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 wbain@harriswilliams.com T: +44 20 7518 8906M: +44 7976 558 006

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OC&C HARRIS WILLIAMS

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