RubinBrown Food & Beverage Mid-Year Review 2014

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This publication examines the middle market food and beverage industries by looking at both M&A transaction activity during 2014 as well as the performance of U.S. public companies in the space.

’14

MID-YEAR UPDATE MIDDLE MARKET FOOD & BEVERAGE SECTOR

A Publication of RubinBrown LLP

Table of Contents

Topic

Page

M&A Activity Overview All Food & Beverage Deals………………………………………………………………… 3 Buyer Landscape……………………………………………………………………………… 4 2014 Deal Spotlight 5 …………………………………………………………………………… Most Acquisitive in 2013 and Through June 2014……………………………………… 6 Middle Market Deals………………………………………………………………………… 7

Historical Economic Indicators…………...………...………………………………………… 8

Current Economic Indicators……………………………………………………………………9

Public Equity Markets Food & Beverage Returns……………………………………………………………………10 Food & Beverage Valuation Multiples……………………………………………………11

Public Company Subsector Constituents

12 …………...………………………………………

Contact Information…………………………………………………………………………… 15

M&A Activity Overview: All Food & Beverage Deals

F&B Deal Activity Continues to Gain Steam Deal activity in the food and beverage sector over the last few years has been quite strong, marked by a string of high- profile transactions recently. Even as M&A activity has been ticking up virtually across the board, food and beverage deals have taken their share of the headlines of late. There are numerous factors that have contributed to the heightened deal activity in the food & beverage space over the last few years including fear of increased taxes, favorable market conditions, rising demand for protein, and the relative familiarity of the industry, among others. It is widely viewed that much of 2012 M&A activity in the United States was fueled by sellers’ fears of increased capital i t t A d i t d i th fi t th i ht th ga ns ax ra es. s ep c e n e gure o e r g , ere were roughly 480 transactions that closed in the food and beverage industry during 2012, with median transaction values of nearly $23 million. 1 Absent the fear of a near-term increase in capital gains tax rates in 2013, the number of deals closed declined slightly to approximately 420 transactions; the median transaction value during 2013 was $14 million 1 . Through the first half of 2014, the number of deals closed is generally on pace with 2012 and 2013, with 200 transactions closing thus far – relative to approximately 215 and 180 transactions during the first two quarters of 2012 and 2013, respectively. The median transaction size for deals closed during the first half of 2014 was approximately $26 0 million 1 . . 1 Median transaction values referenced herein are based on a limited number of transactions where this information was available. Food & Beverage Sector: 2014 Mid-Year Update

Food & Beverage Deal Activity

$30

160

140

$25

120

$20

100

$15

$ millions

nsactions Closed

$10

# of Tra

MedianDeal Size

Quarterly Transactions

Source: S&P Capital IQ Reflects all closed Food & Beverage transactions, regardless of size. Median Deal Size is based on transactions where this information was available.

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M&A Activity Overview: Buyer Landscape

Strategic Buyers Continue to Dominate Consolidation within the food and beverage industry will continue to drive strategic acquisitions, especially as favorable market conditions (i.e., low interest rates) and idle cash stockpiles promote deal activity. While many industries experience growth via product or technology innovation, growth in the food and beverage industry comes almost exclusively from adding new offerings. The quickest, and often most efficient, way for industry participants to grow revenue and thus market share is through mergers and acquisitions. The growth through M&A industry dynamic is compounded by an influx of companies divesting noncore or underperforming business units as they seek to improve performance. As such, the industry has seen a widespread push by companies to refine and realign their holdings, which has flooded the market with assets for sale. As shown in the chart to the right, strategic buyers once again made dominated the majority of the acquisitions during the first half of 2014, accounting for approximately 81.5% of all d l ea s. The following page highlights some of the more significant transactions that closed and/or were announced during the first half of 2014

Strategic vs. Financial Deals

130 140 150 160 100 110 120

6 4

11 14

8 6

11 12

70 80 90 10 20 30 40 50 60

12 10

131

118

# of Deals

102

Q1 2012 Q2 2014 Strategic Buyer Financial Buyer Anonymous Buyer Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014

Source: S&P Capital IQ Reflects all closed Food & Beverage transactions, regardless of size.

Food & Beverage Sector: 2014 Mid-Year Update

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M&A Activity Overview: 2014 Deal Spotlight

Notable Food & Beverage Transactions During the First Half of 2014:

Santory Holdings / Beam Inc:

manufacturing facilities of Charlotte, N.C.-based Snyder's- Lance Inc Shearer’s is o ned b Toronto based pri ate eq it . w y - v u y

On April 30, 2014, Suntory Holdings, Ltd. Completed its acquisition of Beam Inc. for approximately $16.0 billion. The transaction consideration represented a 25% premium to Beam's closing price of $66.97/share at the time the deal was announced. Beam Inc. brings a sizeable spirits portfolio, including Jim Beam and Maker’s Mark among many others, to Suntory which positions the company to better compete with other major global spirits players like Diageo plc. and Bacardi Ltd. Post Holdings / Michael Foods: On June 2 2014 Post Holdings Inc acquired MFI Holding , , , . Corporation (Michael Foods) for a total transaction value of approximately $2.5 billion. Michael Foods is a producer of food products and service solutions to customers across the foodservice, retail, and food ingredient channels and holds leading market positions in the value-added egg products, refrigerated potato products, and cheese and other dairy

firm, Wind Point Partners. Mizkan / Unilever (Ragú/Bertolli Brands):

On June 30, 2014, Mizkan Group, a leading condiment manufacturer, entered into a definitive agreement with Conopco Inc., a subsidiary of Unilever, to acquire the Ragú and Bertolli pasta sauce brand portfolio. Under the terms of the agreement, Mizkan will pay approximately $2.2 billion for the brands. Tyson / Hillshire Brands: Following a bidding war with Pilgrim’s Pride that lasted several months, Hillshire Brands Co. officially signed a $7.7 billion agreement to be acquired by Tyson Foods, Inc. The $63/share price offered by Tyson reflects a premium of approximately 70% over Hillshire’s stock price before the bidding war began. The deal, which officially closed in late August 2014, will further bolster Tyson’s position as the leading meat processor in the United States (based on revenue).

case products. Shearer’s Foods / Snyder’s-Lance Private Brands:

On June 30, 2014, Shearer’s Foods, Inc., a maker of private- label snacks, completed its $430.0 million acquisition of the Private Brands business and two North American

Food & Beverage Sector: 2014 Mid-Year Update

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M&A Activity Overview: Most Acquisitive in 2013 and Through June 2014

Highlights • Following its aggressive buying spree in 2013, DS Waters of America acquired 3 more companies during the first half of 2014 with operations spanning bottling, distribution, and filtration of drinking water. • was also active in the first half of 2014, acquiring 4 different agricultural products companies. • Post Holdings closed 3 deals during the first half of 2014, highlighted by its $2.5 billion acquisition of Michael Foods discussed previously. Its other transactions in 2014 were a nutritional supplement company and a private label • Wilbur-Ellis Company closed 3 transactions during the first half of 2014, acquiring an agricultural products company and 2 companies that produce feed and supplements for pets and farm animals. Pinnacle Agriculture Holdings pasta producer.

Gladstone Land Corporation (NasdaqGM:LAND) Pinnacle Agriculture Distribution, Inc DS Services of America, Inc. N troganics Inc (OTCPK:NUTT) Green Plains Inc. (NasdaqGS:GPRE) Flotek Industries Inc. (NYSE:FTK) Wilbur-Ellis Company Post Holdings, Inc. (NYSE:POST) PinnacleAgriculture Holdings, LLC Farmland Partners Inc. (AMEX:FPI) Coca-Cola BottlingCompany UNITED, Inc. Dairy Farmers of America, Inc. CHS, Inc. The Coca-Cola Company (NYSE:KO) u , .

Brynwood Partners BBX Sweet Holdings Youngevity Essential Life Sciences

Tyson Foods, Inc. (NYSE:TSN) Briess Malt & Ingredients Co.

Seneca Foods Corp. (NasdaqGS:SENE.A) Bunge NorthAmerica, Inc. Foley FamilyWines, Inc. FrutaromUSA, Inc. B&G Foods NorthAmerica, Inc.

The Hillshire Brands Company (NYSE:HSH)

0 1 2 3 4 5 6 7 8 9 10 11

Source: S&P Capital IQ Based on all closed Food & Beverage transactions, regardless of size.

# of Acquisitions Made per Year 2013 First Half of 2014

Food & Beverage Sector: 2014 Mid-Year Update

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M&A Activity Overview: Middle Market Deals

Middle Market Multiples on Par with 2013 While the larger deals have dominated much of the industry press of late, the relative familiarity of the food industry is also attractive to many smaller buyers looking to put capital to work after a nearly half-decade lull brought on by the financial crisis. Given the industry’s stability and relatively constant demand, food and beverage assets provide financial buyers (i.e., private equity firms) with less volatile investment opportunities to nurture, grow, and eventually exit. In addition, the familiarity that food and beverage companies offer, the industry is still fragmented enough to offer ample acquisition opportunities. Further, the smaller price tags of small-to-middle market food and beverage companies tend to attract a more diverse group of buyers and present a wider array of acquisition options. As illustrated in the chart to the left, valuation multiples (where this information was available) – i.e., EV/Revenue and EV/EBITDA – for middle market food and beverage companies peaked in the 4 th quarter of 2012, as deal activity ik d d t f f i d it l i t t sp e ue o a ear o ncrease cap a ga ns ax ra es. Since then, valuation multiples remained relatively steady and through the first half of 2014, median valuation multiples are generally on par with 2013 multiples.

Middle Market Transaction Activity

14.0x 15.0x 16.0x 17.0x 18.0x 10.0x 11.0x 12.0x 13.0x

$400.0

$350.0

$300 0 .

$250.0

8.0x 9.0x 0 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x 0.0x 1. x

$200.0

$150.0

$100.0

$50.0

Q1 2012

Q2 2012

Q3 2012

Q4 2012

Q1 2013

Q2 2013

Q3 2013

Q4 2013

Q1 2014

Q2 2014

Median EV/Revenue

Median EV/EBITDA

Source: S&P Capital IQ Reflects closed transactions with implied enterprise values between $10 million and $1 billion. Median Revenue (millions) Median EV (millions)

Food & Beverage Sector: 2014 Mid-Year Update

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Historical Economic Indicators

Highlights • The U.S. economy has continued its recovery following the Great Recession, with many consumer-based metrics showing marked improvement since the market bottomed in late 2008/ l 2009 ear y . • As disposable personal income levels have rebounded, so too have consumer confidence and personal expenditures per capita on food. As economic conditions continue to improve domestically, industry participants should expect to see a return to pre- i l l di recess on eve spen ng on food. • Producer prices have continued their upward trend over the last decade, with Food and Beverage manufacturing prices exhibiting average annual growth rates of 3.8% and 2.0%, respectively.

Consumer Confidence Index

Producer Price Index

170 180 190 200 210 220 140 150 160

120

Food Manufacturing Beverage Manufacturing

100

Source: The Conference Board

Source: US Bureau of Labor Statistics (BLS)

bl P sposa e ersona ncome Per Capita l I

l C ti ersona onsump on xpen ures Per Capita on Food E dit

$39,000

$2,650

$38,000

$2,600

$37,000

$2 550 ,

$36,000

$2,500

$35,000

$34,000

$2,450

$33,000

$2,400

$32,000

$2,350

$31,000

Source: U.S. Bureau of Economic Analysis (BEA)

Food & Beverage Sector: 2014 Mid-Year Update

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Current Economic Indicators

Highlights • Consumer confidence continued its post-recession surge and finished the first half of 2014 at a post- recession high, which coincided with similar improvement in disposable income levels. • PCE per capita on food declined during the first half of 2014, although this trend appears to be seasonal with similar declines seen during the first halves of most of the last several years following the Great Recession as illustrated on the previous page. • Consumer spending on dining out continues to increase, with expenditures on dining out increasing from 45.9% to 49.5% of total food expenditures over the last decade. Over the same period, the split between full service and fast food restaurants has remained relatively unchanged.

Consumer Confidence Index

Food Sales by Outlet

60 65 70 75 80 85 50 55

Other Away fromHome 11.1%

Fast Food Restaurants 17.8%

At Home 50.5%

Full Service Restaurants 20.6%

Source: The Conference Board

Source: USDA Economic Research Service

bl P sposa e ersona ncome Per Capita l I

l C ti ersona onsump on xpen ures Per Capita on Food E dit

$2,570

$37,200 $37,400 $37,600 $37,800 $35,800 $36,000 $36,200 $36,400 $36,600 $36,800 $37,000

$2,565

$2,560

$2,555

$2,550

$2,545

$2,540

$2,535

$2,530

$2,525

Source: U.S. Bureau of Economic Analysis (BEA)

Food & Beverage Sector: 2014 Mid-Year Update

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Public Equity Markets: Food & Beverage Returns

Food & Beverage Companies Continue to Chug Along Through the first half of 2014, the S&P Food & Beverage Select Index (“F&B Index”) continues to see record growth and outsized returns, with the index value reaching another all time high of 3,663 on June 30, 2014. While the all-time highs for the F&B Index have generally coincided with all-time highs for the S&P 500 index (which closed at 1,960 on June 30, 2014), the F&B Index has seen outsized returns relative to the S&P 500 dating back to the end of 2012. Over the last year and a half, the F&B Index has outpaced the S&P 500, generating total returns of 47.3% since December 31, 2012 – relative to 34.0% for the S&P 500. Both the F&B Index and S&P 500 have generally outgained the S&P 500 Consumer Staples Sector Index dating back to June 2013. When further stratifying the food and beverage universe into subsectors consisting of companies with TTM revenue less than $1 billion (refer to pages 12 – 14 for the subsector constituents) the substantial outperformance by beverage companies since the , end of 2012 has eroded somewhat during the first half of 2014 as investors have cashed in on their profits. Similar profit taking can be seen in the other food and beverage subsectors as well during the first half of 2014 – albeit to a lesser degree. Equity Performance by Subsector Industry Equity Performance

80%

80% S&P 500 Index

S&P 500 Consumer Staples Sector Index S&P Food& Beverage Select Industry Index S&P 500 Index

40% 50% 60% 70% 10% 20% 30% 10% 0%

Food ProductionCompanies Beverage Companies Agriculture/Food Production Ingredients

53.2%

47.3%

34.0%

34 0% .

25.3%

24.0%

22.3%

Source: S&P Capital IQ

Food & Beverage Sector: 2014 Mid-Year Update

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Public Equity Markets: Food & Beverage Valuation Multiples

Larger Food & Beverage Companies Continue to See Increasing Valuations Valuation multiples for the S&P F&B Index continued their expansion to all-time highs during the first half of 2014 – with EV/EBITDA multiples up 5.3% since December 31, 2013 (from 10.8x to 11.4x), while the S&P 500 only saw multiple expansion of 0.6% during the same period. Valuation multiples for smaller subsectors of the food and beverage universe (companies with less than $1 billion in TTM revenue) told a different story during the first half of 2014 – with EV/EBITDA multiples contracting 26.6% (from 13.4x to 9.9x), 11.5% (from 19.5x to 17.3x), and 2.0% (from 16.3x to 15.9x) for agriculture/food ingredients companies, beverage companies, and food production companies, respectively It would appear that part of the story for the decline in valuations can be attributed to . investors locking in profits from the runup in prices into the end of 2013, as illustrated on the previous page; it is unclear why the larger indices did not witness a similar selloff during the first half of the year.

Highlights • F&B Index valuation multiples finished the first half of 2014 at an all time - • Beverage company valuation multiples declined during the first half of 2014 as investors locked in profits.

EV / EBITDA (LTM) - Indices

EV / EBITDA (LTM) – Subsectors

25.0x 15.0x 17.0x 19.0x 21.0x 23.0x 11.0x 13.0x

S&P 500 Index

S&P 500 Consumer Staples Sector Index S&P Food& Beverage Select Industry Index S&P 500 Index

Food ProductionCompanies Beverage Companies Agriculture/Food Production Ingredients

17.3x

15.9x

11 6

. x

11.4x

10.3x

5 0x 7.0x 9.0x .

9.9x

Source: S&P Capital IQ

Food & Beverage Sector: 2014 Mid-Year Update

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Public Company Subsector Constituents: Food Production Companies

Projected Revenue Growth (NTM)

EBITDA Margin (NTM)

EBITDA Margin (LTM)

EV/Revenue (LTM)

EV/EBITDA (LTM)

EV/Revenue (NTM)

EV/EBITDA (NTM)

EBITDA (NTM)

Revenue (NTM)

Enterprise Value Market Cap

Revenue (LTM)

Company Name B&G Foods Inc

EBITDA (LTM)

2 795 1 $ 2,

1 753 8 $ 1,

793 9 $ 7 . 539.9 903.9 845.9 477.5 748.7 204.1 753 5 7 . 524.1 252.7 102.3 133.4 135.9 39.3

187 0 $ 1 .

23 6% 894 3 $ .

8 .

12 6% 220 3 $ .

2 .

24 6% 3 5x . . n/a 4.9x 16.2% 1.9x 12.8% 1.8x 16.1% 2.4x 5.9% 0.8x 12.0% 2.7x n/a 0 5x . n/a 0.6x 8.9% 1.2x 9.7% 2.3x n/a 2.1x n/a 0.5x n/a 0.4x n/a 1 6x . 24.6% 4.9x 5.9% 0.4x 13.3% 1.8x 12.4% 1.8x

14 9x . 27.3x 11.9x 18.3x 17.1x 14.3x 21.0x 10.1x 13.1x 30.4x 11.8x 28.7x 6 9x .

3 1x . 4.8x 1.8x 1.7x 2.0x 0.7x 2.3x n/a 0.6x 1.0x 1.9x 1.8x n/a n/a n/a 4.8x 0.6x 2.0x 1.8x

12 7x .

Tootsie Roll Industries Inc. J&J Snack Foods Corp. Diamond Foods, Inc. Boulder Brands, Inc. Calavo Growers Inc. Farmer Brothers Co. Inventure Foods, Inc. Lifeway Foods Inc. Bridgford Foods Corp. Golden Enterprises Inc. Annie's, Inc. John B Sanfilippo & Son Inc .

2,636.7 1,693.0 1,532.0 1,148.4

2,716.4 1,760.1

96.8

17.9% 551.7 15.7% 918.1 9.9% 892.4 14.0% 562.6 5.3% 819.0 13.1% 239.6 7 6% n/a . 6.3% 537.0 9.0% 301.5 7.5% 120.5 17.4% 44.1 1.8% n/a 4.7% n/a n/a n/a 1.8% 44.1 11.0% 534.6 9.5% 551.7 23.6% 918.1 $

2.2% n/a 1.6% 148.5 5.5% 114.2 17.8% 90.5 9.4% 48.1 17.4% 28.8 n/a n/a 2.5% n/a 19.3% 26.8 17.9% 11.7 12.1% n/a n/a n/a n/a n/a n/a n/a 1.6% 11.7 10.7% 86.1 12.1% 69.3 19.3% 220.3 $

n/a

141.7

11.4x 13.4x 12.7x 11.8x 19.4x

885.1 863.5 533.2 576.3 292 3 2 . 339.6 219.1 228.5

83.9 67.0 39.9 26.7 57 1 5 . 33.0 22.8

569.3 559.0 393 6 3 . 332.8 297.0 232.9

n/a n/a

11.1x 20.0x

7.7 6.8 2.4 6.4

Rocky Mountain Chocolate Fac 81.0

81.8 73.4 50.5 24 1 2 .

n/a n/a n/a n/a

67.9 56.8 23 9 2 .

8.8x n/a

Tofutti Brands Inc .

15 1 1 .

n/a

Maximum Minimum

2,795.1 $

2,716.4 $

903.9 $

187.0 $

30.4x

20.0x 11.1x 14.1x 12.7x

23.9

24.1

15.1

2.4

6.9x

Mean Median

828.0 393.6

693.2 339.6

431.3 477.5

55.7 36.5

16.8x 14.6x

$ in millions Source: Capit al IQ Includes Food Product ion Companies wit h LTM Revenue less t han $1 billion.

Food & Beverage Sector: 2014 Mid-Year Update

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Public Company Subsector Constituents: Beverage Companies

Projected Revenue Growth (NTM)

EBITDA Margin (LTM)

EBITDA Margin (NTM)

Enterprise Value Market Cap

Revenue (LTM)

Revenue (NTM)

EBITDA (NTM)

EV/Revenue (LTM)

EV/EBITDA (LTM)

EV/Revenue (NTM)

EV/EBITDA (NTM)

Company Name

EBITDA (LTM)

Boston Beer Co Inc . . National Beverage Corp. Craft Brew Alliance, Inc. Primo Water Corporation

2 883 4 $ 2,

2 914 1 $ 2,

837 2 $ 8 . 641.1 186.4 92.4 41.7 38.1 73 6 7 . 13.2 21.6 118.7

156 6 $ 1 .

18 7% 919 1 $ .

9 .

9 8% 184 3 $ .

1 .

20 1% 3 4x . . n/a 1.4x 8.2% 1.2x 10.9% 1.5x

18 4x . 11.5x 14.9x 16.1x

3 1x . 1.4x 1.1x 1.3x 1.7x n/a n/a n/a 1.0x 1.0x 1.7x 1.4x

15 6x .

872.0 219.2 136.4 118.5

876.6 210.3 115.5 109.6

76.1 14.7

11.9% 636.3 7.9% 206.9 9.1% 103.0 -1.1% 53.9 0.6% 44.9 1.8% n/a 8 3% n/a . 21.6% n/a 2.8% 31.4 -1.1% 31.4 8.2% 285.0 8.1% 103.0 21.6% 919.1 $

-0.8% n/a 11.0% 17.0 11.4% 11.3 29.2% 1.1 17.7% 1.6 n/a n/a n/a n/a n/a n/a 45.5% 3.0 -0.8% 1.1 17.7% 36.4 11.4% 7.1 45.5% 184.3 $

n/a

12.9x 12.1x

8.4

Castle Brands Inc.

(0.5)

2.0% 2.8x -257.8x 3.6% 2.0x 323.8x

2.2x 107.7x

REEDS, Inc.

74.8 38.9 36 0 3 .

68.2 45.0 17 3 1 . 28.6 18.0

0.2 2.1 6 1 6. 2.9 0.6

46.8x

Coffee Holding Company, Inc. Crystal Rock Holdings Inc , .

n/a 0.3x n/a 0 5x . n/a 2.6x 9.7% 1.5x

18.7x

n/a n/a n/a

5 9x .

Willamette Valley Vineyards Inc 34.8

12.2x 55.0x

Truett-Hurst, Inc.

32.7

10.8x

Maximum Minimum

2,883.4 $

2,914.1 $

837.2 $

156.6 $

20.1% 3.4x 323.8x 2.0% 0.3x -257.8x

3.1x 107.7x

32.7

17.3

13.2

(0.5) 26.7

10.8x 34.3x 14.3x

Mean Median

444.7

440.3

206.4

9.1% 1.7x 8.9% 1.5x

21.9x 15.5x

96.6

88.9

83.0

4.5

$ in millions Source: Capit al IQ Includes Beverage Companies wit h LTM Revenue less t han $1 billion.

Food & Beverage Sector: 2014 Mid-Year Update

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Public Company Subsector Constituents: Ingredients Companies

Projected Revenue Growth (NTM)

EBITDA Margin (NTM)

EBITDA Margin (LTM)

EV/Revenue (LTM)

EV/EBITDA (LTM)

EV/Revenue (NTM)

EV/EBITDA (NTM)

EBITDA (NTM)

Revenue (NTM)

Enterprise Value Market Cap

Revenue (LTM)

Company Name

EBITDA (LTM)

Limoneira Company

383 8 $ 3 . 267.8 295.1 206.6 164.0

308 7 $ 3 . 285.9 275.8 151.8 140.8

94 9 9 .

12 7 1 . 86.0 21.8

13 4% 87 9 $ . 8 . 33.2% 261.7 23.1% 103.7 32.7% n/a 2.9% n/a 2.0% 55.7 2.0% 55.7 17.9% 127.3 18.2% 95.8 33.2% 261.7 $

7 4% n/a - . 1.1% 60.5 9.9% n/a n/a n/a n/a n/a 24.7% 2.8 24.7% 60.5 $ -7.4% 2.8 7.1% 31.7 5.5% 31.7

n/a 4 0x . 23.1% 1.0x n/a 3.1x n/a 8.6x n/a 0.5x

30 2x .

4 4x . 1.0x 2.8x n/a n/a 1.6x 4.4x 1.0x 2.5x 2.2x

n/a 4.4x n/a n/a n/a

Omega Protein Corporation

258.9

3.1x

Alico Inc.

94.4 23.9

13.6x 26.4x 18.2x

Griffin Land & Nurseries Inc.

7.8 9.0 0.9

MGP Ingredients Inc. S&W Seed Company

315.9

90.6

75.6

44.7

5.0% 2.0x 102.0x 23.1% 8.6x 102.0x

32.3x 32.3x 18.4x 18.4x 4.4x

Maximum Minimum

383.8 $

308.7 $

315.9 $

86.0

90.6

75.6

23.9

0.9

5.0% 0.5x 14.1% 3.2x 14.1% 2.6x

3.1x

Mean Median

234.6 237.2

206.4 213.8

138.8

23.0 10.9

32.2x 22.3x

94.6

$ in millions Source: Capit al IQ Includes Agricult ural Product s Companies wit h LTM Revenue less t han $1 billion.

Capital IQ Screen Criteria Used Throughout This Publication: 1. M&A Transactions: • Industries: Food Products and Beverages

• Geographic Location of Buyer and/or Target: United States of America • M&A Closed Date: 1/1/2012 – 6/30/2014 2. Public Companies: • Industries: Packaged Foods and Meats, Beverages, and Agricultural Products • Geographic Location: United States of America

• Total LTM Revenues: < $1.0 billion • Exchanges: Major US Exchanges

Food & Beverage Sector: 2014 Mid-Year Update

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Contact Information

Tim Farquhar, CFA, CPA Partner Valuation Services Group St. Louis 314.290.3281 tim.farquhar@rubinbrown.com Ben Barnes, CPA

Dale Lash, CFA Partner Valuation Services Group Denver 303.952.1261 dale.lash@rubinbrown.com Sunti (Sunny) Wathanacharoen Partner Business Advisory Services Group

Partner-in-Charge Mergers & Acquisitions Services Group St. Louis 314.678.3531 ben.barnes@rubinbrown.com Jim Mather, CPA Partner-in-Charge Manufacturing & Distribution Services Group St. Louis 314.290.3470

Kansas City 913.499.4462 sunti.wathanacharoen@rubinbrown.com

Ryan Meesey, CFA Manager Valuation Services Group St. Louis 314.290.3454 ryan.meesey@rubinbrown.com

jim.mather@rubinbrown.com Rick Feldt, CPA Partner Business Advisory Services Group St. Louis 314.290.3220 rick.feldt@rubinbrown.com

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