2011 2012 2013 2014 LTM 2015E 2015 HLCB Fitness Centers 125% 120% 110% 4x 0.5x S&P 500 115% 6x 1.0x 130% 105% 100% 95% 2010 2011 2012 2013 2014 LTM 2015E 2015 90% Mar-14 May-14 Jul-14 Sep-14 Nov-14 Jan-15 Mar-15 _____________________ Source: Capital IQ. LTM as of March 31, 2015. Median multiples are based on enterprise values as of the end of the period indicated divided by the income statement figure for the period indicated. Robert W. Baird & Co. 18 Public Company Performance Weight Management Valuation & Operating Statistics 3/31/2015 ($ in millions except per share data) Ticker NYSE:MED NasdaqGS:NTRI NYSE:WTW Company Name Medifast Inc. Nutrisystem, Inc. Weight Watchers International, Inc. Nationality Price per Share United States United States United States $29.97 19.98 6.99 % of 52Week High Mean Median Enterprise Value Total Revenue 83.1% 93.1% 23.4% $311.7 545.0 2,501.2 $285.3 403.1 1,479.9 66.5% 83.1% $1,119.3 545.0 Last Twelve Month Results Revenue Gross EBITDA Growth Profit % Margin % EBIT Margin % PE Ratio 2015E 2016E LTM Valuation Multiples Total Revenue EBITDA EBIT (17.9% ) 7.5% (9.9% ) 73.3% 50.6% 54.5% 15.0% 9.2% 24.4% 12.2% 7.3% 21.0% 16.3 x 25.5 11.7 14.4 x 21.1 12.9 1.1 x 1.4 1.7 7.3 x 14.7 6.9 8.9 x 18.6 8.0 (6.8%) (9.9%) 59.5% 54.5% 16.2% 15.0% 13.5% 12.2% 17.8 x 16.3 16.2 x 14.4 1.4 x 1.4 9.6 x 7.3 11.9 x 8.9 _____________________ Source: Capital IQ. Figures and LTM as of March 31, 2015. Figures are as reported and have not been adjusted for recent acquisitions. Historical Performance Revenue EBITDA 2.0x 12x 1.6x 1.5x 1.0x 1.2x 0.8x 1.3x 1.4x 1.2x 1.0x 9x 10.8x 8.8x Stock Performance 10.6x 9.9x 8.0x 130% 8.7x 7.3x S&P 500 HLCB Weight Management 125% 120% 115% 6x 110% 105% 0.5x 3x 100% 95% 0.0x 2010 2011 2012 2013 2014 LTM 2015E 2015 0x 90% 2010 2011 2012 2013 2014 LTM 2015E 2015 85% Mar-14 May-14 Jul-14 Sep-14 Nov-14 Jan-15 Mar-15 _____________________ Source: Capital IQ. LTM as of March 31, 2015. Median multiples are based on enterprise values as of the end of the period indicated divided by the income statement figure for the period indicated. Robert W. Baird & Co. 19 Same-Store Sales Performance Health & Wellness Retailers & Distributors 10% 8.5% 6.2% 4.5% 5% 3.0% 1.7% 0% (5%) Sprouts Famers Market, Natural Grocers by Vitamin Whole Foods Market, Inc. Inc. Cottage, Inc. The Fresh Market, Inc. Vitamin Shoppe, Inc. (3.0% ) GNC Holdings Inc. _____________________ Source: Capital IQ. Same-Store Sales Performance for Calendar Year Q4. Fitness Centers 15% 10% 10.2% 9.3% 5% 0.6% 0% (5%) Talwalkers Better Value Fitness Limited Ardent Leisure Group Life Time Fitness Inc. (3.9% ) Town Sports International Holdings Inc. _____________________ Source: Capital IQ. Same-Store Sales Performance for Calendar Year Q4. Robert W. Baird & Co. 20 Equity Capital Markets Overview Equity Market Commentary • The S&P 500, Dow Jones and Nasdaq all fell in March, while the Russell 2000 was the only major index to end the month in positive territory - • Healthcare was the sole S&P sector to move higher, ending the month up 0.8%, while materials was the biggest laggard, falling 5.0% During Q1, the Dow Jones recorded the most daily swings of 1% or more since the fourth quarter of 2011; the increase in volatility occurred despite below-average volume for the quarter Broader Equity Markets 220.0% 200.0% 180.0% 160.0% 140.0% 120.0% 100.0% 80.0% 60.0% 40.0% 20.0% Dec-06 NASDAQ Russell 2000 S&P 500 DJIA S&P 500 NASDAQ Russell 2000 Jan-09 Feb-11 DJIA March '15 (2.0%) (1.7%) (1.3%) 1.6% 2015 (0.3%) 0.4% 3.5% 4.0% Mar-15 Mar-13 _____________________ Source: FactSet. As of March 31, 2015. IPO Market Commentary • • • The IPO market was quiet, with 8 IPOs pricing in March, raising $1.5 billion; this brings the Q1 total to 30 IPOs raising $5.6 billion, compared to 68 IPOs raising $12.1 billion in Q1 2014 Demand for IPOs during Q1 was strong, with 30% pricing above their filing range, compared to 18% during Q1 2014 Given the backdrop of elevated volatility, aftermarket performance in Q1 has pulled back, with average offer to 1-day and offer to 30-day at 12.2% and 18.5% respectively, compared to 19.4% and 33.4% during the same 2014 period Monthly IPO Pricing Activity 36 30 30 30 33 27 24 26 22 26 Average = 20 18 16 12 14 13 9 9 8 6 0 Mar- Apr- May- Jun14 14 14 14 Jul14 Aug- Sep- Oct- Nov- Dec- Jan- Feb- Mar14 14 14 14 14 15 15 15 _____________________ Source: Dealogic. As of March 31, 2015. Excludes Closed End Funds and deals under $15 million. Follow-on Market Commentary • • • Driven by Healthcare, Energy and Financial Services, March was a record month, as 102 offerings priced, raising $37.1 billion, bringing the YTD total to 227 offerings The median file-to-offer discount declined for a second consecutive month to 3.5%, bringing the YTD median to 4.1%, the same level seen in all of 2014 Bought deals were extremely prevalent in March, as 42% of all follow-on offerings were bought deals, compared to 15% last month and 25% for 2014 Monthly Follow-on Pricing Activity 120 100 102 90 80 60 72 68 51 40 Average = 60 63 50 31 58 57 31 67 38 20 0 Mar- Apr- May- Jun14 14 14 14 Jul- Aug- Sep- Oct- Nov- Dec- Jan- Feb- Mar14 14 14 14 14 14 15 15 15 _____________________ Source: Dealogic. As of March 31, 2015. Excludes Closed End Funds and deals under $15 million. Robert W. Baird & Co. 21 Recently Priced IPOs IPO Valuation Statistics: 2010 – YTD 2015 (In millions, except per share data) Median of Precedents Valuation Data Sector Natural/ Organic & Functional Health & Wellness Retailer Healthy Living Packaged Foods Health & Wellness Retailer Health & Wellness Retailer Health & Wellness Retailer - IPO Date 7-Nov-14 31-Jul-13 25-Oct-12 24-Jul-12 31-Mar-11 4-Nov-10 - $12.00 - 14.00 $14.00 - 16.00 $14.00 - 16.00 $13.00 - 15.00 $15.00 - 17.00 $18.00 - 20.00 - IPO Price $15.00 $18.00 $17.00 $15.00 $16.00 $22.00 - Post-Deal Market Cap. $500.4 $2,635.8 $2,941.0 $335.2 $1,656.8 $1,055.8 $1,356.3 31-Dec-13 31-Dec-13 31-Dec-12 31-Dec-11 31-Dec-11 - Initial Filing Range Forward Year Ending Long-term EPS Growth 30.0% 25.4% 17.3% 21.5% 11.9% 14.0% 19.4% P/E - Forward Year at Pricing 73.2x 32.7x 23.6x 32.6x 13.0x 21.4x 28.1x PEG - at Pricing 2.44x 1.09x 1.35x 1.16x 0.87x 0.97x 1.1x P/E - NTM 191.6x 40.1x 40.1x 40.9x 15.6x 21.9x 40.1x EV/EBITDA - NTM 16.6x 17.6x 18.8x 13.0x 10.4x 9.0x 14.8x $74.2 $2,071.2 $2,157.6 $316.6 $1,822.2 $940.7 ($34.4) $36.3 $117.6 $7.8 $96.6 $38.0 Operating Data LTM Revenue at Pricing LTM Net Income at Pricing $1,381.5 $37.1 Aftermarket Performance Offer to 1 Day 27.4% 122.8% (1.5%) 19.1% 4.7% 46.0% 23.3% Offer to 1 Month 12.5% 105.3% (6.2%) 30.5% 19.1% 73.6% 24.8% Offer to Current 29.5% 95.7% 160.8% 84.1% 206.7% 84.7% 90.2% _____________________ Source: Capital IQ, company filings and Wall Street research. As of March 31, 2015. Robert W. Baird & Co. 22 Baird’s Healthy Lifestyle and Craft Beer Transaction Experience * * Undisclosed Value Undisclosed Value $257,500,000 A Portfolio Company of * Preferred Equity $68,900,000 Common Stock Private Placement Initial Public Offering Undisclosed Value Undisclosed Value Inv estment in Sale to A Portfolio Company of Sale of 30% stake to Sale to Financing Undisclosed Value $179,687,505 Common Stock $491,280,000 Common Stock Initial Public Offering Initial Public Offering $1,400,000,000 Sale to $147,857,145 Common Stock $77,500,000 Common Stock Initial Public Offering Follow-on Offering * * $49,400,000 Common Stock Initial Public Offering * Undisclosed Value Undisclosed Value Undisclosed Value A Portfolio Company of Acquisition of 48% of Minority Investment in Sale to $190,000,000 Undisclosed Value Undisclosed Value Undisclosed Value * * A Portfolio Company of Acquisition of Alliance with Sale to $150,000,000 Common Stock Initial Public Offering Undisclosed Value $168,536,548 Common Stock $210,205,224 Common Stock $177,828,296 Common Stock Follow-on Offering Follow-on Offering Initial Public Offering Sale to $100,624,980 Common Stock Initial Public Offering _____________________ Note: The transactions noted were selected for their relevance and are not indicative of all Baird transactions. Asterisk indicates a transaction executed by senior Baird team members at prior firms dating back to 1995. Please visit www.rwbaird.com/investment-banking for a complete list of Baird’s transactions. Robert W. Baird & Co. 23 Global Investment Banking Contact List Brian S. Doyal Brian P. McDonagh Rodney L. Jones-Tyson Richard F. Waid C.H. Randolph Lyon Co-Head of Global Investment Banking +1.312.609.4916 [email protected] Co-Head of Global Investment Banking +1.704.553.6611 [email protected] Managing Director Chief Operating Officer +1.312.609.4984 [email protected] Vice Chairman +1.404.264.2210 [email protected] Vice Chairman +1.312.609.4931 [email protected] Technology & Services Peter S. Kies Managing Director Head of Technology & Services Investment Banking +1.414.765.7262 [email protected] Stephen B. Guy Managing Director +1.414.765.7247 [email protected] Christopher W. Hildreth Managing Director +1.312.609.4937 [email protected] Michael Horwitz Managing Director +1.415.627.3284 [email protected] John R. Lanza Managing Director +1.414.298.7669 [email protected] Mike Magluilo Managing Director +1.303.551.4673 [email protected] John Moriarty Managing Director +1.650.424.3811 [email protected] Kiran Paruchuru Managing Director +1.414.298.7642 [email protected] Breton A. Schoch Managing Director +1.312.609.4965 [email protected] Andrew K. Snow Managing Director +1.312.609.4972 [email protected] Ross W. Williams Managing Director +1.414.298.6235 [email protected] Daniel M. Alfe Director +1.312.609.4922 [email protected] Peter Augar Director +44.207.667.8263 [email protected] . Industrial Consumer Healthcare Paul T. Rogalski Managing Director Head of Industrial Investment Banking +1.312.609.4912 [email protected] Brian P. McDonagh Managing Director Head of Consumer Investment Banking +1.704.553.6611 [email protected] Brian S. Doyal Managing Director Head of Healthcare Investment Banking +1.312.609.4916 [email protected] Christopher C. McMahon Managing Director Head of Global M&A +1.312.609.4983 [email protected] Andrew Martin Managing Director +1.704.553.6615 [email protected] Rob Andrews Managing Director +1.312.609.5489 [email protected] Nicholas Pavlidis Managing Director +1.312.609.4977 [email protected] Benjamin A. Brown Managing Director +1.414.298.7013 [email protected] Brian P. McDonagh Managing Director Co-Head of Global M&A +1.704.553.6611 [email protected] Justin T. Albert Managing Director +1.303.270.6381 [email protected] Joel A. Cohen Managing Director +1.312.609.4924 [email protected] Christopher R. Cooper Managing Director +1.704.553.6610 [email protected] Adam W. Czaia Managing Director +1.414.298.7358 [email protected] Stephen B. Guy Managing Director +1.414.765.7247 [email protected] Jason P. Kliewer Managing Director +1.813.273.8242 [email protected] Thomas E. Lange Managing Director +1.813.273.8248 [email protected] Michael Lindemann Managing Director +1.414.298.7408 [email protected] Joseph T. Packee Managing Director +1.414.298.7644 [email protected] Trisha K. Renner Managing Director +1.303.270.6347 [email protected] Jordan Klein Director +1.312.609.4978 [email protected] Christian Colucci Director +1.312.609.4475 [email protected] John Sun Director +44.207.667.8224 [email protected] Yong-Jae Kim Director +1.312.609.4939 [email protected] Joe Pellegrini Managing Director +1.704.553.6612 [email protected] Kurt M. Roth Managing Director +1.312.609.4689 [email protected] Christopher J. Sciortino Managing Director +1.312.609.4923 [email protected] Katie J. Melzer Director +1.415.627.3272 [email protected] Robert Rosenfeld Director +1.312.609.4971 [email protected] Matt Tingler Director +1.312.609.4470 [email protected] Maria Watts Director +1.312.609.4743 [email protected] Real Estate Steven Goldberg Managing Director +1.703.918.7808 [email protected] James O’Brien Managing Director +1.703.918.7814 [email protected] Jeff Rogatz Managing Director +1.703.918.7823 [email protected] Adam Lefkowitz Director +1.703.918.7817 [email protected] Tom O’Hare Director +1.202.303.1811 [email protected] Ryan Mausehund Managing Director +1.650.858.3817 [email protected] David S. Schechner Managing Director +1.617.426.5424 [email protected] Bill Suddath Managing Director +1.404.264.2222 [email protected] Manish Gupta Director +1.414.765.3802 [email protected] Chad W. Moore, CPA, CFA Director +1.312.609.5475 [email protected] Energy Richard F. Waid Vice Chairman +1.404.264.2210 [email protected] Curtis Goot Managing Director +1.314.445.6540 [email protected] John R. Lanza Managing Director +1.414.298.7669 [email protected] Frank Murphy Managing Director +1.314.445.6532 [email protected] Nick Alfermann Director +1.314.445.6531 [email protected] Kjell Lundal Director +1.314.445.6533 [email protected] Financial Services Mark C. Micklem Managing Director +1.703.821.5787 [email protected] Paul Egge Director +1.202.303.1816 [email protected] Financial Sponsors Debt Advisory C. Christopher Coetzee Managing Director +1.312.609.4913 [email protected] Howard P. Lanser Managing Director +1.312.609.5478 [email protected] Leslie Cheek IV Managing Director +1.617.426.5789 [email protected] Paul Bail Managing Director +44.207.667.8271 [email protected] Vinay Ghai Managing Director +44.207.667.8225 [email protected] Thomas W. Lacy Managing Director +1.414.298.7648 [email protected] John Moriarty Managing Director +1.650.424.3811 [email protected] Jeffrey M. Seaman Managing Director +1.312.609.4687 [email protected] David M. Wierman Managing Director +1.404.264.2211 [email protected] Mergers & Acquisitions Christopher C. McMahon Managing Director Head of Global M&A +1.312.609.4983 [email protected] Brian P. McDonagh Managing Director Co-Head of Global M&A +1.704.553.6611 [email protected] Owen L. Hart Managing Director +1.415.627.3273 [email protected] Howard P. Lanser Managing Director +1.312.609.5478 [email protected] Satoshi Matsumoto Managing Director Director of Japan M&A +1.312.609.5446 [email protected] J. David Cumberland, CFA Director, M&A Research +1.312.609.5429 [email protected] Equity Capital Markets Greg Ingram Managing Director +1.415.627.3279 [email protected] Lance R. Lange Managing Director +1.414.765.7079 [email protected] Europe London† David M. Silver Managing Director Head of European Investment Banking +44.207.667.8216 [email protected] John A. Fordham Chairman of Baird International +44.207.667.8438 [email protected] Paul Bail Managing Director +44.207.667.8271 [email protected] Vinay Ghai Managing Director +44.207.667.8225 [email protected] Jonathan Harrison Managing Director +44.207.667.8414 [email protected] Nicholas R. Sealy Managing Director +44.207.667.8370 [email protected] Martin Luen Director +44.207.667.8381 [email protected] Frankfurt Joachim Beickler Managing Director +49.69.13.01.49.51 [email protected] Michael Wolff Managing Director +49.69.13.01.49.49 [email protected] Sven Harmsen Director +49.69.13.01.49.56 [email protected] Asia Shanghai Anthony Siu Managing Director Head of Asia Investment Banking +86.21.6182.0980 [email protected] Gary R. Placek Managing Director +1.414.765.3611 [email protected] Ryan Engelhardt Director +1.414.298.2637 [email protected] † Robert W. Baird Limited is authorized and regulated by the Financial Conduct Authority. Robert W. Baird & Co. 24 Appendix – Disclaimers and Other Disclosures DISCLAIMERS This is not a complete analysis of every material fact regarding any company, industry or security. The opinions expressed here reflect our judgment at this date and are subject to change. The information has been obtained from sources we consider to be reliable, but we cannot guarantee the accuracy. ADDITIONAL INFORMATION ON COMPANIES MENTIONED HEREIN IS AVAILABLE UPON REQUEST The Dow Jones Industrial Average, S&P 500, S&P 400 and Russell 2000 are unmanaged common stock indices used to measure and report performance of various sectors of the stock market; direct investment in indices is not available. Baird is exempt from the requirement to hold an Australian financial services license. Baird is regulated by the United States Securities and Exchange Commission, FINRA, and various other self-regulatory organizations and those laws and regulations may differ from Australian laws. This report has been prepared in accordance with the laws and regulations governing United States broker-dealers and not Australian laws. Copyright 2015 Robert W. Baird & Co. Incorporated. No part of this publication may be reproduced or distributed in any form or by any means without our prior written approval. However, you may download one copy of the information for your personal, non-commercial viewing only, provided that you do not remove or alter any trade mark, copyright or other proprietary notice. OTHER DISCLOSURES UK disclosure requirements for the purpose of distributing this report into the UK and other countries for which Robert W Baird Limited holds an ISD passport. This report is for distribution into the United Kingdom only to persons who fall within Article 19 or Article 49(2) of the Financial Services and Markets Act 2000 (financial promotion) order 2001 being persons who are investment professionals and may not be distributed to private clients. Issued in the United Kingdom by Robert W Baird Limited, which has offices at Finsbury Circus House 15 Finsbury Circus, London, EC2M 7EB, and is a company authorized and regulated by the Financial Conduct Authority. Robert W Baird Limited ("RWBL") is exempt from the requirement to hold an Australian financial services license. RWBL is regulated by the Financial Conduct Authority ("FCA") under UK laws and those laws may differ from Australian laws. This document has been prepared in accordance with FCA requirements and not Australian laws. Robert W. Baird & Co. 25 Robert W. Baird & Co. www.rwbaird.com 800.RW.BAIRD Equity Capital Markets and Private Equity Office Locations Atlanta One Buckhead Plaza 3060 Peachtree Road Suite 1815 Atlanta, GA 30305 London* Finsbury Circus House 15 Finsbury Circus London EC2M 7EB UK Boston One Post Office Square Suite 3617 Boston, MA 02109 Milwaukee 777 East Wisconsin Avenue Milwaukee, WI 53202 St. Louis 8000 Maryland Avenue Suite 500 St. Louis, MO 63105 Nashville 2525 West End Avenue Suite 1000 Nashville, TN 37203 Stamford 100 First Stamford Place 3rd Floor Stamford, CT 06902 New York City 3 Rockefeller Plaza 610 Fifth Avenue New York, NY 10020 Tampa 3000 Bayport Drive Suite 760 Tampa, FL 33607 Palo Alto 1661 Page Mill Road Suite A Palo Alto, CA 94304 Washington, D.C. 1717 K Street NW Suite 910 Washington, DC 20006 Boulder One Boulder Plaza 1301 Canyon Boulevard – Suite 220 Boulder, CO 80302 Charlotte 6000 Fairview Road Suite 1100 Charlotte, NC 28210 Chicago 227 West Monroe Street Suite 2100 Chicago, IL 60606 Denver 210 University Boulevard Suite 700 Denver, CO 80206 Frankfurt* Neue Mainzer Strasse 28 60311 Frankfurt Germany Shanghai* Rm 42-022, 42/F, Hang Seng Bank Tower No.1000 Lujiazui Ring Road Pudong Shanghai 200120, China San Francisco 50 California Street Suite 450 San Francisco, CA 94111 555 California Street Suite 4900 San Francisco, CA 94104 *Baird and its operating affiliates have offices in the United States, Europe and Asia. Robert W. Baird & Co. Incorporated. Member SIPC. Robert W. Baird Ltd. and Baird Capital Partners Europe are authorized and regulated in the UK by the Financial Conduct Authority. ©2015 Robert W. Baird & Co. Incorporated.