navigating the investment landscape in co-manufacturing
TRANSCRIPT
November 2021
Navigating the Investment Landscape in Co-Manufacturing
2
Introduction Co-manufacturing has enabled the rapid growth of dynamic
sectors and new brands, and has accelerated innovationacross a range of categories.
It has also unlocked trapped value in mature categories whereasset consolidation was (and is still) needed.
Investing in the space presents an attractive way to accesscategories with strong underlying tailwinds, but whereindividual brands are often valued with very high multiples.
Co-manufacturing deal volume is increasing and valuationsare growing, but there are compelling investment opportunitiesfor both strategic and financial buyers–with numerous casestudies showing the attractive returns that this space candeliver (including from buy and builds).
While these positive structural dynamics are set to endure,there are also “watch-outs” for investors, including thecompetitive defensibility and operating capability differentiationof the target asset and the nature of the underlying marketdynamics.
3
What do we mean by co-manufacturing?
In this space, a range of terms are used interchangeably, and from
the outset we must be clear what we mean by co-manufacturing.
2
3
1Co-manufacturing involves the manufacture of a
brand’s product, with the brand owner responsible for
brand development, sales and marketing, and distribution of
the finished product.
Co-manufacturers differentiate along a number of axes,
including cost, quality, and flexibility. At its core, co-
manufacturing is anchored in real depth of production
expertise, a key requirement to compete and win.
Different models are deployed by co-manufacturers in
the product development phase of the value chain. Some
take a transactional stance, delivering against a brand’s
specifications. Others take a more active role in refining and
guiding the brand’s formulation decisions.
4Other related business models include co-packing and
bottling, where bulk product is packed or bottled into a
finished product for consumers, but where manufacture of the
bulk product is by the brand owner or another third party.
4
Private Label
(PL)
Manufacturing
Co-
Manufacturing
Brand
Licensing
Brand vs PLCommercial
Model
Marketing /
Brand Dev.
Product
Dev. /
Formulation
Private label
(grocery or
specialist
retailer)
Branded
(third party
owned)
Distribution /
RTM
Customer
tenders (often
annually) for a
desired volume
and agreed per
unit price
Licensee typically
pays brand
owner a %
royalty based on
sales
Value Chain Participation
Bulk
Manufacture
Co-manufacturing differs from other models in both commercial model and value chain participationDefining Co-Manufacturing & Related Models
Co-Packing /
Bottling
Sourcing
Branded
(customer
owned)
Typically longer-
term strategic
relationships
agreed on a per
unit price basis
Bottling /
Packing
Business
Model
✓ ✓ ✓ ✓
✓
✓ ✓ ✓ ✓ ✓n/a
✓ ✓ ✓ ✓ ✓
Varying levels of
involvement in
formulation, depending
on model deployed
5
Consumer megatrends are strongly positive for co-manufacturing, withnumerous underlying growth drivers
Hydration
Functional foods /
Well-being
Time-poor /
OTG
Low calorie /
Less sugar
Natural / Less
processed
Provenance
Global
superfoods Plant-based
Fresh
Premiumization
Experience /
Theatre
Unique /
Personalization
Direct-to- consumer
Social
responsibilityEnvironment
/ Waste
Free from
!
Low / No
alcohol
Local / Artisanal Food poverty
Food & Beverage
trends
Beverage
trends
Consumer
Goods
trends
Consumer Megatrends
Co-manufacturers are uniquely well-
placed to navigate this, through their
ability to:
– Manage short run lengths
– Develop economically advantaged,
capex-light solutions for customers
– Respond at pace to new product /
packaging solutions and invest at
scale behind these
Consumer megatrends are driving a structural shift in the nature of consumer demand
Premiumization, greater focus on a wide range of functional attributes (provenance, health, well-being, etc.) and new sustainable forms of packaging are driving an increased need for rapid-concept commercialization and greater breadth of products
6
Drivers for Usage DescriptionExample Customers /
Brands
Fle
xib
ilit
y /
Ris
k
Insufficient installed
capacity
• Contract manufacturers provide flexible short-term capacity during peakdemand
Risk mitigation• Production is spread between brand owner and contract manufacturer’s
facilities, mitigating against risk of technical failures
Lo
w V
olu
mes (
New
Pro
du
cts
,
Mark
ets
an
d B
ran
ds)
Local production/
access to markets
• Local production & proximity to customers are valuable
• Brands lacking local production & distribution access often have to turn tocontract manufacturers to secure local presence and be cost-competitive
NPD (testing/capability
extension)
• ‘Test Then Invest’ approach: outsource to contract manufacturers duringstart-up period
• Avoids capital investments in early stages and leverages contractmanufacturers’ ability to deal efficiently with short production runs
• Once product is successful, production might be in-sourced
Unorthodox product/
packaging formats
• Unorthodox packaging might require “specialized” line setup and lengthychange-over times
• Contract manufacturers typically better equipped to handle complexity andchange-overs (more agile equipment setup)
Str
ate
gic
Fo
cu
s
Cost advantage
• Scale contract manufacturers generally have a cost advantage vs.smaller brands (e.g., sourcing, distribution)
• Cost advantage can be amplified by line efficiencies, especially for shortproduction runs
Strategic focus on brand
& capex reduction
• Some brand owners favor an asset-light strategy, focusing on their corecompetencies in branding and marketing
• Outsourcing removes the need for large capex investments in productionfacilities, which can be particularly challenging for smaller players
Customers / brands opt to use co-manufacturing for a wide range of reasons, with limited reliance on any single use case
(e.g. Gordon’s /
Smirnoff RTD)
(homecare)
7
They also use co-manufacturing at different life cycle stages, from initial product/category development through end of lifeCo-Manufacturing Through the Product / Category Life Cycle
Product/
Category
Characteristics
Winning product formats and
concepts yet to be established
Very high growth
Large number of small brands
fighting for share, and primarily
focused on driving customer
trial and brand building
Winning product formats and
concepts become established
Relatively high growth
Competitor “shake-out,” with the
winning brands/players driving
strong growth and scale
Declining year-on-year growth,
but likely still positive
Winning brands/players are
operating at scale…
… and building efficiencies in
operations to drive margins
and offset declining growth
Declining/flat markets, with a
new product format/technology
replacing the legacy offering
Core (but declining) loyal
consumer base
Brands/players typically
managing for cash
Customer/
Brand Rationale
for Using Co-
Manufacturing
Capex-light and low-risk model
to enable product trial and
category entry – “test then
invest”
Provides established capacity
while internal operations are
being developed
Provides excess capacity and
risk mitigation, as well as local
market access
Can be used for niche product
variants
Limited appetite for further
investment in potentially
“stranded assets”
Capacity consolidation drives
cost efficiencies and maintains
margins
Example
Products/
Categories
Rapidly
DevelopingEstablished Mature
End of Life /
Legacy
Co-manufacturing sweet spots
Co-manufacturing used in specific circumstances
and business strategies only
Cannabis /
CBD-based
products
KombuchaBetter for you /
healthy snacking
Fruit
juice
Carbonated
soft drinks
Laundry
liquids
Laundry
powdersDeodorants Beer
VMS / Sports
nutritionPet food
Maturity differs materially by geography, with the US more
advanced than the UK & EU
8
The winners in co-manufacturing can deploy different models
Co-Manufacturing Models
Scale / Low-
Cost Players
Specialist /
Flexible Players
Operational efficiency
Site scale (e.g. including
consolidating customer sites)
Purchasing scale
Product re-engineering to
minimize complexity
Low(est)-cost position
How They Compete & Win Typical Customers Typical Customer Use Cases
Flexibility in operations – e.g.
efficient change-overs, flexible,customizable solutions
Innovation and latest product /
packaging options and
expertise
Collaborative product
development
Competitive cost position
Global FMCG majors
(established products)
Scale national players
Brand insurgents
Global FMCG majors
(NPD / new brands)
Drive cost advantage (e.g. on
baseload capacity)
Surge capacity (e.g. seasonal)
Risk mitigation
Local production/access to
markets (with established
product)
Capex avoidance (e.g. through
site consolidation)
NPD (testing/capability
extension)
Unorthodox product/packaging
formats
Capex avoidance (e.g. non-
strategic focus)
While these models can deliver attractive margins, specialized/ flexible players typically drive higher profits
Margin Drivers & Relative Position
100Scale / Low-Cost Players
Specialist / Flexible Players c.140
+c.40%
100
c.145
+c.45%
Drinks Bars
Relative EBITDA % Margins – Indexed to 100
There are a range of factors that drive profits, with very different margin positions across product
categoriesHowever, specialized/flexible players are typically
able to build higher margin positions
Underlying category growth dynamics
Capacity landscape and utilization levels
Competitive landscape
Production complexity and economics
Margin Drivers
Sources: Company annual reports / financials, OC&C analysis
9
10
An attractive way to get into a category with underlying tailwinds, but where brands are valued at very high multiples…
…while providing risk mitigation potential. Individual brands come and go in high-growth spaces, but the category trend is more enduring.
For Private Equity
Why does co-manufacturing present an exciting investment opportunity?
M&A opportunities are plentiful, with a fragmented landscape across many categories and material
opportunity to drive synergies and scale benefit across the value chain, from operations through to
the customer base…
…with numerous roll-up / platform strategy success stories (typically driven by PE owners), such
as Hearthside, Konings and others.
For Co-Manufacturers
An opportunity to transition into an attractive adjacent space that enables private label players to leverage their core manufacturing expertise…
…but build exposure to higher-growth brand-led spaces and benefit from greater security in demand (e.g., longer-term contracts and no annual re-tendering process).
For Private Label Manufacturers
11
16.0%
23.7%
30.6%34.0%
43.2%
36.8%
49.0%
57.1%
44.7%
50.0%
-
50%
100%
150%
200%
250%
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Indexed number of Co-manufacturing / PL deals PE / PE-backed deals as % of total deals
Overall volume of M&A transactions involving co-manufacturers and PL producers has increased over time (2011 to 2018), with volume remaining steady throughout the pandemic
Increase in deal activity over time partly driven by increasing financial sponsor interest, as seen both by new platform investments as well as increase in M&A by strategics with PE backing
Source: Mergermarket
Investor interest in the co-manufacturing/private label space has beenstrong across sub-sectors, with deal volumes steadily increasingNumber of M&A Transactions Within Co-Manufacturing / PL in Europe & North America
Selected Co-Manufacturing / PL
Transactions Since Onset of COVID-19
BeautyGermany
March 2021
has been acquired by
Pet FoodUK
February 2021
has been acquired by
Note: 1. Includes F&B, pet food, beauty & personal care and household products sub-sectors; includes both PL producers and co-manufacturers since the number of pure play PL or Co-
manufacturers is limited, i.e., PL producers often generate a share of their revenue with co-manufacturing services and vice versa
Household CareItaly
February 2020
has been acquired by
Better-for-YouUK
September 2020
has been acquired by
Number of Co-Manufacturing / PL deals1 (indexed to 100%)
FoodUS
December 2020
has been acquired by
Personal CareGermany
January 2021
has been acquired by
BeautyUS
has been acquired by
May 2021
Continued
strong activity
throughout
pandemic
12
Increasing consolidation activity in co-manufacturing & PL driven by PE anda handful of very large strategics capitalizing on their scale advantage
F&B
Beauty &
Personal Care
1
Large strategic
players aggressively
pursuing consolidation
to further benefit from
scale effects
2
Mid-sized players
increasingly backed by
PE and pursuing
platform strategies
3Horizontal integration
across supply chain
PE-backed company
Rationales driving
consolidationMore Co-manufacturing
Pet Food
VMS /
Sports
Nutrition
Other
Consumables
Sectors More PL
Flotte
Holding
1
Note: 1. PL division within a predominantly branded business
13
Source: CapIQ (as of 12 October 2021)
1
Co-manufacturers/PL companies have
performed in line with the broader consumer
staples market over the past ~18 months
1
Equity valuation levels of co-manufacturers/
PL companies bounced back quickly after the
initial dip caused by COVID-19
2 3
Performance of individual co-manufacturers/
PL producers are very dependent on end-market dynamics
Note: 1. Includes 19 listed companies in the Co-Manufacturing / PL space in F&B, beauty and personal care, VMS and household products: Bakkavor, Primo Water, Integrated BioPharma,
Jamieson Wellness, Krynica Vitamin, Lassonde, McBride, Cosmax, Ontex, TreeHouse Foods, Britvic, Greencore, Cranswick, AAK, Kewpie, Glatfelter, Kolmar Korea, Cascades, Hilton Food Group
60%
80%
Valuations of co-manufacturers/PL producers have increased over time,but depend on sub-sector and end marketIndexed Share Price Performance of Co-manufacturing / PL Companies vs. General Market & Consumer Sector
160%
140%
120%
100%
Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21
Contract Manufacturers and PL S&P 500 STOXX Europe 600 Optimized Consumer Staples
+1%
+33%
+5%
14
GR
EA
TE
R I
MP
AC
T O
N V
AL
UE
LE
SS
ER
IM
PA
CT
ON
VA
LU
E
Financial metrics(revenue visibility and margin)
Attractiveness of end
markets
Synergies
Infrastructure
quality
Quality of
customer
base
M&A/whitespace
CommentaryKey Drivers of Value
(Approx. Relative Importance)
Velocity (strength) of the brand and attractiveness (margin, duration, etc.) of the supply agreement
Strategic longstanding relationships with growing customers creating high barriers to changing supplier
Lower customer concentration perceived as less risky
Best-in-class, well invested, scalable infrastructure (team, production and supply chain)
Ability to share the cost of investments in additional capacity with brand owners or trade for strategic
partnership agreements
Proven ability to acquire and integrate bolt-on acquisitions and drive synergies (M&A platform value)
Fragmented market landscape with tangible M&A pipeline (advanced discussion with potential targets)
Gross and EBITDA margin (magnitude, stability and improvement potential), with a particular focus on out-
performance through competitive differentiation (best-in-class production costs/scale or unique capabilities)
Historical sales growth (momentum) and sources of competitive differentiation (through scale or unique
capabilities – e.g., NPD/innovation) drive margin and correlate with value
Consumer trends driving structural shift in the nature of demand and perceived attractiveness of different
end markets impact revenue growth of companies in different end markets
Level of competition
Premiumization, focus on functional attributes and sustainability driving interest
Revenue and cost synergies drive scale and margin for the acquirer
While cost synergies can be quick to realize, revenue synergies are typically more substantial in the longer
term
A range of quantitative and qualitative factors drive value for co-manufacturersin M&A transactions – with core financial metrics being criticalKey Drivers of Deal Value
15
Valuation Model Methodology / Output Overview
Backup: These factors translate to value in different ways
Revenue growth %
EBITDA margin %
Gross margin %
KPI SCORING
QU
AN
TIT
AT
IVE
QU
AL
ITA
TIV
E
THEORETICAL MAXIMUM = 23 POINTS
<5% 0<10% +1<15% +2>15% +3
<5% 0<10% +1<20% +2>20% +3
<25% 0<35% +1<45% +2>45% +3
Attractiveness of
end markets
Synergies
M&A/whitespace
Quality of
customer base
Infrastructure
quality
Low 0
Medium +2
High +4
Low 0
Medium +2
High +3
Low 0
Medium +2
High +3
Low 0
Medium +1
High +2
Low 0
Medium +1
High +2
Sources: HW proprietary deals, Mergermarket
Note: directionally accurate
To understand the components of
valuation, we devised a scoring
methodology as part of a matrix-
based valuation tool
R² = 0.6995
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
6 8 10 12 14 16 18 20 22
EV
/ E
BIT
DA
SCORE
16
Shift in end-market
attractivenessRevenue visibility and
downside protectionSecured margin
Buy-and-build
opportunity
Observations
• Pandemic has affected
consumer trends and buying
behaviors based on i) product
availability and ii) price
architecture between A- / B-
brands and PL – driven by
higher retail spend
• Increase in demand and
revenues for co-manufacturers
in better-for-you and
sustainable end markets
• Foodservice co-manufacturer
affected in similar ways asbrand owners
• Co-manufacturers typically
have a loyal customer base,given high barriers to entry and
significant customer switching
costs
• High customer retention rate
and strategic supply
agreements amplify revenue
visibility and downside
protection
• Co-manufacturers in end
markets with limited production
capacity and mainly smaller
companies (and therefore
higher churn rates) can quickly
replace fading customers
• Steady gross margin
development given raw material
price increases can be passed
on to customers (price
escalation clause typically
agreed in contracts), protecting
against current commodity price
inflation
• Stability of profitability levels
attractive to investors (note that
diversified supplier base iscritical to ensure minimal
disruptions to supply chain,
especially in current
environment)
• Best-in-class production costs
provide ample room for short- term disruptions
• End markets dominated by co-
manufacturing tend to have a
fragmented landscape of such
producers (many of which are
privately held)
• Smaller foodservice co-
manufacturers in distress and
need for capital given demand
and supply chain disruptions
caused by COVID-19
• Significant opportunity to drive
value through consolidation –
having a platform facilitates
discussions with privately held
companies
Pre-COVID-19
importance 2 3 1 4Impact on investor
interest post-COVID-19
++ + +++ +++
The COVID-19 pandemic has strengthened investor interest in the co-manufacturing spacePandemic Impact on Drivers of Investor Interest
+ Lowest impact Highest impact+++1 Lowest importance Highest importance4
1 2 3
17
Strong correlation between investor interest in the co-manufacturinglandscape and overall sector attractiveness and growth/sustainability profile
Animal protein
Lower investor
interest
Higher investor
interestBakery
Beverages
(alcoholic)
Beverages
(non-alcoholic)
Better-for-you
Beauty &
personal care
Confectionery
Convenience
Dairy
Desserts
Vegan / meat
replacement
Pet food
VMS / Sports
nutrition
Other
consumables
Surge in investor interest in co-
manufacturing in areas such as better-for-
you, pet food, VMS, and beauty &
personal care driven by large opportunity
to consolidate fragmented markets, and
overall sector growth driven by consumer
mega trends
Emergence of a large number of small
DTC brands especially in better-for-you,
beauty & personal care, VMS and pet food
present meaningful opportunity for
investors to capture the other side of the
coin
Spices
Co-manufacturing and co-bottling
landscape in beverages and confectionery
are more established and consolidated
Stronger PL penetration at the expense of
co-manufacturing in categories with
limited branded players, such as bakery
and desserts, and in sectors with
overcapacity (e.g., animal protein, dairy)
1
Investor Interest
by Sector
18
Sector Sector growthLevel of Co-
manufacturingLevel of PL
# PE success
storiesObservations
PE Investor
interest
Beauty &
Personal care 3 3 1 3• DTC success drives demand for co-manufacturing and innovation
• Strong competition from brands and different sub-sector attractiveness
(beauty from within vs. makeup) 4
Pet food 4 3 2 4• Strong co-manufacturing and PL penetration across categories mainly
driven by PE-backed assets
• Innovation crucial to a brand’s success4
VMS / Sports
nutrition 4 4 2 2• Strong sector growth and recent wave of PE acquisitions
• Fragmented market structure will attract further PE and consolidation 4
Bakery 2 1 3 3• Strong PL penetration with few branded players
• PL growth in specialties and frozen / bake-off 3
Better-for-you 3 3 1 2• Dominated by branded players, but DTC success drives co-man
• Protein bars and sports nutrition well ahead of other sub-categories 3
Other
consumables 2 1 4 2• Sector growth accelerated by COVID-19 and time spent at home
• ESG leaders will drive consolidation and market share 3
Vegan / meat
replacement 4 3 1 1• Key trend category with changing raw material focus areas
• High valuation levels as only limiting factor for M&A activity 3
Beverages
(non-alcoholic) 1 3 4 2• Strong co-man and PL penetration driven by selected success stories
(Refresco, Coca-Cola bottler)
• Limited margin profile and consolidated market will limit PE focus2
Traditional
Confectionery 1 1 4 2• Consolidated co-man / PL landscape in sweet confectionery driven by
PE and large strategics
• Changing consumer trends and strong competition of international
branded players impact sector attractiveness
1
Beverages
(alcoholic) 1 1 1 0• Branded producers dominate wine and spirits as well as beer
• Only few co-manufacturers and PE sector aversion given ESG focus 0
Selected Sub-Sector Attractiveness – Investor Interest & M&A Activity
How investor appetite may manifest itself by category
0 Lowest interest Highest interest4
1
Financial profile varies between co-manufacturing and PL, and within the categories
2
Co-manufacturing • Good visibility based onlong-term contracts
Revenue visibility Secured margin Cash generation Ability to finance
Private label
Brand licensing
Premium
Mass
19
• Stable and attractive marginprofile
• Higher start-up investments,but lower capexrequirements
• Broad interest depending oncustomer contract terms
• Ability to pass through priceincreases (marketdependent)
• Increasing working capitaland capex demand, despitedependency on earnings
• Share and scale of brandedproducts supports financing
• At own discretion
• Agreed margin for brandowner only, co-manufacturingoperating on ownentrepreneurial risk
• Varies by product andmarket
• Ability to act as brandproducer very muchdependent on contractstructure
• Limited, but overall moreattractive based on segmentgrowth
• Strength of relationship is key
• Limited, but high-volumecontracts
• Ability to pass through priceincreases depending onproduct and relationshipwith retailer / discounter
• Dependency on earnings • Scale as key driver
20
PE strongly attracted by opportunity for buy-and-build, M&A whitespace and synergy potential
3
PLATFORM INVESTMENTS
• Attractive end-consumer dynamics
• Internationally harmonized products
• Proprietary, highly efficient production
setup
• Fragmented sector with consolidation
opportunities
• Diversified customer portfolio
• Long-term M&A whitespace potential
across categories
• Strong management team with
integration experience
Revenue synergies
Longer term
Better players harvest revenue
synergies better
Internationalization
Higher number of M&A
opportunities
Access to more end markets
BUY-AND-BUILD ATTRACTION
Cost synergies
Delivered relatively quickly –
both overhead and COGS/cost
of production per unit
One-stop-shop capabilities
Revenue driver
Increases total addressable
market
Ability to
synergize EBITDA
Drive revenue
growth
VALUE CREATION
Increase total
addressable
market
21
… with clear fundamentals
for investors to look for in
target assets
Co-manufacturing is
an exciting opportunity
…
Summary perspectives
Enables increased exposure to the
fastest-growing categories
Effectively hedges brand risk
Growing acceptance and integration in
the supply chain from global FMCG
majors down to small insurgents
Proven buy-and-build strategy
Core financial strength (profit generation
and sales growth / momentum) and
differentiated production capabilities
Underlying market fundamentals –
structural growth drivers, enduring role
of brands, etc.
Platform potential
Synergy realization potential,
particularly on the revenue side
WILL BAINManaging Director [email protected] T: +44 20 7518 8906M: +44 7976 558 006
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OC&C HARRIS WILLIAMS
WILLHAYLLARPartner [email protected] T: +44 20 7010 8041M: +44 7841 733 014
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