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CONSUMER PRODUCTS & RETAIL BGLCO.COM OCTOBER | 2015 JOHN R. TILSON MANAGING DIRECTOR & GROUP HEAD 312.658.1600 [email protected] ALEXANDER N. TEETER DIRECTOR 216.920.6653 [email protected] REBECCA A. DICKENSCHEIDT DIRECTOR OF RESEARCH 312.513.7476 [email protected] 2 3 16 28 33 MACRO ENVIRONMENT HOME ENVIRONMENT OUTDOOR & ACTIVE LIFESTYLE PET ABOUT US TABLE OF CONTENTS INSIDER

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CONSUMER PRODUCTS & RETAIL

B G L C O . C O M O C T O B E R | 2 0 1 5

J O H N R . T I L S O NM A N AG I N G D I R E C TO R & G R O U P H E A D3 1 2 . 6 5 8 . 1 6 0 0J T I L S O N @ B G LC O. C O M

ALEXANDER N. [email protected]

REBECCA A. DICKENSCHEIDTDIRECTOR OF [email protected]

2

3

1 6

2 8

3 3

M A C R O E N V I R O N M E N T

H O M E E N V I R O N M E N T

O U T D O O R & A C T I V E L I F E S T Y L E

P E T

A B O U T U S

TA B L E O F C O N T E N T S

INSIDER

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Unemployment

Consumer Confidence

Housing Starts

Source: The University of Michigan.

Source: U.S. Census Bureau. Source: U.S. Census Bureau.

1,126

739

3810

500

1,000

1,500

2,000

2,500

Jan-

05

Jul-

06

Jan-

08

Jul-

09

Jan-

11

Aug

-12

Feb-

14

Aug

-15

(In T

hous

ands

)

Total In Structures with 1 Unit In Structures with 5 Units or More

5.1%4%

5%

6%

7%

8%

9%

10%

11%

Jan-

05

Jul-

06

Jan-

08

Jul-

09

Jan-

11

Jul-

12

Jan-

14

Aug-

15

85.7

50

60

70

80

90

100

110

Jan-

05

Jul-

06

Jan-

08

Jul-

09

Jan-

11

Jul-

12

Jan-

14

Aug-

15

CONSUMER SPENDING SET TO RISE

PURCHASING POWER GAINS AMID UNCERTAINTY

While concerns of slowing global growth fill the headlines, the outlook on the U.S. economy remains positive, buoyed by a vibrant housing market and gains in consumer spending. Despite a recent deceleration in the University of Michigan Sentiment Index, which declined to 87.2 in September, consumer optimism is at the highest level since August 2007. Personal consumption expenditures are forecasted to expand by 2.9 percent in 2015, with the pace of growth rising to 3.0 percent in 2016.

MONITOR

Consumer Sentiment

Unemployment

Housing Starts (SAAR in 000s)

Existing Home Sales (SAAR in 000s)

Mortgage Rate (30-year)

2 C O N S U M E R P R O D U C T S & R E T A I L | M A C R O E N V I R O N M E N T

A u g - 1 5 A u g - 1 4

8 5 . 7 8 2 . 5

5 . 1 % 6 . 1 %

1 , 1 2 6 9 6 3

5 , 3 1 0 5 , 0 0 0

3 . 9 % 4 . 1 %

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

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HOME ENVIRONMENT

3 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

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POSITIVE TAILWINDS .SECTOR GROWTH

Positive fundamentals—namely a strengthening housing market, strong consumer confidence, increasing household formation, and expanding disposable income— are driving increased spending in the Home Environment industry.

• Baseline levels of consumer confidence needed to induce spending have been reset as a result of the Great Recession and personal consumption expenditures have surpassed prerecession levels

• Increasing consumer confidence and DPI are driving a release of pent-up demand in the sector

• Increased personal spending power and household creation among Millennials is driving home environment spending in a new, younger demographic

• Similarly, significant growth in the 65+ population is expected to drive increased spending on home environment and comfort products over the next several decades

The moderate recovery between 2009 and 2012 saw retail sales of home furnishings grow by 8 percent. By 2013, growth momentum slowed to 2 percent, in line with pre-recession norms. A significant portion of the early growth was related to pent-up demand. Now increased consumer confidence and rising household creation are pushing many consumers to finally purchase more home furnishings.

4 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T

Source: U.S. Bureau of Economic Analysis; Euromonitor.

Number of Households

Disposable Personal Income

$81,791

$75,234

$76,764

$78,867

$81,895$82,797

$83,877

$85,106

$86,349

$87,436

$88,497

2008

A

2009

A

2010

A

2011

A

2012

A

2013

A

2014

E

2014

E

2015

E

2017

E

2018

E117

121

127

132

105

110

115

120

125

130

135

2007A 2012A 2017P 2022P

$9,000

$9,500

$10,000

$10,500

$11,000

$11,500

$12,000

$12,500

$13,000

$13,500

$14,000

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

($ in billions)

(in millions)

Indoor Home Furniture Sales

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

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DEMOGRAPHIC DIRECTION

5 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T

THE MILLENNIAL GENERATION

Millennials are now the largest, most diverse generation in the U.S. population and wield considerable purchasing power. Wakefield Research projects Millennials will eclipse Baby Boomers in spending power by 2018 ($3.39 trillion). According to Advertising Age, Millennials will be the largest consumer demographic in history, spending more than $200 billion annually starting in 2017 and $10 trillion in their lifetimes.

Aspiring young homeowners are a boon for the home furnishings sector. According to Home Fashion Forecast, 70 percent of Millennials expect to be homeowners by 2020, a sizable jump from the 26 percent who own a home today. For the second consecutive year, the Millennial generation represented the largest group of home buyers at 32 percent, said Lawrence Yun, chief economist at the National Association of Realtors (NAR), speaking to results of the 2015 NAR Home Buyer and Seller Generational Trends study, underscoring “untapped demand for homeownership that exists among young adults.” Yun added, “Over 80 percent of millennial buyers consider their home purchase a good financial investment, and the desire to own a home of their own was the top reason given by millennials for their purchase.”

Millennials also have a greater awareness of brands and a penchant for luxury goods. And their spending power is growing. Pam Danziger of Unity Marketing predicts Millennials’ ascent to affluence will begin in 2018 and take firm hold by 2026. “Over the past 11 years of Unity Marketing’s tracking of affluent consumer spending and purchases, young affluents (age 24 to 44) consistently spend 1.5-2 times more on high-end/luxury goods than older affluents. Younger affluents are at an acquisitive life stage and make first-time luxury purchases (including major appliances, furniture, and other home goods), which become a rite of passage into affluence.”

Number of households headed by Millennials in 2013

Suburban (48 percent of respondents) outranked urban (38 percent) in a survey of 1,000 Millennials when asked the preferred location for their next home, with 61 percent citing more space as the primary driver, according to The Demand Institute.

13.3 mi l l ion

21 .6 mi l l ionNumber of households headed by Millennials in 2018

H O U S E H O L DF O R M AT I O N

D E S T I N AT I O NS U B U R B I A

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

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6 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

OUTDOOR LIVING INSIDE OUT

The housing market revival is translating into increased spending in outdoor product categories. Consumers are trading up to higher-value outdoor furniture that coordinates with their interior home décor as a means to extend the living space and create a personalized outdoor experience. According to survey findings from the 2015 Outdoor Furniture Trend Report released by the American Home Furnishings Association, more than 80 percent of American households were planning a purchase of outdoor furniture or accessories in 2015, up from 62 percent a year ago.

Manufacturers and retailers are reporting robust growth in the outdoor furniture category, with sales outpacing indoor furniture, according to findings from a 2014 Roundtable moderated by Furniture/Today. “In the post-recession economy, consumers are spending more on their outdoor spaces than they do on the inside of their homes,” according to Furniture/Today’s Cindy Hodnett. Stylish outdoor rooms boast kitchens, dining sets, sectionals, and entertainment centers, blurring the lines between outdoor and indoor living. Roundtable participant Jeff Dorough,

Vice President of Sales for Treasure Garden, a maker of commercial and residential patio umbrellas and accessories, called outdoor rooms a megatrend “that is not going away.”

Positive trends in residential construction and remodeling underscore strong demand for outdoor living spaces, reports Wray Ward:

• 63 percent of residential architects report that outdoor living spaces are the most common “special function room” in home construction.

• More than half of new homes are built with a deck.

• New home buyers count outdoor living furnishings among their first purchases during the first two years after closing on a house, with casual furniture the most common outdoor space purchases.

• More than a quarter of homeowners are staying in their homes longer and plan to remodel or enhance their outdoor space, according to a 2014 Houzz & Home Study.

Market research firm The Freedonia Group forecasts the outdoor furniture and grill market will reach $7.5 billion in 2017, representing annual growth of 4 percent between 2013 and 2017.

6%

12%

31%

51%

Not important

Neutral

Important

Very important

of consumers have an outdoor

room or are creating one

77%More time

About the same amount of time

Less time

53%42%

5%

Source: Casual Living and Apartment Therapy Outdoor Decorating Survey, 2014.

GROWING POPULARITY OF OUTDOOR ROOMS THE OUTDOOR ROOM’S IMPORTANCE

Overall, more than 80% of respondents said their outdoor room is important.

% of Consumers

More than half of consumers are spending more time in their outdoor spaces.

More than half of respondents finished an outdoor room. An additional 21% of the consumers are in the process of creating an outdoor living space, and another 21% don’t have one, but want one.

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CASE STUDY

In July, New Water Capital completed the recapitalization of Pride Family Brands, in partnership with management. Fort Lauderdale, Florida-based Pride is a manufacturer of hand-forged artisan quality aluminum outdoor furniture under the Castelle, Prestige, and Expressions brands. The company also designs and supplies promotional outdoor furniture under SummerWinds and private label brands.

Pride has been owned and operated by the Lowsky family for nearly 40 years under the leadership of Bernie Lowsky and sons Jamie and Steve Lowsky. The business has exhibited impressive growth, expanding from a local retailer to an international manufacturer and distributor of outdoor furniture supplying over 1,000 retail locations across the U.S. Pride employs 450 people at the company’s manufacturing facility in Costa Rica and 22 from its Fort Lauderdale headquarters and distribution center.  Steve and Jamie Lowsky will remain with the company with Steve leading as CEO.

Pride is well-positioned to continue to grow in the future through product expansion and possible acquisitions, indicated Steve Lowsky. Product development will include offerings outside of the aluminum category. “Over the next few years, we will focus on developing and bringing to market product that will support full-line furniture stores, specialty retailers, and the design community. We’ll look at new products, maybe consider some acquisitions,” Lowsky told Furniture Today. “As we enter the next chapter in the company’s history, we sought a partner that could bring deep industry experience and financial resources. New Water Capital brings the industry experience as well as operational and financial resources to help us achieve our long-term growth objectives.”

“Pride Family Brands is a great company with strong brands, uniquely positioned for significant growth. We look forward to assisting the company in achieving its strategic initiatives,” stated John Disa, Partner at New Water Capital.

7 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T | C A S E S T U D Y

“ Pride Family Brands is a great company with strong brands, uniquely positioned for significant growth. We look forward

to assisting the company in achieving its strategic initiatives.”

John DisaNew Water Capital

S o u r c e s : F u r n i t u r e To d a y a n d p u b l i c d a t a .

The �nest casual furniture in the world.

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8 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T | Q & A

Disa: Growth in the home furnishings industry is generally driven by a favorable economic environment. Positive macroeconomic drivers include growth in the housing market, both in new construction and existing home sales as 25 to 30 percent of all furniture spending is related to housing transactions. Much of the growth in new housing and outdoor space renovation has been in the South. In addition, there has been rise in household formation with Millennials and Gen-Xers in their family formation years.

In the outdoor segment, there is clearly a trend around casual living, and people are spending more time outdoors. With successful product and design innovation, the outdoor space is becoming a natural extension of the indoor space, adding several hundred square feet or more for recreational use. The use of outdoor equipment heating elements extends the seasonality of the space, which has been a growing trend for the last several years. The fire-pit has been the big innovator in that category. In colder climates, the outdoor season can be extended through November and into December with heating elements incorporated as part of the outdoor space.

Neimark: There has been more focus on product innovation to changeover the outdoor space and make it more livable and comfortable. The extension of the home environment to the outdoors is incorporating three different living areas: dining, seating and conversation, and kitchen. As consumers are building out those areas, they are layering in technology, whether it is Sonos, WiFi, or electronics (televisions, gaming devices) as the family together migrates outside.

Lifestyle trends, coupled with positive economic and category tailwinds, make it a good time to be in the industry, and more notably the outdoor segment, where sales are outpacing the indoor segment.

What do you perceive to be the major developing trends and dynamics that are driving growth in the Home Furnishings industry, and more specifically, the Outdoor Living category?

WHAT INDUSTRY LEADERS ARE SAYINGNew Water Capital recently completed the recapitalization of Pride Family Brands, a manufacturer of hand-forged artisan quality aluminum outdoor furniture, the first investment for the firm’s $406 million inaugural fund which closed in 2015. The fund was oversubscribed, exceeding its original $250 million target.

John Disa and Jason Neimark, Partners at New Water Capital, discuss the new platform and opportunities in the growing outdoor living category.

The �nest casual furniture in the world.

John Disa’s career in the consumer and retail industries spans over 30 years, including 10 in home furnishings where he most recently served as President of Global Retail for Ashley Furniture, a $3.0 billion retail business.

Jason Neimark has been involved in the home furnishings industry since 2002. As a Managing Director with Sun Capital Partners, he was involved in the acquisitions of portfolio companies Lexington Home Brands (2002 investment) and Rowe Furniture (2007 investment).

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

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9 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T | Q & A

”In the outdoor segment, there is clearly a trend around casual living, and people are spending more

time outdoors.”

WHAT INDUSTRY LEADERS ARE SAYING

Disa: Product design is driving innovation. The category is starting to think about understanding how the indoor space translates to the outdoors, which is driving new product development and design. In addition, fabrics have become much more durable for outdoor living. Manufacturers like Sunbrella have been focused on offering more durable and fashionable fabrics in a variety of patterns and colors.

How has innovation in outdoor home furnishings changed to capture this growth?

Have you observed sales of outdoor furniture outpacing other furniture categories?

Disa: Yes. Population growth is a driver. The shift from North to South is continuing. If you look at the “Smile Belt”, which extends from California and the southwestern states (New Mexico, Arizona, Texas) to the Southeast and up to the Carolinas, the population continues to grow at a faster pace.

What are some of the differentiating characteristics of the business that led you to pursue a transaction with Pride Family Brands?

Neimark: One of our strategies is to identify companies in transition. Pride was a stable company with a founder who wanted to monetize his investment and retire. All of our partners have deep operating or transaction experience in the furniture industry. Pride was a great opportunity to leverage that expertise.

In terms of merchandising, Pride has two major product lines—Castelle and Summer Winds—and two price tiers. That

was attractive to us as an investor. Castelle is their high-end, artisan-quality cast aluminum line. Summer Winds is their value line developed collaboratively with retailers. It is an imported steel product sourced from China.

Many of our competitors import steel furniture from China. Pride is one of only a few companies that actually owns its production facilities. Pride manufactures cast aluminum furniture from its foundry in Costa Rica, which offers a significant competitive advantage from a supply chain perspective. The company is nimble enough to develop customized product and get it to market in a very short cycle.

The �nest casual furniture in the world.

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1 0 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T | Q & A

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

”Lifestyle trends, coupled with positive economic and category tailwinds, make it a good time to be in

the industry, and more notably the outdoor segment, where sales are outpacing the indoor segment.”

WHAT INDUSTRY LEADERS ARE SAYINGThe �nest casual furniture in the world.

CHANNEL DIVERSIFICATIONDisa: We identified several significant upside opportunities for channel development. There are multiple channels in the category—retail, designer, contractor, hospitality. Pride’s business was focused on the retail channel.

Neimark: Pride is well-entrenched in the specialty channel (pool and patio retailers) and has strong relationships with some big-box retailers. The designer market is large and underserved.

Pride opened a showroom in High Point last year to target that market. In the Midwest, Pride has a showroom in the Chicago Merchandise Mart.

Disa: Direct-to-consumer, hospitality, and contractor space are additional channels that the company doesn’t sell into now.

PRODUCT LINE EXTENSIONSDisa: We assist our portfolio companies with merchandising strategy development and assortment planning—helping them develop a full line by price, style, and design. While Pride has multiple design styles—classical, resort, vintage—the contemporary line was underdeveloped. Through product development efforts, the company was able to introduce three new contemporary collections at the Casual Market show in Chicago which received very strong reception from the retail trade.

ACQUISITIONSNeimark: This industry is ripe for consolidation so we do see a number of different opportunities to make add-on acquisitions. We are being very selective about which categories we do target to ensure the acquisition approach is aligned with the business strategy and the synergies are there. We are looking at product line extensions that are complementary to the business in terms of sales synergies and our manufacturing process in Costa Rica.

Disa: We are looking at complementing opportunities in different price segments as well as lifestyle segments for product extensions. There are a multitude of styling options in the marketplace. Pride is focused on cast aluminum styling. We are also evaluating styling in alternative materials like woven, teak, and hybrids.

What are your plans to grow the business?

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1 1 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T | Q & A

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

”A fundamental issue in the industry is the lack of consumer-focused branding. Those who start thinking about the ultimate consumer and drive a brand based

strategy are going to win.”

WHAT INDUSTRY LEADERS ARE SAYINGThe �nest casual furniture in the world.

Disa: One of the fundamental issues is the lack of consumer-focused branding. The industry has typically marketed to the retail trade, as manufacturers have been focused on retailers as their customers, missing the opportunity to reach the ultimate consumer. Those who start thinking about the ultimate consumer and drive a brand based strategy are going to win.

Size and scale. The industry is made up of a number of small, regional players. In order to grow and take advantage of the fragmented landscape, companies require organizational expertise, a sophisticated business strategy, product and design differentiation, a strong supply chain, and most importantly a strong balance sheet. That is a long-term proposition for many of these smaller players.

What are the most critical challenges/issues facing the industry?

Disa: We have seen small amounts of sophisticated research by population segment in this category. What we have observed is a general trend toward more of a casual lifestyle, product innovation, and stylistic design which all are driving demand in the category.

What major changes have you observed regarding the demographics of the Outdoor Living consumer?

Disa: What we are seeing is a continual growth in indoor retailers carrying outdoor furniture. Outdoor is starting to become more of their floor space.

Like indoor furniture, the merchandise assortment in the outdoor category is based on a good, better, best strategy. Typically, outdoor furniture in the same price stratification costs more because it has a much longer life. For example, Pride offers

a 15-year warranty on the frame. An indoor frame typically has a one-year warranty. The substrates are different—cast aluminum versus steel or poly—so you are getting a longer life and a better long-term value.

Neimark: You don’t see many indoor furniture manufacturers getting in the outdoor space through a greenfield operation. They don’t have the expertise to produce that type of furniture, particularly the higher end product lines which are very difficult to manufacture.

Do you see retailers and manufacturers devoting more resources to grow sales in the outdoor category?

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1 2 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T | Q & A

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

”The opportunity to consolidate is an attractive private equity play in this space.”

WHAT INDUSTRY LEADERS ARE SAYING

Disa: Social media is very important. Having a successful omni-channel strategy, particularly for a retailer, is critical for long-term success. Omni-channel is creating the same consumer experience whether it is in-store, online, or mobile. You amalgamate all the consumer touch points and drive the consumer experience from an overall brand perspective versus just a channel and distribution perspective.

In the case of Millennials, obviously you have to be in their path of purchase to win. You have to be in social media. You must have an engaging mobile app. Your website has to communicate product benefits and appeal to your customer segment through emotional relevance.

Is there anything unique about marketing to Millennials in Home Furnishings?

Disa: We are currently working on a branding campaign with Social media being part of our mix.Is social media a future area of focus for Pride?

Neimark: The economic downturn in 2007 resulted in a big shakeout in the furniture industry. Most of the good players that survived are likely at a point now that they are looking to transact and monetize. There are a number of smaller players that are looking to either sell their business or combine with another business in order to get the economies of scale and to grow because they don’t have those opportunities internally.

The industry is highly fragmented with very few large players. There are a number of smaller regional players that may focus only on one category. The sophistication that New Water Capital and Pride bring can really enhance those businesses.

The opportunity to consolidate is an attractive private equity play in this space.

What is driving consolidation in the Home Furnishings industry?

The �nest casual furniture in the world.

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INDUSTRY METRICS

1 3 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T | I N D U S T R Y M E T R I C S

PUBLIC COMPANY OPERATING METRICS

NOTE: Figures in bold and italic type were excluded from median and mean calculation.(1) As of 10/9/2015.(2) Market Capitalization is the aggregate value of a �rm's outstanding common stock.(3) Enterprise Value is the total value of a �rm (including all debt and equity).Source: S&P Capital IQ.

($ in millions, except per share data) Current % of Market Enterprise Total Debt/ TTMCompany Name Country Ticker Stock Price (2) 52W High Capitalization (3) Value (4) Revenue EBITDA EBITDA Revenue Gross EBITDAHOME ENVIRONMENT

ELECTRONICS & APPLIANCES

Stanley Black & Decker, Inc. United States NYSE:SWK $101.55 91.3% $15,561 $19,539 1.7x 10.5x 2.3x $11,358 36.4% 16.4%

Whirlpool Corp. United States WHR 158.65 73.1% 12,441 17,424 0.8x 8.6x 2.3x 20,881 17.3% 9.7%

Jarden Corp. United States NYSE:JAH 50.90 89.2% 10,744 15,039 1.8x 17.8x 6.0x 8,317 31.8% 10.1%

Electrolux AB Sweden OM:ELUX B 30.04 86.9% 8,631 9,276 0.6x 9.1x 1.6x 14,526 19.6% 6.9%

Spectrum Brands Holdings, Inc. United States NYSE:SPB 96.76 90.8% 5,759 10,042 2.2x 14.7x 6.3x 4,561 35.6% 15.0%

De' Longhi S.p.A. Italy BIT:DLG 23.83 85.7% 3,562 3,478 1.7x 11.8x 0.8x 2,014 28.6% 14.3%

Fiskars Oyj Abp Finland HLSE:FIS1V 20.36 80.3% 1,668 1,000 1.0x 9.4x 4.4x 964 39.3% 9.4%

iRobot Corporation United States NasdaqGS:IRBT 31.40 82.4% 938 714 1.3x 10.6x 0.0x 570 47.0% 11.8%

Nacco Industries Inc. United States NYSE:NC 50.38 78.9% 350 510 0.6x 8.4x 17.8x 909 20.5% 1.1%

Median $50.38 85.7% $5,759 $9,276 1.3x 10.5x 2.3x $4,561 31.8% 10.1%

Mean $62.65 84.3% $6,628 $8,558 1.3x 11.2x 4.6x $7,122 30.7% 10.5%

FURNITURE & HOME DÉCOR

Mohawk Industries Inc. United States NYSE:MHK $196.32 92.5% $14,511 $17,843 2.3x 14.4x 2.8x $7,865 28.8% 15.8%

Leggett & Platt, Incorporated United States NYSE:LEG 43.79 85.4% 5,992 6,760 1.7x 14.1x 2.1x 3,914 22.0% 12.3%

Tempur Sealy International Inc. United States NYSE:TPX 77.11 95.9% 4,773 6,328 2.1x 18.1x 4.6x 3,077 38.6% 11.0%

Steelcase Inc. United States SCS 19.37 94.7% 2,366 2,440 0.8x 8.6x 1.0x 3,074 31.7% 8.8%

HNI Corp. United States HNI 46.80 81.1% 2,076 2,342 1.0x 11.1x 1.4x 2,353 35.9% 9.0%

Herman Miller Inc. United States MLHR 30.60 94.6% 1,831 2,074 0.9x 8.4x 1.1x 2,198 37.6% 11.2%

Mattress Firm Holding Corp. United States MFRM 43.31 60.3% 1,525 2,230 1.0x 11.7x 3.8x 2,291 41.1% 8.3%

Knoll, Inc. United States KNL 23.55 90.4% 1,149 1,413 1.3x 11.6x 2.2x 1,090 36.2% 11.2%

Albany International Corp. United States NYSE:AIN 32.06 77.1% 1,026 1,152 1.6x 8.7x 2.3x 725 37.6% 18.3%

Unifi Inc. United States UFI 29.20 77.8% 521 617 0.9x 8.1x 1.8x 687 13.2% 8.3%

Kimball International, Inc. United States NASDAQGS:KBAL 10.58 56.6% 397 363 0.6x 8.5x 0.0x 601 31.4% 7.1%

Culp, Inc. United States CFI 30.20 85.7% 373 343 1.1x 11.0x 0.1x 314 18.8% 9.9%

Bassett Furniture Industries, Incorporated United States BSET 32.45 84.0% 355 326 0.8x 9.4x 0.4x 410 56.9% 8.4%

Hooker Furniture Corp. United States HOFT 25.69 94.1% 277 233 0.9x 9.4x 0.0x 249 26.5% 9.9%

Flexsteel Industries Inc. United States NasdaqGS:FLXS 36.15 78.4% 271 281 0.6x 7.1x 0.3x 467 23.5% 8.5%

CSS Industries Inc. United States NYSE:CSS 26.40 80.0% 244 161 0.5x 4.9x 0.0x 309 32.2% 10.7%

The Dixie Group, Inc. United States DXYN 9.44 82.1% 151 287 0.7x 16.7x 7.9x 419 24.6% 4.1%

Crown Crafts, Inc. United States NasdaqCM:CRWS 8.25 94.0% 82 74 0.8x 6.5x 0.0x 88 27.3% 12.9%

Median $30.40 84.7% $773 $884 0.9x 9.4x 1.3x $706 31.6% 9.9%

Mean $40 .07 83.6% $2,107 $2,515 1.1x 10.5x 1.8x $1,674 31.3% 10.3%

FURNITURE & HOME DÉCOR RETAIL

The Sherwin-Williams Company United States SHW 242.86 82.5% 22,637 24,847 2.2x 15.7x 1.4x 11,302 47.2% 14.0%

Bed Bath & Beyond Inc. United States BBBY 58.98 74.1% 10,003 10,806 0.9x 6.1x 0.9x 12,014 38.6% 14.6%

Williams-Sonoma Inc. United States WSM 78.18 87.5% 7,094 7,125 1.5x 10.8x 0.2x 4,843 38.2% 13.6%

Wayfair Inc. United States NYSE:W 39.07 68.7% 3,274 2,986 1.8x NM 0.0x 1,661 24.1% -7.5%

Aaron's, Inc. United States AAN 40.33 98.8% 2,927 3,331 1.1x 7.7x 1.2x 3,068 51.1% 14.0%

La-Z-Boy Incorporated United States LZB 28.41 98.0% 1,436 1,347 0.9x 10.4x 0.0x 1,440 35.9% 9.0%

Rent-A-Center, Inc. United States RCII 25.20 67.2% 1,337 2,223 0.7x 7.8x 3.3x 3,254 67.0% 8.8%

Select Comfort Corporation United States SCSS 24.62 68.9% 1,266 1,177 0.9x 7.1x 0.0x 1,271 61.3% 13.1%

Conns Inc. United States CONN 24.48 55.7% 894 1,699 1.1x 17.6x 8.4x 1,558 27.3% 6.2%

Ethan Allen Interiors Inc. United States ETH 27.88 85.4% 792 791 1.0x 9.3x 0.9x 755 54.5% 11.3%

Pier 1 Imports, Inc. United States PIR 7.53 43.0% 659 884 0.5x 5.3x 1.6x 1,890 38.9% 8.8%

Haverty Furniture Companies Inc. United States HVT 22.71 87.3% 517 497 0.6x 6.9x 0.7x 791 53.5% 9.1%

Lumber Liquidators Holdings, Inc. United States LL 18.84 26.9% 510 485 0.5x 10.1x 0.4x 1,046 34.9% 4.6%

Kirkland's Inc. United States KIRK 24.20 82.0% 418 369 0.7x 7.6x 0.0x 529 48.8% 9.1%

Median $26.54 78.0% $1,301 $1,523 0.9x 7.8x 0.8x $1,609 43.0% 9.1%

Mean $47.38 73.3% $3,840 $4,183 1.0x 9.4x 1.4x $3,244 44.4% 9.2%

TTM MarginsEnterprise Value / TTM

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

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1 4 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T | I N D U S T R Y M E T R I C S

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

NOTE: Figures in bold and italic type were excluded from median and mean calculation.(1) As of 10/9/2015.(2) Market Capitalization is the aggregate value of a �rm's outstanding common stock.(3) Enterprise Value is the total value of a �rm (including all debt and equity).Source: S&P Capital IQ.

($ in millions, except per share data) Current % of Market Enterprise Total Debt/ TTMCompany Name Country Ticker Stock Price (2) 52W High Capitalization (3) Value (4) Revenue EBITDA EBITDA Revenue Gross EBITDAHOME ENVIRONMENT

HOUSEWARES

Newell Rubbermaid Inc. United States NYSE:NWL $42.22 94.9% $11,307 $13,952 2.4x 14.5x 3.0x $5,835 38.7% 16.5%

Helen of Troy Limited United States HELE 101.72 97.3% 2,911 3,416 2.2x 16.2x 2.5x 1,528 41.7% 13.8%

Tupperware Brands Corporation United States NYSE:TUP 55.06 75.5% 2,747 3,546 1.5x 8.8x 2.2x 2,439 66.5% 16.6%

Libbey Inc. United States AMEX:LBY 33.48 79.6% 731 1,152 1.4x 10.3x 4.0x 852 23.6% 13.2%

Lifetime Brands, Inc. United States LCUT 15.03 82.8% 210 337 0.6x 10.4x 3.4x 591 36.6% 6.5%

Median $42.22 82.8% $2,747 $3,416 1.5x 10.4x 3.0x $1,528 38.7% 13.8%

Mean $49.50 86.0% $3,581 $4,481 1.6x 12.0x 3.0x $2,249 41.4% 13.3%

JUVENILE

Hasbro Inc. United States NasdaqGS:HAS $74.35 88.1% $9,287 $10,164 2.4x 12.5x 2.1x $4,280 52.8% 18.8%

Mattel, Inc. United States NasdaqGS:MAT 22.35 70.0% 7,568 9,368 1.6x 9.9x 2.2x 5,926 49.6% 15.9%

Carter's, Inc. United States CRI 92.83 84.8% 4,850 5,192 1.8x 11.7x 1.3x 2,966 41.3% 15.0%

The Children's Place, Inc. United States NasdaqGS:PLCE 59.00 84.4% 1,199 1,023 0.6x 7.6x 0.2x 1,738 35.8% 7.8%

Dorel Industries Inc. Canada TSX:DII.B 24.21 74.4% 786 1,397 0.5x 9.9x 4.7x 2,709 21.9% 5.4%

Build-A-Bear Workshop Inc. United States NYSE:BBW 18.60 80.9% 315 272 0.7x 6.7x 0.0x 393 47.7% 10.4%

JAKKS Pacific, Inc. United States NasdaqGS:JAKK 8.67 84.3% 166 271 0.3x 4.0x 3.3x 849 29.4% 7.7%

LeapFrog Enterprises Inc. United States NYSE:LF 0.73 11.8% 52 -37 NM NM 0.0x 331 28.1% -21.3%

Summer Infant, Inc. United States NasdaqCM:SUMR 1.77 48.6% 32 89 0.4x 30.8x 20.1x 207 31.1% 1.4%

Median $22.35 80.9% $786 $1,023 0.6x 9.9x 2.1x $1,738 35.8% 7.8%

Mean $33.61 69.7% $2,695 $3,082 1.0x 11.6x 3.8x $2,155 37.5% 6.8%

KITCHEN, BATH & OUTDOOR

Reckitt Benckiser Group plc United Kingdom LSE:RB. 92.52 95.9% 65,724 68,436 5.0x 18.5x 1.0x 13,947 58.1% 27.3%

Henkel AG & Co. KGaA Germany DB:HEN3 106.39 80.9% 42,049 42,448 2.1x 12.0x 0.7x 19,479 47.9% 17.7%

Kimberly-Clark Corporation United States NYSE:KMB 114.73 96.4% 41,793 49,089 2.6x 10.9x 1.8x 19,218 34.9% 22.8%

The Clorox Company United States NYSE:CLX 120.52 99.6% 15,562 17,371 3.1x 14.7x 1.9x 5,655 43.6% 20.5%

Church & Dwight Co. Inc. United States NYSE:CHD 87.62 96.6% 11,474 12,344 3.7x 16.2x 1.4x 3,367 44.2% 22.8%

The Toro Company United States TTC 73.52 99.2% 4,030 4,306 1.9x 12.3x 1.1x 2,324 34.9% 14.7%

Husqvarna AB (publ) Sweden OM:HUSQ B 6.96 83.4% 3,983 4,737 1.1x 10.6x 2.2x 4,251 28.8% 10.4%

Prestige Brands Holdings, Inc. United States NYSE:PBH 48.28 93.3% 2,546 4,039 5.3x 15.6x 5.8x 761 57.7% 34.1%

WD-40 Company United States NasdaqGS:WDFC 94.85 99.6% 1,374 1,387 3.6x 19.1x 1.5x 384 52.6% 18.9%

Median $92.52 96.4% $11,474 $12,344 3.1x 14.7x 1.5x $4,251 44.2% 20.5%

Mean $82.82 93.9% $20,948 $22,684 3.1x 14.4x 1.9x $7,709 44.7% 21.0%

TTM MarginsEnterprise Value / TTM

INDUSTRY METRICS

PUBLIC COMPANY OPERATING METRICS

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M&

A T

RA

NS

AC

TIO

NS

DAT E TA R G E T B U Y E R D E A L S TAT S R AT I O N A L E

1 5 C O N S U M E R P R O D U C T S & R E T A I L | H O M E E N V I R O N M E N T | I N D U S T R Y M E T R I C S

A p r - 1 5

A p r - 1 5

A p r - 1 5

J u l - 1 5

J u l - 1 5

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S o u r c e s : S & P C a p i t a l I Q , P i t c h B o o k , E q u i t y R e s e a r c h , p u b l i c d a t a .

The �nest casual furniture in the world.J u l - 1 5

M a y - 1 5

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Secondary buyout from Littlejohn, which completed five add-on acquisitions since it purchased the company in a Chapter 11 restructuring in 2010.

The acquisition represents a new growth platform for New Water Capital, which has stated plans to broaden product range and expand national sales network.

The acquisition represents a new growth platform for Excelsior Capital, which has stated plans to continue expanding ADL’s product offering into the premium category, “…focusing on building creative design, licensing, and manufacturing capabilities.”

Expands luxury brand of residential and contract furniture offerings.

Consistent with Huron’s buy-and-build strategy, acquisition strengthens Olon’s U.S. manufacturing presence and expands its product offering.

Diversifies family and home products offering with the addition of lighting and furniture, including a bed design ”...which opens new ways to look at a child’s bedroom furniture.”

The acquisition represents a new growth platform for Webster Capital, which has stated plans to leverage RIO’s design and sourcing expertise to increase its share of the outdoor furniture market, where ”...outdoor living is becoming an increasing part of everyday lifestyles.”

The acquisition represents a new growth platform for Blackthorne, which has brought in a new President with extensive experience in consumer products sectors, including leadership positions at Ariens, Kohler, Sears, and Pacific Cycle. Press releases hint at aggressive growth plans that include increased employment.

The acquisition represents a new growth platform for Succession Capital, which has stated plans to grow the company’s footprint in the Pacific Northwest.

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

MidOcean was seeking an acquisition in the infant/juvenile sector, stating plans to accelerate KidKraft’s rapid global expansion, including through acquisition.

Diversifies product offering and aids in the expansion of its youth category.

Acquisition expands product range to include free-standing and built-in furniture with goal to increase U.S. market penetration.

Management buyout from Compass Diversified Holdings, which acquired the company in 2007.

M a n a g e m e n t

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1 6 C O N S U M E R P R O D U C T S & R E T A I L | O U T D O O R & A C T I V E L I F E S T Y L E

OUTDOOR & ACTIVE LIFESTYLE

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

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CONSOLIDATIONAcquisitions are in focus for growth-seeking outdoor product companies, with capital availability and accommodative credit markets supporting strong valuations for growing brands.

PLANOGRAM POWER

Consolidation is continuing in the fragmented outdoor and active lifestyle industry, with planogram power the end game to drive topline growth. Companies are seeking innovative, authentic brands to complement product offerings and fast track entry into growing outdoor niches. Consolidation plays continue to drive earnings growth.

Vista Outdoor recently acquired CamelBak and Jimmy Styks— moves to broaden its outdoor products portfolio and target the growing ”outdoor recreation” market. As the market leader in ammunition products, Vista expects to leverage its product distribution through a larger brand portfolio, citing sales synergies as a key driver for the CamelBak acquisition. According to industry analysts, Vista Outdoor aims to be a consolidator of outdoor products in areas such as hunting, fishing, camping, biking, and golf. The company currently owns about 30 brands in the hunting and shooting space as well as the broader outdoor sector.

1 7 C O N S U M E R P R O D U C T S & R E T A I L | O U T D O O R & A C T I V E L I F E S T Y L E

S o u r c e s : S & P C a p i t a l I Q , P i t c h B o o k , E q u i t y R e s e a r c h , p u b l i c d a t a .

2 0 1 52 0 1 5 2 0 1 3 2 0 1 3

ACQUIRER TARGETS

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Plano Synergy is advancing its stated goal to be the nation’s premier hunting and fishing outdoor products company. The acquisitions of Hartcraft in August and No Limit Archery in July solidify the company’s position as a premier archery brand, expanding its product range to include fixed-blade and mechanical broadheads. With the buys, Plano Synergy is able to “offer hunters a full complement of the best broadheads available in the market,” said CEO Tom Hurt in a statement. The February acquisition of Bloodsport Archery, a maker of high-performance arrow shafts and accessories, further demonstrates its commitment to the archery industry. Plano acquired Zink Calls and Avian-X in January, premium brands in the waterfowl call, turkey call, and frame blind and hunting decoy categories, aiming to enhance the company’s retail positioning as “a one-stop shop for all waterfowl-hunting accessory and product needs.”

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

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CONSOLIDATIONOutdoor niches are attracting strong interest from private equity, as firms aggressively pursue new platforms and acquisitive growth for current investments.

1 8 C O N S U M E R P R O D U C T S & R E T A I L | O U T D O O R & A C T I V E L I F E S T Y L E

Private equity is attracted to growing outdoor enthusiast markets, which are benefiting from positive industry tailwinds as rising disposable income and overarching themes of health and wellness fuel consumer demand.

Financial sponsors are betting on hunting’s revival, as evidenced by a wave of M&A activity in the segment: Arcus Hunting, formed by Bregal Partners in November 2014, has completed three acquisitions to the platform: Obsession Archery and Tink’s in 2015 and Dead Down Wind in 2014, furthering its intentions to acquire leading hunting and archery brands and build out its presence in the bowhunting and archery accessories industry. The Outdoor Group (TOG) has completed seven acquisitions since its inception in 2012 to grow its stable of brands that now includes Elite Archery, Duel

Game Calls, Scott Archery, Custom Bow Equipment (CBE), Winner’s Choice Custom Bowstrings, Slick Trick and Solid Broadheads. Slick Trick Broadheads was its most recent buy in May 2014, a pioneer in fixed-blade broadheads.

TOG is also building its management team to support future growth, announcing new appointments in August 2015. Peter Crawford will serve as President of a newly-formed Business Development Division, tasked with brand building and future product and category expansion. Crawford brings over 20 years of manufacturing, sales, and acquisition experience in the hunting and outdoor industries. Eric Griggs will now serve as President of Elite Archery and Winner’s Choice Custom Bow Strings. A professional archer, Griggs has served in executive leadership positions at Scott, CBE,

S o u r c e s : S & P C a p i t a l I Q , P i t c h B o o k , E q u i t y R e s e a r c h , p u b l i c d a t a .

2 0 1 5 2 0 1 4

ACQUIRER TARGETS

and Winner’s Choice. Greg Steil, Excecutive Chairman of ATI Physical Therapy and avid outdoorsman, is the CEO of TOG.

Funds are targeting active lifestyle brands as fitness grows in popularity. Implus is looking to expand its reach in the fitness and specialty markets, announcing the acquisition of athletic sock company Balega International in May 2015, which followed three acquisitions in 2014: TriggerPoint Performance, a maker of massage and muscle care products; FitDeck, a developer of workout programs; and DryGuy, a maker of apparel and boot dryers. Implus owns 15 brands in its portfolio. Implus was acquired in May 2015 by Berkshire Partners and Ares Capital.

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2 0 1 5

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CASE STUDY

The CamelBak acquisition adds a strong hydration brand to Vista’s stable of outdoor brands and diversifies its sales away from the guns and ammunition category, further advancing its strategy of building a broad portfolio in the outdoor sports and recreation market. Shooting Sports accounted for approximately 65 percent of the company’s sales in fiscal 2015 with ammunition the largest category.

CamelBak is the leading provider of personal hydration solutions for outdoor, recreation, and military use with an estimated 40 percent market share. The company’s products include hydration packs, reusable bottles, and individual purification and filtration systems. CamelBak was a subsidiary of Compass Diversified Holdings (NYSE: CODI).

“CamelBak helps strengthen and expand Vista Outdoor’s presence in the outdoor sports and recreation market,” said Vista CEO Mark DeYoung. “Their highly recognizable and respected products are used by all manner of outdoor sports enthusiasts and complement every activity where Vista Outdoor’s products are currently used. This acquisition will help our company provide an even broader portfolio of trusted brands for our consumers.”

Hydration is a high-margin category that has attracted premium valuations in the marketplace. In September 2014, Newell Rubbermaid (NYSE: NWL) completed the acquisition of Ignite Products, a manufacturer of thermal and hydration bottles under the Contigo and Avex brand names, for $308 million, valuing the business at ~9-9.5x EBITDA. Ignite is a leading player with an estimated 15 percent share in the hydration segment and was growing at 2-3x the category rate.

1 9 C O N S U M E R P R O D U C T S & R E T A I L | O U T D O O R & A C T I V E L I F E S T Y L E | C A S E S T U D Y

“ CamelBak helps strengthen and expand Vista Outdoor’s presence in the outdoor sports and

recreation market. This acquisition will help our company provide an even broader portfolio of

trusted brands for our consumers.”

Mark DeYoungCEO, Vista Outdoor

S o u r c e s : S & P C a p i t a l I Q , E q u i t y R e s e a r c h , v i s t a o u t d o o r. c o m .

Enterprise Value: $412.5 million

Enterprise Value/Revenue: 2.57xEnterprise Value/EBITDA: 11.0x* 2 0 1 5 P r o j e c t e d R e v e n u e a n d E B I T DA

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

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We made our first pure-play Ecommerce investment in December 2012 with REVOLVE Clothing, a high-growth online retailer of premium apparel for women and men. It was our learnings from REVOLVE that attracted us to the Backcountry opportunity. We saw a number of parallels between the two businesses in terms of their growth prospects and positioning in the market.

2 0 C O N S U M E R P R O D U C T S & R E T A I L | O U T D O O R & A C T I V E L I F E S T Y L E | Q & A

How have your drawn on your investment experience in Ecommerce/Direct-to-Consumer for Backcountry.com?

The Outdoor category is obviously a large industry, and the premium segment is growing faster than the value segment. Backcountry is the leading online retailer in the premium Outdoor space. Our investment decision was more about Backcountry specifically and the opportunities we see for that business.

Generally, we are seeing the consumer really wanting to engage in the outdoors. There is a broader set of consumers that are not necessarily the true hardcore outdoor enthusiasts but want to

increase their participation in outdoor activities and participate in the outdoor lifestyle. Backcountry has attracted the enthusiast customer and has a tremendous opportunity to continue to expand its reach to a broader set of consumers. They have created an outdoor lifestyle brand with an aspirational experience and community. Consumers can feel like they are engaging in this outdoor lifestyle that is approachable and fun but also feels authentic and premium. That engagement is an important part of the brand DNA for Backcountry.

Our diligence told us that Backcountry is a highly respected brand among its vendors and target consumers, and it is regarded as a destination and an authority in the Outdoor space. Their core customer is the true outdoor enthusiast, and we see an opportunity to bring in a larger segment of consumers that are attracted to the outdoor lifestyle.

The strength and sophistication of the management team was also a key attractive quality in Backcountry. We felt there was a lot that TSG could bring to the table in terms of brand building, marketing, and product curation in partnership with the management team to accelerate organic growth.

Backcountry is your first investment in the Outdoor Industry. What attracted you to the space and to the company specifically?

WHAT INDUSTRY LEADERS ARE SAYINGTSG Consumer Partners recently completed its first investment in the Outdoor industry with Backcountry.com, an online specialty retailer of outdoor gear and apparel. Jennifer Baxter Moser, a Managing Director at TSG Consumer Partners, shared her insight on the business and changing dynamics in the industry.

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GREENFIELD EXPANSION INTO ADJACENT OUTDOOR NICHESThere are interesting niches like fishing and scuba, for example, in which Backcountry is underpenetrated, that we could pursue. The niches that are going to move the needle in terms of scale are outdoor fitness and outdoor lifestyle.

We see opportunities for growth, not necessarily by going deep into one category or activity but rather by having a breadth of categories. Backcountry is the flagship brand for

outdoor apparel, soft goods, and equipment for activities such as climbing, camping, and hiking. Their Competitive Cycle business focuses on bikes and accessories for the premium cycling consumer. Where historically Backcountry had been more focused on the specific outdoor activities, we see category expansion opportunities in the broader outdoor fitness and outdoor lifestyle segments to fill in the assortment.

We also think there is an opportunity for a curation of products and brands given Backcountry’s reputation as a credible, authentic brand and an authority in the Outdoor space. The Backcountry consumer is coming to the site looking for advice on what products to buy, so there is a discovery element to the consumer experience. The large national brands will always be important, but we also see an opportunity to curate smaller, emerging brands that have more narrow distribution, where the consumer may be discovering them at Backcountry for the first time.

Much of REVOLVE’s success over the past several years has been about curation and having a unique set of products and brands that the consumer can’t find anywhere else. We think there is a similar curation opportunity with Backcountry. Outdoor enthusiasts are looking for new and interesting brands and want to be the first to buy them among their friends.

CREATING OWN BRAND/PRIVATE LABEL While today, Backcountry is focused on third party brands, we believe there is an opportunity to develop our own set of brands that we are designed for our customers. Brand creation has been a very successful strategy for REVOLVE.

We have the ability to leverage our proprietary data on brands, products, and activities that are trending to identify where there are opportunities to fill in the assortment with designs that are targeted at the consumer. Whether it is building a Backcountry brand or developing a unique set of brands, the strategy is still in development.

ACQUISITIONSThe management team has demonstrated the ability to successfully integrate acquisitions and leverage a scalable platform to generate synergies. That gives us an advantage as we think about add-on acquisitions, which is certainly something that we have on our radar.

”We are seeing the consumer really wanting to engage in the outdoors. There is a broader set of consumers that are not necessarily the true hardcore outdoor enthusiasts

but want to increase their participation in outdoor activities and participate in the outdoor lifestyle.”

What are your plans to grow the business?

WHAT INDUSTRY LEADERS ARE SAYING

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“ Today there is more of an expectation from investors that Ecommerce businesses deliver

bottom line profit.”

What are your plans to grow the business?

(continued)

INTERNATIONAL EXPANSIONBackcountry is primarily focused on the U.S. today, and we do think there are international growth opportunities across the platform. We’ve only scratched the surface in terms of global expansion.

Backcountry acquired German online outdoor retailer Bergfreunde to create a platform in Europe. The brand has a very strong market position and is seeing nice growth in Germany and across Europe.

Please comment on the growth of the Ecommerce channel in Outdoor.

The Ecommerce channel is evolving very rapidly. Today there is more of an expectation from investors that Ecommerce businesses deliver bottom line profit. We have observed two very distinct models—some that focus on profitability and others that are much more focused on driving customer acquisition but lose money in those early years of growth.

Ecommerce penetration in Outdoor is about 20 percent today, which is higher than the average across other consumer sectors. In terms of the share shift, Ecommerce still has room to increase penetration; however, there will always be a place for brick and mortar in the category. Consumers want to touch and feel these products. While Backcountry today is pure-play online, there is a lot of demand from our customers to have a physical retail presence. Having that multichannel position may be an interesting strategy, and it is something that we are thinking about in terms of a long-term plan.

We are focused on growing across all segments, and hard goods will always be an essential part of the business. It is important to that enthusiast customer. Because it is a more technical sale, it can be more difficult to sell hard goods online. But Backcountry has a tremendously successful business in this category, which speaks to the level of customer service and trust that the consumer has in the brand.

Do you see Backcountry getting more into hard goods than it is today?

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” Millennial consumers are looking for authenticity—brands that they can identify with that feel distinct

and different. Millennials also really want to engage.”

What changes have you observed regarding the demographics of the Outdoor consumer?

Backcountry attracts a broad demographic of consumers. However, relative to some of the larger brick and mortar players, Backcountry is definitely appealing to a younger consumer.

It goes back to this idea of curation of product and brand. As we’ve found with our investment in REVOLVE, the Millennial consumer wants that newness, and is looking for brands and products that are unique. They are looking for authenticity—brands that they can identify with that feel distinct and different. Millennials also really want to engage.

Backcountry’s approach in curating these undiscovered brands is attracting that younger demographic. Through Backcountry’s Gearheads program, consumers have access to experts who offer guidance on products and which brands to buy, which provides a higher level of engagement than the typical retail or online shopping experience. This personal approach and desire to bring people into the outdoor community resonates with the younger consumer. There is also an opportunity to grow a broader community outreach through social media and brand marketing which is an area of focus as we go forward.

Marketing to Millennials: What opportunities does this demographic present within Outdoor and for Backcountry?

As an investor in brands, we have seen firsthand the power of social media. It can be the most authentic and credible way to create a one-to-one engagement with the consumer—particularly the younger consumer—and it does drive purchase behavior. But you have to get it right. You need the right team that really understands how to create the content and integrate the right personality into what you are delivering to the consumer.

What is the role of social media in influencing customer purchasing behavior and is it growing in importance in Outdoor?

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WHAT INDUSTRY LEADERS ARE SAYING

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“ Social media represents a huge opportunity in Outdoor. The Outdoor space is truly so much about

the experience, and it is very visual.”

Where does Backcountry fit into the marketplace vis-a-vis REI and other national outdoor retailers?

REI is clearly a leading brick and mortar retailer in the premium outdoor space. While Backcountry and REI are both authentic outdoor retailers, each has a distinct assortment of products and brands with a limited degree of overlap—which was an important quality for us when we first looked at Backcountry. Backcountry is curating a set of brands and products that is truly different. The outdoor consumer isn’t going to find those same products when they walk the floor of REI.

Backcountry has a distinct personality and is approaching the market in a different way. Part of the company’s approach is the Gearheads program, the site experience, and the product assortment, which are appealing to this younger consumer.

How much of a threat to Backcountry’s business are brands building their own Ecommerce platforms?

There is increasing competition as the penetration of Ecommerce continues to grow and brick and mortar loses share. We are certainly seeing brands building their own websites and selling directly to the consumer. However, the consumer will always want to have variety and the ability to shop across brands.

Backcountry is well-positioned versus other third-party Ecommerce players because it is an established and scaled business with an

excellent reputation and long-term vendor relationships.

That said, we are certainly aware of the increased competition in online retail, and that’s where the content, customer service, and differentiated consumer experience that Backcountry creates through the Gearheads and other programs becomes increasingly important.

Social media represents a huge opportunity in Outdoor. The Outdoor space is truly so much about the experience, and it is very visual. For example, we are seeing increased engagement in certain outdoor activities, such as running and cycling, supported by starts ups that are creating competitive apps. Helping create these experiences at Backcountry, by leveraging social media, will further develop and enhance the company’s outdoor community presence. This approach is also an area of expertise for TSG, and we look forward to bringing it to bear in supporting the Backcountry team.

What is the role of social media in influencing customer purchasing behavior and is it growing in importance in Outdoor?

(continued)

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What do you think about flash sale and closeout sites for the “bargain-seeking” outdoor consumer?

Backcountry has its own flash segment under the Steep & Cheap brand which targets the promotion and sale seeking consumer. We can opportunistically buy excess inventory in the market at a lower cost and funnel it into our flash site.

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” Across the board, we are seeing high-growth consumer businesses garnering fairly robust

multiples.”

There is always the challenge of seasonality, whether you are a brand or a retailer. One of the opportunities that we see with Backcountry is expanding into categories like outdoor fitness and outdoor lifestyle to mitigate the seasonality of the business.

Backcountry has a captive audience of outdoor enthusiast customers who are already buying these products so there is significant headroom to expand. Geographic expansion can certainly provide diversification and mitigate some seasonality as well.

What are the most critical challenges/issues facing the Outdoor industry?

We are definitely in a period where valuations are still high. Across the board, we are seeing high-growth consumer businesses garnering fairly robust multiples. Outdoor is no different in that regard.

Can you share your observations on valuation trends in today’s market?

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INDUSTRY METRICS

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PUBLIC COMPANY OPERATING METRICS

NOTE: Figures in bold and italic type were excluded from median and mean calculation.(1) As of 10/9/2015.(2) Market Capitalization is the aggregate value of a �rm's outstanding common stock.(3) Enterprise Value is the total value of a �rm (including all debt and equity).Source: S&P Capital IQ.

($ in millions, except per share data) Current % of Market Enterprise Total Debt/ TTMCompany Name Country Ticker Stock Price (2) 52W High Capitalization (3) Value (4) Revenue EBITDA EBITDA Revenue Gross EBITDA

OUTDOOR & ACTIVE LIFESTYLE

APPAREL & FOOTWEAR

NIKE, Inc. United States NYSE:NKE $124.94 98.8% $106,473 $102,197 3.3x 20.4x 0.2x $31,033 46.2% 16.1%

V.F. Corporation United States NYSE:VFC 71.36 91.7% 30,374 32,298 2.6x 15.3x 1.2x 12,450 48.7% 16.9%

Under Armour, Inc. United States NYSE:UA 102.32 96.6% 22,066 22,612 6.6x 51.1x 1.6x 3,422 48.8% 12.9%

Adidas AG Germany DB:ADS 86.55 97.6% 17,326 18,256 1.0x 12.2x 1.5x 17,426 47.5% 8.4%

Lululemon Athletica Inc. Canada NasdaqGS:LULU 52.75 75.4% 7,414 6,873 3.6x 15.9x 0.0x 1,898 49.5% 22.7%

ASICS Corp. Japan TSE:7936 26.06 78.4% 4,947 5,021 1.4x 14.0x 1.7x 3,716 43.4% 9.8%

Columbia Sportswear Company United States NasdaqGS:COLM 58.42 78.2% 4,107 3,719 1.7x 13.4x 0.1x 2,211 45.8% 12.6%

PUMA SE Germany DB:PUM 218.50 95.7% 3,264 3,047 0.8x 17.2x 0.9x 3,551 46.2% 4.8%

Wolverine World Wide Inc. United States NYSE:WWW 21.15 60.1% 2,181 2,797 1.0x 8.9x 2.6x 2,782 39.3% 11.3%

Deckers Outdoor Corp. United States NYSE:DECK 61.05 61.1% 1,995 1,903 1.0x 7.4x 0.3x 1,819 48.3% 14.1%

Billabong International Limited Australia ASX:BBG 0.50 94.5% 496 579 0.7x 11.8x 4.1x 813 53.4% 6.2%

Lafuma SA France ENXTPA:LAF 20.63 90.3% 147 129 0.7x 21.8x 0.1x 186 39.4% 3.1%

Rocky Brands, Inc. United States Nasdaq:RCKY 14.91 64.5% 113 144 0.5x 5.8x 1.4x 286 33.8% 8.6%

Median $58.42 90.3% $4,107 $3,719 1.0x 14.0x 1.2x $2,782 46.2% 11.3%

Mean $66.09 83.3% $15,454 $15,352 1.9x 16.6x 1.2x $6,276 45.4% 11.4%

FITNESS & FUNCTIONAL

Nautilus Inc. United States NYSE:NLS 16.01 69.8% 505 418 1.3x 9.5x 0.0x 310 52.2% 14.3%

Johnson Health Tech Co., Ltd. Taiwan TSEC:1736 1.47 53.6% 446 457 0.9x 11.5x 3.7x 528 46.1% 8.2%

Gaiam Inc. United States NASDAQ:GAIA 6.42 81.8% 157 143 0.8x 52.8x 0.0x 175 44.7% 1.6%

Town Sports International Holdings Inc. United States NasdaqGM:CLUB 2.91 37.8% 71 358 0.8x 9.6x 11.1x 442 55.5% 7.9%

Median $4.67 61.7% $302 $388 0.9x 10.6x 1.9x $376 49.2% 8.0%

Mean $6.70 60.7% $295 $344 1.0x 20.9x 3.7x $364 49.7% 8.0%

OUTDOOR & ACTIVE RETAIL

Foot Locker, Inc. United States FL $71.04 92.0% $9,902 $9,064 1.2x 8.9x 0.1x $7,253 42.2% 14.1%

Canadian Tire Corp. Ltd. Canada TSX:CTC.A 87.81 82.6% 6,926 9,658 1.0x 9.5x 3.1x 9,932 33.1% 10.5%

Sports Direct International plc United Kingdom LSE:SPD 10.57 84.1% 6,258 6,345 1.5x 11.0x 0.4x 4,297 43.8% 13.2%

Dick's Sporting Goods Inc. United States DKS 50.85 84.3% 6,029 5,912 0.8x 7.8x 0.0x 7,075 30.6% 10.8%

Finish Line Inc. United States FINL 20.08 69.1% 901 801 0.4x 4.9x 0.0x 1,874 39.0% 8.8%

Hibbett Sports, Inc. United States HIBB 36.69 65.8% 874 792 0.9x 6.1x 0.0x 927 35.5% 14.0%

Sportsman's Warehouse Holdings, Inc. United States NASDAQGS:SPWH 12.22 82.0% 590 817 1.2x 14.8x 4.1x 686 32.6% 8.1%

Big 5 Sporting Goods Corp. United States BGFV 10.35 66.9% 230 298 0.3x 6.0x 1.5x 999 31.9% 5.0%

Median $28.39 82.3% $3,465 $3,365 0.9x 8.3x 0.2x $3,086 34.3% 10.6%

Mean $37.45 78.3% $3,964 $4,211 0.9x 8.6x 1.2x $4,130 36.1% 10.6%

OUTDOOR & RECREATION

Polaris Industries Inc. United States PII $120.41 75.6% $7,965 $8,250 1.7x 9.3x 0.5x $4,804 29.9% 18.5%

Brunswick Corporation United States NYSE:BC 50.66 89.5% 4,658 4,499 1.1x 9.5x 1.0x 3,998 26.8% 11.7%

Pool Corp. United States POOL 75.67 98.4% 3,249 3,711 1.6x 17.0x 2.3x 2,294 28.6% 9.5%

Amer Sports Corp. Finland HLSE:AMEAS 26.28 87.4% 3,084 3,705 1.4x 13.9x 2.8x 2,660 44.4% 9.8%

Callaway Golf Co. United States NYSE:ELY 8.69 85.2% 683 809 1.0x 24.5x 4.6x 818 40.5% 4.0%

Arctic Cat Inc. United States ACAT 24.09 60.6% 313 323 0.5x 24.1x 2.3x 689 16.1% 1.9%

Marine Products Corp. United States NYSE:MPX 7.06 78.5% 271 253 1.4x 15.3x 0.0x 186 20.1% 8.9%

Johnson Outdoors Inc. United States NasdaqGS:JOUT 23.49 66.6% 234 188 0.4x 7.5x 0.3x 430 40.0% 5.8%

Escalade Inc. United States NasdaqGM:ESCA 16.20 81.0% 229 239 1.6x 9.2x 0.6x 149 29.8% 14.3%

Black Diamond, Inc. United States NasdaqGS:BDE 5.53 51.4% 181 159 0.8x 31.6x 4.4x 200 39.0% 2.5%

Median $23.79 79.8% $498 $566 1.2x 15.3x 2.3x $754 29.9% 9.2%

Mean $35.81 77.4% $2,087 $2,213 1.1x 17.0x 2.0x $1,623 31.5% 8.7%

HUNTING

Cabela's Incorporated United States NYSE:CAB $46.15 76.7% $3,245 $7,183 1.9x 15.8x 8.8x $3,824 43.4% 11.9%

Olin Corp. United States NYSE:OLN 18.07 52.6% 2,982 3,419 1.6x 10.6x 2.1x 2,147 16.5% 15.0%

Vista Outdoor Inc. United States NYSE:VSTO 44.00 89.3% 2,780 2,942 1.4x 10.2x 1.2x 2,032 25.8% 14.2%

Sturm, Ruger & Co. Inc. United States NYSE:RGR 59.99 90.7% 1,122 1,061 2.1x 9.4x 0.0x 499 29.5% 22.6%

Smith & Wesson Holding Corporation United States NasdaqGS:SWHC 18.18 94.6% 988 1,110 2.0x 8.4x 1.3x 568 36.8% 23.4%

Median $23.64 78.6% $1,055 $1,085 1.5x 10.4x 1.7x $661 30.7% 13.0%

Mean $29.12 76.0% $1,435 $1,908 1.4x 13.5x 2.3x $1,222 32.2% 12.8%

TTM MarginsEnterprise Value / TTM

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DAT E TA R G E T B U Y E R D E A L S TAT S

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Enterprise Value (EV): $412.5M

EV/Revenue: 2.57x (2015E)

EV/EBITDA: 11.0x (2015E)

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Enterprise Value (EV): $40.0M

EV/Revenue: 1.0x (2015E)

EV/EBITDA: 5.5x (2015E)

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The acquisition furthers commitment to the archery industry with addition of hunting attractants and accessories.

The acquisition represents a new growth platform for TSG Consumer Partners, which has stated plans to expand through adjacent categories and international markets.

Addition of high-end mountain bike brand to increase penetration in the U.S. market.

Acquisition furthers commitment to the archery industry with addition of high-performance broadheads and specialty release aids which boast a fiercely loyal niche consumer base.

The acquisition represents a new growth platform for Hilco Capital, which has stated plans to plans to accelerate growth through global expansion.

The acquisition represents a new growth platform for investor group.

The acquisition furthers commitment to the archery industry with addition of branded archery target and accessory products.

The acquisition represents a new growth platform in hunting and outdoor products (crossbows, hunting knives, military and tactical gear, self-defense, and collectibles) with opportunity to expand into adjacent markets.

Expands portfolio of outdoor brands to reach broader array of enthusiasts and leverages manufacturing and global distribution capabilities of combined business.

Expands the company’s Powersports offerings with leader in the snow bike industry, a fast-growing enthusiast category, with stated plans to accelerate growth through Polaris’ engineering, manufacturing, and distribution capabilities.

Investment supports acquisition and combination of Bravo Sports and ONE Industries, a motocross and mountain bike products company.

Diversification away from guns and ammunition category and advances strategy of building a broad portfolio in the outdoor sports and recreation market.

Diversification of outdoor products portfolio and entry into fast-growing stand up paddle board and accessories segment.

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The acquisition represents a new growth platform in branded footwear, fitness, and recreational accessories with stated plans to invest in organic and acquisition-driven growth.

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PETPET

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PET

SUPPLY CHAIN

Consumers increasingly are focusing on nutrition in pet health and demanding greater transparency in how products are sourced and manufactured. Product recalls have thrust food safety into the headlines, making supply chain control a critical issue for pet food manufacturers and consumers.

U.S.-based manufacturers are very focused on quality and supply chain integrity, as the importing of raw materials carries significant risk given contamination concerns. “Made in the USA” has become a major positioning point in the pet food marketplace, according to Packaged Facts, a direct result of recalled pet products sourced from China and other countries where pet product safety regulation is lacking. A recent Packaged Facts survey revealed that 61 percent of dog owners and 50 percent of cat owners in the United States actively seek out pet foods made domestically.

Consumers are taking “Made in the USA” one step further with locally manufactured pet foods gaining momentum. Packaged Facts survey results revealed that 38 percent of dog owners and 34 percent of cat owners “prefer buying pet food products from smaller companies they feel they can trust.” “In a market where fewer than a handful of players control the lion’s share of sales, that mindset points beyond product reformulation to revolutionary

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potential,” said David Sprinkle, research director at Packaged Facts, indicating the development has more disruptive potential than opting to buy natural or organic.

“Made in the USA” is a mantra for Merrick Pet Care, which makes the promise to consumers, “We never import ingredients from China—all our food is handcrafted in our Hereford, Texas kitchen with ingredients from farmers we know and trust.” Merrick’s manufacturing facilities are Safe Quality Food Level III certified.

The debate around ingredients has become more prominent, reports Euromonitor, citing increasing regulatory oversight by the FDA with the Food Safety Modernization Act (FSMA), which goes into effect this November. A significant provision of the new regulation establishes a zero-tolerance policy for Salmonella in pet food facilities, a more stringent standard than is applied to human food. The Preventive Controls for Animal Food rule has the most relevance to pet food manufacturers, which was revised to reflect a staggered compliance schedule of two to four years depending on company size, according to Pet Food Industry. Pet food companies that import products or ingredients from outside the U.S. must also comply with the Foreign Supplier Verification Program. 

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CASE STUDYPet food companies are looking at acquisitions to build market share across categories, functions and formats, and channels, with premium pet food and treats attracting strong interest. The category is experiencing outsized growth as human health and wellness trends intensify pet humanization, encouraging increased spending on better-for-you products—a boon for natural and organic brands.

The Merrick acquisition solidifies Nestlé’s reach in natural and organic pet food and treats, which means more shelf space in the growing independent and pet specialty channels. The move follows Nestlé’s 2012 acquisition of Zuke’s Performance Pet Nutrition, a maker of natural treats and chews for dogs and cats, which marked its entry into the space.

Merrick’s stable of leading natural and organic pet food brands include Merrick, as well as the ORGANIX, Good Buddy, and Natural Ultramix brands acquired with Castor & Pollux in 2012. Its products are sold in the independent and pet specialty, natural grocery, and online channels. Merrick was the first pet food company to

receive organic certification from the USDA. The company’s foods are “made in the USA” with most ingredients sourced from local farmers. None are sourced from China.

“The Merrick team has built an extremely strong portfolio of natural and organic pet food and treat brands that are helping millions of pets thrive,” commented Joe Sivewright, CEO of Nestlé Purina PetCare. “We admire Merrick and what the team is doing to provide pets with nutritious, quality and safe food and are excited about how the Merrick brands will broaden the Purina portfolios.”

Nestlé has stated “no planned changes to its management or operations”, leaving Merrick to operate as an independent business.

Merrick is rumored to have garnered a premium multiple (12-14x proforma +++EBITDA) in the sale. Swander Pace Capital acquired Merrick in 2010, its second investment in the pet food category. The sponsor acquired Eagle Pack Pet Foods in 2004, which it sold to Berwind in a secondary buyout in 2007.

3 0 C O N S U M E R P R O D U C T S & R E T A I L | P E T | C A S E S T U D Y

“ T h e M e r r i c k t e a m h a s b u i l t a n e x t r e m e l y s t r o n g p o r t f o l i o o f

n a t u r a l a n d o r g a n i c p e t f o o d a n d t r e a t b r a n d s t h a t a r e h e l p i n g

m i l l i o n s o f p e t s t h r i v e . We a r e e x c i t e d a b o u t h o w t h e M e r r i c k b r a n d s w i l l b r o a d e n t h e P u r i n a

p o r t f o l i o s .”

Joe SivewrightCEO, Nestlé Purina PetCare

S o u r c e s : S & P C a p i t a l I Q , P i t c h B o o k , E q u i t y R e s e a r c h , p u b l i c d a t a ..

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M&

A T

RA

NS

AC

TIO

NS

R AT I O N A L ED AT E TA R G E T B U Y E R D E A L S TAT S

3 1 C O N S U M E R P R O D U C T S & R E T A I L | P E T | I N D U S T R Y M E T R I C S

Enterprise Value (EV): $313.6M

EV/Revenue: 2.81x

EV/EBITDA: 8.2x

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M a y - 1 5

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Additive to other pet food investments with opportunity for growth in the Nordic countries and internationally.

”Transformational” acquisition will more than double the size of Patterson’s veterinary business, adding a broad product range and distribution in the United States, Canada, and the United Kingdom.

The acquisition represents a new growth platform for Quadrant, which has stated plans to expand capacity in refrigerated products and increase exports to the United States.

Growth equity investment in pet clothing and supplies, a fast growing category supported by the pet parenting trend.

Fourth pet specialty retail investment and leader in southeastern United States region.

The acquisition represents a new growth platform for Pamplona, which has stated plans to accelerate product innovation across private label and branded offerings and grow through further innovations and acquisitions in Western and Central Europe.

Recapitalization to support internal growth and continuation of consolidation strategy in the fragmented veterinary services space.

Acquisition expands specialty product portfolio in the West Coast for customers in Southern California, Arizona, New Mexico, Colorado, and Utah.

The acquisition will broaden the Purina portfolios with the addition of leading brands in the premium natural and organic pet food space.

S o u r c e s : S & P C a p i t a l I Q , P i t c h B o o k , E q u i t y R e s e a r c h , p u b l i c d a t a .

C o a s t P e t D i s t r i b u t o r s

Expands pet products portfolio in dog toys and travel products, augmenting size and scale to further acquire brands in the highly fragmented pet accessory market.

Enterprise Value (EV): $1.1B

EV/Revenue: .7x

EV/EBITDA: 16.2x

Enterprise Value (EV): $342.6M

EV/Revenue: 1.3x

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J u l - 1 5Geographic market, product, and segment expansion with opportunity to leverage manufacturing and marketing resources of Bosch to increase sales.

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

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INDUSTRY METRICS

3 2 C O N S U M E R P R O D U C T S & R E T A I L | P E T | I N D U S T R Y M E T R I C S

PUBLIC COMPANY OPERATING METRICS

NOTE: Figures in bold and italic type were excluded from median and mean calculation.(1) As of 10/9/2015.(2) Market Capitalization is the aggregate value of a �rm's outstanding common stock.(3) Enterprise Value is the total value of a �rm (including all debt and equity).Source: S&P Capital IQ.

($ in millions, except per share data) Current % of Market Enterprise Total Debt/ TTMCompany Name Country Ticker Stock Price (2) 52W High Capitalization (3) Value (4) Revenue EBITDA EBITDA Revenue Gross EBITDA

PET

Unicharm Corporation Japan TSE:8113 $18.88 66.8% $11,293 $11,262 1.9x 11.4x 0.2x $5,961 44.2% 16.7%

Spectrum Brands Holdings, Inc. United States SPB $96.76 90.8% $5,759 $10,042 2.2x 14.7x 6.3x $4,561 35.6% 15.0%

Blue Buffalo Pet Products, Inc. United States NasdaqGS:BUFF $18.73 65.0% $3,673 $3,883 4.0x 20.3x 2.0x $976 39.4% 19.6%

Pets at Home Group Plc United Kingdom LSE:PETS 4.38 93.3% 2,192 2,478 2.2x 13.9x 2.8x 1,083 54.2% 16.0%

Central Garden & Pet Company United States NasdaqGS:CENT 16.31 94.6% 827 1,185 0.7x 8.7x 2.9x 1,639 29.8% 8.3%

Freshpet, Inc. United States NasdaqGM:FRPT 10.36 56.2% 347 324 3.2x 206.9x 0.0x 102 48.6% 1.5%

PetMed Express, Inc. United States PETS 16.44 89.3% 334 276 1.2x 8.8x 0.0x 228 33.0% 13.7%

OurPet's Company United States OTCPK:OPCO 0.78 86.7% 14 19 0.8x 8.7x 1.9x 23 30.6% 9.5%

Median $16.38 88.0% $1,510 $1,831 2.0x 12.6x 2.0x $1,029 37.5% 14.4%

Mean $22.83 80.3% $3,055 $3,683 2.0x 36.7x 2.0x $1,822 39.4% 12.5%

TTM MarginsEnterprise Value / TTM

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

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GLOBAL CONSUMER PRODUCTS & RETAIL

3 3 C O N S U M E R P R O D U C T S & R E T A I L | A B O U T U S

FOCUS AREAS

• Furniture & Home Décor

• Decorative Lighting

• Kitchen & Bath

• Outdoor

• OTC / Cold & Flu

• Nutraceuticals

• Active Ingredients

• Efficacious Food & Beverage

• Personal & Household Care

• Food & Treats

• Toys

• Supplies & Consumables

• Supplements

WHO WE ARE

• Outdoor

• Recreation

• Sporting Goods

• Fitness & Functional

• Independent investment banking advisory firm focused on the middle market since 1989

• Senior bankers with significant experience and tenure; partners average over 20 years of experience

• Offices in Chicago and Cleveland

• Founding member and U.S. partner of Global M&A Partners, Ltd., the world’s leading partnership of investment banking firms focusing on middle market transactions

• Deep industry experience across core sectors of focus, including: Consumer Products & Retail, Environmental & Energy Services, Healthcare & Life Sciences, Human Capital Management Outsourcing, Industrials, Metals & Metals Processing, Plastics & Packaging, and Real Estate

Sell-Side Advisory

Acquisitions & Divestitures

Public & Private Mergers

Special Committee Advice

Strategic Partnerships & Joint Ventures

Fairness Opinions & Fair Value Opinions

All Tranches of

Debt & Equity Capital for:

Growth

Acquisitions

Recapitalizations

Dividends

General Financial & Strategic Advice

Balance Sheet

Restructurings

Sales of Non-Core Assets or Businesses

§363 Auctions

OUTDOOR & ACTIVE LIFESTYLE

HEALTH & WELLNESS PETHOMEENVIRONMENT

The information contained in this publication was derived from proprietary research conducted by a division or owned or affiliated entity of Brown Gibbons Lang & Company LLC. Any projections, estimates or other forward-looking statements contained in this publication involve numerous and significant subjective assumptions and are subject to risks, contingencies, and uncertainties that are outside of our control, which could and likely will cause actual results to differ materially. We do not expect to, and assume no obligation to update or otherwise revise this publication or any information contained herein. Neither Brown Gibbons Lang & Company LLC, nor any of its officers, directors, employees, affiliates, agents or representatives makes any representation or warranty, expressed or implied, as to the accuracy, completeness or fitness of any information contained in this publication, and no legal liability is assumed or is to be implied against any of the aforementioned with respect thereto. This publication does not constitute the giving of investment advice, nor a part of any advice on investment decisions and nothing in this publication is intended to be a recommendation of a specific security or company, nor is any of the information contained herein intended to constitute an analysis of any company or security reasonably sufficient to form the basis for any investment decision. Brown Gibbons Lang & Company LLC, its affiliates and their officers, directors, employees or affiliates, or members of their families, may have a beneficial interest in the securities of a specific company mentioned in this publication and may purchase or sell such securities in the open market or otherwise. Nothing contained in this publication constitutes an offer to buy or sell or the solicitation of an offer to buy or sell any security.

LEADING INDEPENDENT FIRM COMPREHENSIVE CAPABILITIES

M&A ADVISORY PRIVATE PLACEMENTS

FINANCIAL ADVISORY

For questions about content and circulation, please contact editor, Rebecca Dickenscheidt, at [email protected] or 312-513-7476.

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GLOBAL CONSUMER PRODUCTS & RETAIL

3 4 C O N S U M E R P R O D U C T S & R E T A I L | A B O U T U S

DEDICATED TEAM

CONTACTS

• Leads BGL’s Consumer Products & Retail Services practice

• Over 20 years of IB and corporate finance experience

• Former Managing Director at Banc One Capital Markets (JP Morgan Chase)

• Former Managing Director at First Chicago Capital Markets, founding the Detroit office for the firm in 1996

• Began investment banking career in 1990 with American National Bank & Trust Company, a subsidiary of First National Bank of Chicago

• Serves on the Chicago board of directors for the Gift of Adoption Fund

• Over 12 years of M&A and corporate finance experience

• Former senior banker within the Consumer and Retail group at KeyBanc Capital Markets, and M&A and corporate finance attorney for Wilmer Cutler Pickering Hale and Dorr LLP and Calfee, Halter & Griswold LLP

• B.S., University of Illinois

• M.B.A., Northwestern University Kellogg School of Management

• B.A., Colgate University

• J.D., Boston College Law School

J O H N T I L S O NM a n a g i n g D i r e c t o r

G r o u p H e a d

A L E X T E E T E RD i r e c t o r

PROFESSIONAL EXPERIENCE EDUCATIONPROFESSIONAL EXPERIENCE EDUCATION PROFESSIONAL EXPERIENCE EDUCATION

M AC R O E N V I R O N M E N T | H O M E E N V I R O N M E N T | O U T D O O R & AC T I V E L I F E S T Y L E | P E T | A B O U T U S

• Backcountry Camping, Hunting, Fly Fishing, Golf

• Lives in Winnetka, Illinois with his wife, three children, dog, and two cats

OUTSIDE INTERESTS

• Triathalons, Skiing, Backcountry Hiking/Camping, Scuba Diving

• Lives in Shaker Heights, Ohio with his wife, two children, and dog

OUTSIDE INTERESTS

One Magnif icent Mile 980 N. Michigan Avenue Suite 1880 Chicago, IL 60611p. 312.658.1600

One Cleveland Center1375 East 9th StreetSuite 2500 Cleveland, OH 44114p. 216.241.2800

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