Welcome to Our Inaugural Issue of The Intrepid Foodie
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Fall Report 2020 Welcome to Our Inaugural Issue of The Intrepid Foodie intrepidib.com | Mergers & Acquisitions | Capital Markets | Strategic Advisory | A subsidiary of MUFG Union Bank 11755 Wilshire Blvd., 22nd Floor, Los Angeles, CA 90025 T 310.478.9000 Member FINRA/SIPC
Welcome to Our Inaugural Issue of The Intrepid Foodie Welcome to the first edition of Intrepid’s Food, Beverage & Agriculture (FBA) quarterly industry report. When I joined Intrepid in the fall of 2019 to head up the FBA practice, I could have never guessed what a rollercoaster of a year it would be. Despite COVID, I am very pleased with the progress we have made, which includes staffing up a dedicated four-person team, signing multiple engagements, penning articles, and partnering with our MUFG and Union Bank colleagues to bring the full capabilities of a global financial organization to our clients. This summer provided us an opportunity to catch our breath and get ready to launch our inaugural industry report. There are plenty of services that aggregate articles and newsletters chock full of industry trading statistics and deal lists (we have that too – see our link to request our data book at the end of the report); however, we are striving to provide you with thoughtful content that reflects in-depth perspectives on the trends impacting our industry. These are our perspectives and insights and we hope they stimulate ideas and maybe even prompt some debates. As the summer wore on, the opportunity to catch our breath quickly vanished as market activity ramped back up. The combination of pent up demand from the initial slowdown and the threat of changing tax laws have led to such a strong rebound in deal flow that some deal makers are saying they are as busy as they have been in recent memory. Heading into the close of 2020 and beyond, the M&A markets remain highly active across multiple industries and the FBA sector in particular is seeing renewed interest. We expect the market to remain fluid but highly active for the foreseeable future and we are always here to help you navigate through it. Mike Seccuro | Managing Director Inside the Fall Issue Deal of the Quarter Vital Farms reopened the IPO market for food and beverage with an eye-popping valuation and performance. Is this a longer-term trend? What should companies consider in evaluating whether to go public? Commodity Corner Turkey, the other, other white meat, is chicken’s less popular cousin. With Thanksgiving around the corner and production restraints, this category is turning the corner and poised for possible recovery in 2021. What are the prospects for turkey to break out of its historical range of consumption? Observations from the Aisle The debate over dairy continues and plant-based alternatives push beyond milk into other product forms. Beyond hard seltzers. What’s next? More sophisticated palates and consumers are looking for something more than White Claw. What We Are Reading and Watching American Pickle: film review The Algebra of Happiness: book review intrepidib.com | Mergers & Acquisitions | Capital Markets | Strategic Advisory | A subsidiary of MUFG Union Bank 11755 Wilshire Blvd., 22nd Floor, Los Angeles, CA 90025 T 310.478.9000 Member FINRA/SIPC
“Food feeds our souls. It is the single great unifier across all cultures. The table offers a sanctuary and a place to come together for unity and understanding.” – Lidia Bastianich, Critically-Acclaimed Chef, Restaurateur, TV Personality and Eataly USA Partner intrepidib.com ● 2
Deal of the Quarter – Fall 2020 Highlighting the Public Market’s Desire for Stories it Can Understand in a Defensive Sector…All While Playing the “Socially Conscious” Angle Against a COVID-19 Backdrop On August 4, 2020, Vital Farms closed an IPO selling 10.7 million shares(1) at an initial price of $22 per share, up from a filing range of $15 to $17 per share. Vital Farms is a Certified B Corporation and is the leading U.S. brand of pasture-raised eggs and butter by retail dollar sales with current distribution in approximately 13,000 stores nationwide. The company had net sales of $182.4 million during the LTM June 2020 period and a net sales CAGR of 36.5% (2015 - LTM June 2020). Of the 10.7 million shares sold, 5 million were primary shares ($110.9 million of gross proceeds) for general corporate purposes including ~$15.0 million of net proceeds to fund the expansion of its Egg Central Station processing operation in Springfield, Mo. Importantly, the offering was also comprised of 5.7 15.0x million secondary shares (53% of offering) providing 11.7x $124.5 million of liquidity to selling shareholders 12.0x 11.1x including 1.4 million of shares (or $30.7 million of 9.0x gross proceeds) attributable to the underwriters’ 5.7x 4.9x 4.9x option to purchase additional shares from existing 6.0x 4.0x 3.5x 3.1x 2.6x 2.5x shareholders. The financing saw significant success 3.0x 1.2x reaching a share price of $34.56 as of 10/30/2020 0.0x for a market capitalization of ~$1.4 billion. With Vital ick ilk y el ds z t s s s et ea le nd he m od y G orm M l-‐M Foo hp m de ar Farms trading at 5.7x 2021 revenues, the stock is M rs ra Fo or a2 es l F on He g B H nd d ne cC Fr ta oo M yo in M ai Vi priced for perfection with significant growth rates llR Be Be pl Ca Sim implied (see figure A). Figure A: EV / 2021P Revenue Intrepid Observations As the first food and beverage IPO since Beyond Meat in August 2019 and Bell Ring Brands in October 2019, Vital Farms shows the continued viability of emerging growth brands as public company stories and an alternative exit vehicle to a sale of the company to strategic buyers or private equity. Of particular note is the market’s receptivity to a brand play in what is generally considered a commodity sector– eggs. While Vital Farms focuses on pasture-raised eggs instead of those from hens raised in caged or cage-free environments, it lacks the proprietary, science-based nature of Beyond Meat or the unique value-added product attributes of Bell Ring or Freshpet. Vital Farm’s consistent growth and 30%-plus gross margins helped to establish the brand’s value and separate the business from other agricultural commodity players (e.g., top egg producer Cal-Maine Foods – NASDAQ: CALM). Sources: Company filings and S&P Capital IQ. Note: (1) Includes 1.4 million shares sold pursuant to the exercise of the underwriters’ option to purchase additional shares of common stock from existing shareholders. intrepidib.com ● 3
Deal of the Quarter – Fall 2020 (cont’d) However, we believe the market is underestimating several potential challenges: Difficulty scaling pasture-raised egg production supply chain. According to our discussions with industry sources, there are very few producers/aggregators of supply in scale and typical farmer flock sizes are 20,000 hens on 50 acres and geography limited to the “pasture belt” (see figure B). In addition, farmers need to spend approximately $1 million for infrastructure and hens in a typical flock (not including the 50 acres of land). Competition from private label. With the pasture-raised standard relatively defined (108 sq. ft. per hen), private label can provide a similar value proposition to the Vital Farms branded product. Supply Figure B: Vital Farms Production Map availability and market size relative to conventional or even cage-free, have been limiting factors to more greater retailer focus on private label in the pasture-raised category. We believe this market will develop similarly to categories like organic milk, where a vibrant private label market exists. Reliance on new products to drive growth. Vital Farms discusses in its prospectus and roadshow entering refrigerated value- added dairy products to drive continued growth. Currently, it points to the recent launch of egg bites as an example of this innovation strategy. However, new product launches are not without risk. Even in egg bites, Vital Farms enters a market with competitors such as Organic Valley and Three Bridges which has significant business with Costco and is expanding in grocery. To IPO or Not to IPO? With the Vital Farms valuation, many emerging food brands that have not considered an IPO in the past will likely view this route as a viable path to liquidity. Companies considering an IPO should carefully evaluate whether they have the characteristics to execute it successfully and the implications of such a strategy. Key company characteristics investors look for: Demonstrated top line growth Large and growing total addressable market (TAM) Business models with visibility and predictability Companies reaching inflection points in business model and margins at/or right before IPO occurs Validation provided by marquee investors Infrastructure (e.g., management team, financial controls) necessary to be a public company A successful launch is critical in an IPO but is just the beginning for a company entering the spotlight. Sources: Company filings and S&P Capital IQ. intrepidib.com ● 4
Deal of the Quarter – Fall 2020 (cont’d) Additional Considerations include: Path to monetization will not end with IPO and will likely require multiple follow-on equity offerings, which are based on continued superior execution, supportive market conditions and offering size Limitations based on average daily trading volume and company market capitalization Life in a fishbowl along with a greater focus on short-term quarter-to-quarter performance–missing a quarter can be tough to recover from Increased vulnerability to activists, litigation and unsolicited take-overs IPOs, however, can be a good fit in certain circumstances, especially where the valuation advantage may be significant. Such situations include: Various shareholders with different desires and expectations for liquidity Need for a public equity currency for future capital needs, acquisitions and employee recruiting/retention Potentially significant branding and legacy opportunity Double-dip opportunity to establish a valuation and see subsequent acquisition at a premium (this has been quite common with multiple recent examples–Annie’s, Blue Buffalo, Amplify Snack Brands) Commodity Corner Industry is Turning the Corner and Poised for Recovery Heading into 2021 As the only major livestock product native to North America, turkey is uniquely American (U.S. is the largest global producer) and was even suggested by Ben Franklin to be the national bird. Indeed, the annual turkey pardon at the White House has been an industry tradition around Thanksgiving since 1947 beginning with President Harry S. Truman. The turkey industry for years has been on a quest to increase consumption and usage occasions beyond the traditional seasonal whole bird market which is now just under 30% of turkey consumption, according to the U.S. Poultry & Egg Association. Beyond the whole bird market, intrepidib.com ● 5
Commodity Corner (cont’d) the most popular product forms include deli meat, ground turkey and 125 100 turkey patties as well as turkey bacon and sausage. However, with all 75 50 the innovation over the last few decades, per capita consumption lags 25 well below chicken at 16 pounds versus 96.5 pounds. Consumption 0 1976 1978 1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 levels have been relatively constant versus the growth seen in chicken and declines seen in beef (see figure C). Much of this gap has to do with Beef Pork Chicken Turkey turkey’s more limited foodservice penetration (i.e., the ubiquitous chicken Figure C: Per Capita Consumption (in pounds) nuggets, sandwiches and buckets). The birds most often consumed as whole birds are hens which average from 8 to 16 pounds, are produced throughout the year and frozen for the holiday season. If you are having fresh turkey for holiday dinner that bird was grown starting 10 weeks or so prior to being processed and sent to store shelves. Toms or male turkeys range from 16 pounds to 20 pounds and are often processed into turkey sausage, turkey franks, tenderloins, cutlets and deli meats. Typically, turkey prices reach their peak leading up to the Thanksgiving holiday season. With hatchery and production indicating supplies will be tighter during the holiday season, prices are likely to keep pushing higher for whole birds. Holiday demand for whole birds may be tricky to pinpoint ahead of the season with many consumers re-thinking those gatherings. Figure D: Turkey Prices (cents per pound) Available turkey supplies are already showing indications that they will easily be lower than last year based on: (i) the declining number of eggs in incubators over the last several months; and (ii) lower poults hatched and placed in August. If consumer demand for turkey during the holiday season remains similar to prior years, there is potential for prices to rise. Turkey prices throughout 2020 are well ahead of historical averages and mostly above levels seen in 2019 based on reduced supply and poult placements (see figure D and figure E). Figure E: Turkey Production (mil. pounds) While the whole bird market is moving in the right direction, 2020 wasn't without its struggles for the turkey industry especially as it relates to foodservice and deli meat demand which has pushed both tom breast and thigh meat prices down through the summer. However, August showed meaningful declines in cold storage inventories across breast and thigh meat, which bodes well for 2021 when coupled with supply/production restraints. Longer- term, turkey is on trend with consumers’ desire for lean healthy proteins and a continued focus on integration of turkey at breakfast or in snacks (jerky, sticks) and possibly with some value-added innovation as an alternative to the chicken breast as a year round center-of-plate item could help turkey break out of its historical limited growth profile. Sources: USDA, the Wall Street Journal and Urner Berry. intrepidib.com ● 6
Observations from the Aisle The Dairy vs. Anti-Dairy Movement - Animal Free Innovation Continues to Flood the Market The anti-dairy movement continues to gain traction despite the surge in dairy milk sales during the COVID-19 pandemic. The dairy industry brought back the "got milk" marketing program and has seen innovation (e.g. high protein) from brands such as Fairlife and a2 Milk. While the dairy industry claims that the dairy-free movement isn’t a threat to their market share, dairy consumption has declined in recent years and plant-based alternatives continue to grow. Non- dairy products have successfully penetrated a variety of dairy categories outside of milk including cheese, yogurt, pudding, ice cream, creamers and butter. Knowing that consumers desire healthy, environmentally conscious, animal free options but don’t necessarily want to give up on taste or texture, brands have focused on innovative dairy free products that have the look and feel of dairy without actually containing it. Brave Robot, an animal-free ice cream brand, incorporates manufactured whey and casein into its products via fermentation – simulating the same texture and quality of dairy without the cow. Noops, an organic oat milk pudding brand, is bringing plant-based ingredients to a largely stagnant dessert category while maintaining the flavor and texture that so many consumers love. Hard Seltzers Have Taken the Market by Storm, but Competition Quickly Followed It is a trend none of us could have missed. The hard seltzer category has absolutely exploded in growth over the past several years having grown from approximately $40 million in U.S. market size in 2016 to over $1 billion in 2019 and it is expected to reach $2.5 billion by 2021, according to T4 Labs. Growth in the hard seltzer market has been fueled by the U.S. consumers’ increasing focus on flavor and demand for lower calorie, healthier options – two key elements of most hard seltzer options. Hard seltzers have especially taken market share from beer as they are often a gluten and grain-free option with similar alcohol content. As hard seltzers led by market leader White Claw have seen tremendous success and growth, several other alternative alcoholic beverages have entered the market targeting a similar consumer. We have started to see several newer brands on shelf including Babe Rose (canned wine), Booch Kraft (hard kombucha), Cutwater Spirits (canned premixed cocktails), Jiant (hard kombucha), Owl’s Brew (boozy tea), and Underwood (multiple varieties of canned wine) among others. Products like hard kombucha, canned wine, premixed cocktails and boozy teas are becoming increasingly prevalent on shelf and once again combine a healthier brand positioning and the convenience of being sold in canned or bottled form. While all of these products potentially pose a threat to hard seltzer, there remains meaningful room for growth for the overall healthier alternative beverages market to grow in the $250+ billion U.S. alcohol market, according to bw166. intrepidib.com ● 7
What We Are Reading and Watching An American Pickle – Review by Ana Alvarenga (Analyst) The next time you are in a pickle and in need of a welcomed distraction, here is a movie for you: An American Pickle directed by Brandon Trost and starring Seth Rogen. The feature film tells the unusual story of Herschel Greenbaum, a poor Jewish ditchdigger from Eastern Europe, who after a raid in his village decides to immigrate to the U.S. in search of the American dream. He arrives in Brooklyn in 1919 and gets a job at a pickle factory. In a work accident, Herschel falls into a pickling vat and is left for dead in the brine. After a century, he is found perfectly healthy and without having aged a day. He is connected to his only living relative, his great grandson Ben Greenbaum, also played by Seth Rogen. The family reunion starts well, however, the generational and cultural divide leads the main characters to a heated feud. During the course of the action, the two men engage on some hilarious comic bits, poking fun both at Herschel (the fish-out-of-water) and Ben (the hipster Brooklynite). An American Pickle overall is an entertaining and engaging feature. While a satire of Millennials and Gen Z and their constant search for the next “insta-worthy” food trend, the film also illustrates the venture capital world and direct-to- consumer businesses – two aspects of the food and beverage industry that have become so common in recent years. “The Algebra of Happiness” - Review by Mike Seccuro (Managing Director) As I prepared this summer to take my first child to her first year of college at my alma mater, University of Virginia, I reflected on my own experiences and the decisions that took me to Wall Street. The business world and Wall Street are very different today than they were in the early 90’s when I attendedthe University of Virginia and in the go-go 80’s when I was first thinking about a career in finance. A few months ago, I was introduced to a YouTube video by NYU professor (and, like me, a former investment banker at Morgan Stanley) Scott Galloway called the The Algebra of Happiness. He is better known for his book The Four: The Hidden DNA of Amazon, Apple, Facebook, and Google, a viral email to one of his tardy students and some of his more outspoken predications and twitter presence. Turns out The Algebra of Happiness was expanded into a book, which I read and found really moving at this time in my life having lost a parent, being more on the back nine versus the front nine of life and being in the midst of the pandemic. I gave the book to my daughter after graduation this summer and hope she takes it to heart in how she approaches her life. I wish I would have read something similar or had similar epiphanies at her age around issues like work- life balance, personal finances, marriage/relationships, kids, death/dying, and growing old. It’s a quick read with an entertaining style as you can see from the YouTube video. intrepidib.com ● 8
Deal Announcements Advisor to the leader in better-for-you contract beverage manufacturing Operates in fast-growing categories: kombucha, alkaline water, sports drinks and functional beverages has received a growth investment from Trusted partner to many of the largest and best-known beverage brands and big-box retailers Advisor to Unix-WGP Packaging Intrepid Investment Bankers featured in LABJ’s Food & Beverage Roundtable “The food and beverage industry as a whole should continue to outperform most sectors as food remains an essential need for all consumers.” - Mike Seccuro, Managing Director Link to full article. Food, Beverage & Agriculture Databook Intrepid’s Food, Beverage & Agriculture Databook includes robust industry statistics, commentary on macroeconomic trends and the latest on the most notable acquisitions and investments in the industry. Please sign up to receive the Intrepid databook when it becomes available, click here Intrepid’s Food, Beverage & Agriculture Databook intrepidib.com ● 9
Food, Beverage & Agriculture Team Mike Seccuro Brian Levin Patrick Khang Ana Alvarenga Managing Director Director Associate Analyst mseccuro@intrepidib.com blevin@intrepidib.com pkhang@intrepidib.com How Intrepid Can Help Mergers Mergers && Acquisitions Mergers Acquistions & Acquisitions Capital Capital Capital Raising Raising Raising Advisory Advisory Advisory Leading Advisory Services ● Bespoke private capital ● Senior team advised on situations are our specialty over 350 transactions Agriculture & Processing Consumer Packaged Goods Retail & Foodservice Full Coverage Across the ● Agricultural Inputs ● Branded Food & Beverage ● Distribution Value Chain ● Grains & Commodities ● Private Label ● Grocery ● Produce ● Contract Manufacturing ● Restaurants ● Protein & Seafood ● Nutritional Supplements ● Network of industry and private equity contacts developed over 20-plus career in Extensive Relationships the food, beverage & agriculture industry & Reach ● Ability to leverage broad reach of MUFG Union Bank corporate relationships About Intrepid’s Food, Beverage & Agriculture Practice Intrepid’s Food, Beverage & Agriculture team delivers results in mergers, acquisitions and capital raising transactions through utilizing a bespoke approach that is not only informed by each client’s needs, but by our background and long-standing relationships. Our team’s experience ranges from emerging disruptors to marquee strategic transactions – ensuring a deep understanding of the most important drivers in the sector. intrepidib.com | Mergers & Acquisitions | Capital Markets | Strategic Advisory | A subsidiary of MUFG Union Bank 11755 Wilshire Blvd., 22nd Floor, Los Angeles, CA 90025 T 310.478.9000 Member FINRA/SIPC
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