1 HEALTHY LIVING &

NUTRACEUTICALS

M A R K E T M O N I T O R

S U M M E R 2 0 1 4

Healthy Living & Nutraceuticals

2 HEALTHY LIVING &

NUTRACEUTICALS

Contents Industry Update

Public Stock Performance & Valuations

M&A Activity & Valuations

Public Offerings & Capital Raises

Moss Adams Overview

Selected Moss Adams Capital Transactions

Contact Information

3

4

7

11

14

17

18

3 HEALTHY LIVING &

NUTRACEUTICALS

Nutritional Label Changes Coming; Expanding Deal Flow • For the first time since 1993, the Food and Drug Administration is aiming to make serving sizes on nutrition labels more realistic

• This would lead to larger serving sizes from the FDA, resulting in to higher calorie, sugar, sodium, etc. levels on nutrition labels

• McDonalds, Boston Market and Kraft Foods are among the chain-restaurants and food companies to reduce sodium levels/change

recipes, while facing government pressures

• Due to the recent lackluster performance of Whole Foods, Sprouts Farmers Market and The Fresh Market, the Retailers Index has

recently witnessed a valuation slide, while the Manufacturers Index continues to rise

• Consumers used to need to go to specialty health stores for Healthy Living/Organic/Natural products, which are now increasingly

available at major retailers, such as Kroger, Wal-Mart and Costco. Which has lead to the rising valuations of the Manufacturers

Index

• This trend has been due, in part, to rising M&A activity of Healthy Living/Organic/Natural manufacturers acquired by Consumer

packaged goods companies (CPGs), which have gained access to their distribution channels

• Large non-traditional health oriented companies continue to be acquisitive in the first half of 2014; with Helen of Troy acquiring Healthy

Distributors LLC, and The Hillshire Brands Company acquiring Van’s International Foods, Inc.

• The VMS market is expected to continue growing at 7-9% annually through 2020. Nutraceutical and supplement companies that target

consumers aged 55+, expect to benefit from the aging of the U.S. population with over 70% of those aged 55+ taking vitamin

supplements in 2013

• According to the U.S. Census Bureau's national population forecast, the 65-74 age segment is expected to grow more than 50%

between 2012 and 2025, and the segment of age 75+ is expected to grow more than 40%

Source: Wall Street Journal, Nutrition Business Journal , USDA, National Center for Health Statistics, Moss Adams Capital analysis.

4 HEALTHY LIVING &

NUTRACEUTICALS

-50%

0%

50%

100%

150%

200%

Retailers and Distributors

114.9%

Manufacturers144.4%

S&P 50070.8%

Healthy Living Sees Drop-Off But Still Far Ahead of the S&P 500

• Since the beginning of the new year, the Healthy Living & Nutraceuticals sector has experienced a correction. Both the Healthy Living indices are still significantly outperforming the S&P 500 since 2010.

Source: CapitalIQ.

Note: The Nutraceuticals index is comprised of the public companies included on page 5

Indexed Stock Price Performance – Last Three Years

One Year

5 HEALTHY LIVING &

NUTRACEUTICALS

6/10/14

Company Name

Share

Price

52 week

High/Low

Market

Cap

Enterprise

Value Sales EBITDA

EBITDA

Margin Sales EBITDA

TTM

Sales

TTM

EBITDA

NTM

Sales

NTM

EBITDA

Manufacturers

Perrigo Company Public Limited Company $139.41 $168.39 / $115.94 $18,653 $22,162 $3,884 $1,004 25.8% 13.0% 26.8% 5.7 x 22.1 x 5.0 x 17.4 x

Mead Johnson Nutrition Company 87.61 93.43 / 66.80 17,706 19,343 4,276 1,101 25.7% 4.9% 6.1% 4.5 x 17.6 x 4.3 x 16.6 x

Monster Beverage Corporation 69.90 75.63 / 51.15 11,679 11,117 2,298 641 27.9% 10.7% 15.8% 4.8 x 17.3 x 4.4 x 15.0 x

The WhiteWave Foods Company 32.54 33.15 / 16.41 5,658 6,904 2,764 300 10.9% 23.9% 38.8% 2.5 x 23.0 x 2.0 x 16.6 x

The Hain Celestial Group, Inc. 91.04 98.83 / 64.75 4,562 5,179 2,033 276 13.6% 18.2% 25.5% 2.5 x 18.8 x 2.2 x 14.9 x

Nu Skin Enterprises Inc. 73.94 140.50 / 60.77 4,359 4,255 3,306 612 18.5% 2.0% 3.0% 1.3 x 6.9 x 1.3 x 6.8 x

USANA Health Sciences Inc. 74.81 92.00 / 55.01 1,042 941 731 129 17.6% 10.0% 2.8% 1.3 x 7.3 x 1.2 x 7.1 x

SunOpta Inc. 13.18 14.21 / 7.49 879 1,160 1,233 62 5.0% 7.9% 38.9% 0.9 x 18.7 x 0.9 x 13.5 x

Boulder Brands, Inc. 13.70 18.46 / 11.38 834 1,148 478 67 14.0% 18.1% 36.9% 2.4 x 17.1 x 2.0 x 12.5 x

Atrium Innovations Inc. 21.99 22.97 / 13.13 690 927 472 92 19.6% -100.0% -100.0% 2.0 x 10.0 x NA NA

Annie's, Inc. 30.61 52.38 / 27.86 522 559 204 27 13.1% 17.6% 8.9% 2.7 x 21.0 x 2.3 x 19.2 x

Inventure Foods, Inc. 13.18 14.50 / 8.24 256 289 235 20 8.5% 27.5% NA 1.2 x 14.5 x 1.0 x 10.6 x

Nature's Sunshine Products Inc. 15.47 20.15 / 12.91 250 213 377 31 8.3% 1.9% NA 0.6 x 6.8 x 0.6 x NA

Nutraceutical International Corporation 23.74 29.15 / 20.37 233 265 208 38 18.2% 0.3% NA 1.3 x 7.0 x 1.3 x 6.5 x

Average $ 5,319 $ 1,607 $ 314 16.2% 4.0% 9.4% 2.4 x 14.9 x 2.2 x 13.1 x

Median $ 1,154 $ 982 $ 111 15.8% 10.4% 15.8% 2.2 x 17.2 x 2.0 x 14.2 x

Retailers and Distributors

Whole Foods Market, Inc. $41.87 $65.59 / $37.02 $15,388 $13,177 $13,595 $1,276 9.4% 12.0% 8.6% 1.0 x 10.3 x 0.9 x 9.5 x

Herbalife Ltd. 63.59 83.51 / 44.85 6,239 6,918 4,964 779 15.7% 10.1% 26.9% 1.4 x 8.9 x 1.3 x 7.0 x

Sprouts Farmers Market, Inc. 29.08 49.45 / 25.73 4,354 5,183 2,587 212 8.2% 19.4% 24.6% 2.0 x 24.4 x 1.7 x 19.6 x

United Natural Foods, Inc. 68.50 79.64 / 53.78 3,399 3,518 6,672 262 3.9% 10.0% 15.0% 0.5 x 13.4 x 0.5 x 11.7 x

GNC Holdings Inc. 37.32 60.98 / 33.70 3,398 4,277 2,643 522 19.8% 5.9% 6.2% 1.6 x 8.2 x 1.5 x 7.7 x

The Fresh Market, Inc. 33.75 57.17 / 28.60 1,634 1,635 1,576 167 10.6% 15.1% 20.1% 1.0 x 9.8 x 0.9 x 8.1 x

Vitamin Shoppe, Inc. 44.85 55.20 / 39.92 1,380 1,236 1,116 143 12.8% 14.7% 15.5% 1.1 x 8.7 x 1.0 x 7.5 x

Average $ 5,135 $ 4,736 $ 480 11.5% 12.5% 16.7% 1.2 x 12.0 x 1.1 x 10.2 x

Median $ 4,277 $ 2,643 $ 262 10.6% 12.0% 15.5% 1.1 x 9.8 x 1.0 x 8.1 x

TTM Data NTM Est. Growth EV Multiple$ millions, except per share data

Source: CapitalIQ.

Note: Not meaningful (NM) if EV/Sales is greater than 10x, or EV/EBITDA is greater than 40x. NA if denominator is 0, for percentages and multiples, or if estimates are not available. NTM figures are based on the median estimate of Wall St. analysts.

Public Companies: Valuation Metrics

6 HEALTHY LIVING &

NUTRACEUTICALS

Manufacturers10.4%

Retailers and Distributors

11.0%

S&P 5004.9%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

Manufacturers16.6x

S&P 50010.9x

Retailers and Distributors

11.3x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

EV /

TTM

EB

ITD

A

Manufacturers10.5%

Retailers and Distributors

10.2%

S&P 5004.8%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

Source: Capital IQ.

Public Market Valuations

Healthy Living Public Companies Outperform S&P 500 on Trailing LTM and Projected Growth in 2014

• While the Retail and Distributors index, and Manufacturers index both remains above the S&P500, trading at 11.3x and 16.6x EBITDA, respectively. The S&P 500 is 10.9x EBITDA.

Next 12 Months: Estimated Sales Growth

• The Healthy Living & Nutraceuticals sector is expected to growth more than twice the rate of the S&P 500 over the next 12 months. The Manufacturers Index is expected to grow 10.5%, while the Retailers and Distributors Index is forecasted to expand 10.2%.

Note: The indices are composed of the public companies included on page 5. Estimated growth is based on the median estimates of Wall Street analysts. Public Market Valuations are Market Weighted.

7 HEALTHY LIVING &

NUTRACEUTICALS

2,855 2,953 2,927

3,080 2,984

3,682 3,681 3,852

3,539 3,453

3,622

3,986

3,134

3,319

4,092 4,054 3,997 4,095

$32

$43

$56 $55

$47

$71 $72 $70

$52$56

$52

$66

$44

$50

$65

$71

$55

$70

$0

$20

$40

$60

$80

$100

$120

$140

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

2010 2011 2012 2013 2014

Transactio

n V

alue ($

bn

)Nu

mb

er o

f Tr

ansa

ctio

ns

Number Value

4.8x

6.7x

6.4x

7.0x6.7x 6.8x 6.8x 6.9x

5.9x

6.4x6.2x 6.2x 6.4x

6.0x6.2x

7.2x7.0x

6.1x

15.0%14.2%

15.3%14.5%

16.7% 16.6% 16.9%

15.0%

12.4% 13.0%14.6%

16.7%15.3% 14.8%

13.7%

10.6%

17.0% 17.0%

0%

5%

10%

15%

20%

25%

30%

35%

40%

0.0 x

1.0 x

2.0 x

3.0 x

4.0 x

5.0 x

6.0 x

7.0 x

8.0 x

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

2010 2011 2012 2013 2014

EBITD

A M

argin

EV/T

raili

ng

EBIT

DA

Mu

ltip

le

EV/EBITDA EBITDA Margin

U.S. middle market M&A transaction volume in Q2 2014 rose 23% from one year ago and was up slightly compared to Q1 2014.

In deal value terms, U.S. middle market M&A activity in Q2 2014 grew approximately 40% from a year earlier and was up more than 27% compared to the prior quarter.

Significant amounts of cash on corporate balance sheets and in private equity funds, coupled with strong debt markets, continues to drive deal activity.

Q2 2014 EBITDA multiples of middle market transactions declined after enjoying two quarters of transactions that were valued almost one full turn of EBITDA higher.

EBITDA multiples are approximately where they were one year ago and inline with where they have been for most of the last two years.

Q2 2014 EBITDA margins of reportable transactions were virtually unchanged from last quarter but are still more than 2% higher than they were one year ago.

Middle Market M&A: Volume and Values Up Slightly Over Last Quarter, Up Significantly Over Last Year

U.S. Middle Market M&A 1 U.S. Middle Market M&A Valuations 2

1) Middle market M&A includes transactions with undisclosed values, and disclosed values where EV < $500 million. 2) Middle market M&A includes transactions with disclosed EBITDA, where EV < $500 million and EV/EBITDA < 10x. Note: transactions with disclosed EBITDA represent <5% of all transactions. Source: S&P Capital IQ.

8 HEALTHY LIVING &

NUTRACEUTICALS

Transactions &

Deal Size Rev EBITDA EV/ Rev EV/EBITDA

Number of Targets/Transactions Represented 29 27 12 14 12

Mean $736.6M $721.5M $101.5M 3.26x 11.5x

Median $285.8M $285.8M $43.5M 2.27x 8.6x

Date Acquirer/Investor Target Target Description Deal Size

TTM

Revenue

TTM

EBITDA

6/11/2014 Helen of Troy Limited Healthy Directions, LLC Provides vitamins, minerals and supplements 195.0$ 1.3x 8.0x

5/28/2014 Hikma Pharmaceuticals plc Bedford Laboratories Manufacture and distribution of generic injectables 300.0 15.79x NM

4/25/2014 Medtech Products, Inc. INSIGHT Pharmaceuticals, LLC Non-prescription medications and personal care products 750.0 4.29x -

4/18/2014 The Hillshire Brands Company Van's International Foods, Inc. Gluten free food products primarily for breakfast 165.0 - -

4/7/2014 Oro Capital Corporation, Inc.

(nka:Synergy Strips Corp.)

Synergy Strips Worldwide Inc. Oral dissolving strip products in the nutraceutical, vetraceutical and

pharmaceutical market segments

160.0 - -

4/3/2014 B&G Foods North America, Inc. Specialty Brands of America, Inc. Produces and sells specialty foods 155.0 - -

2/3/2014 Post Holdings, Inc. Musashi Pty Ltd. and PowerBar, Inc. Musashi: health supplements, protein powders, functional bars

PowerBar: protein bars, powders and gels

150.0 - -

12/20/2013 TPG Capital Arden Group Inc. Operates supermarkets in Southern California 389.7 0.80x 9.9x

12/8/2013 Post Holdings, Inc. Dymatize Enterprises LLC Protein powders, bars and nutritional supplements 397.5 - -

12/7/2013 Post Holdings, Inc. Golden Boy Foods Ltd. Private label peanut and other nut butters, dried fruits and nuts 300.6 - -

11/7/2013 Curves International, Inc. Jenny Craig, Inc. Provides food/body/mind solutions to healthy weight management - - -

9/15/2013 Post Holdings, Inc. Dakota Growers Pasta Company, Inc. Produces dry pastas including whole grain and organic 366.2 1.22x 8.3x

8/1/2013 Post Holdings, Inc. Premier Nutrition, Inc. Nutritional bars and shakes, supplements, and protein bars & cookies 180.0 0.60x 4.0x

7/8/2013 The Kroger Co. Harris Teeter Supermarkets, Inc. Regional chain of health-conscience supermarkets primarily in the

southeastern and mid-Atlantic States

2,658.0 0.53x 6.7x

5/8/2013 Post Holdings, Inc. Organic and natural cereal, granola and

snacks business of Hearthside

Organic and natural cereal, granola and snacks business of Hearthside 158.0 2.26x 8.8x

3/19/2013 Valeant Pharmaceuticals International, Inc. Obagi Medical Products, Inc. Topical aesthetic and therapeutic prescription skin care systems 439.1 3.35x 19.5x

2/26/2013 Nestlé Health Science S.A. Pamlab, L.L.C. Manufacturer of medical nutrition foods - - -

11/15/2012 Reckitt Benckiser LLC Schiff Nutrition International Inc. Vitamins, nutritional supplements, and nutrition bars 1,455.1 5.02x 33.4x

11/8/2012 Koninklijke DSM N.V. Fortitech, Inc. Nutrient premixes for the food, beverage and pharmaceutical industries 634.0 - -

8/17/2012 Church & Dwight Co. Inc. Avid Health, Inc. Nutritional supplements and vitamins 650.0 3.28x 13.4x

6/29/2012 TSG Consumer Partners Nuero Provides premium functional beverages - - -

3/30/2012 Schiff Nutrition Group, Inc. Airborne, Inc. Dietary supplement containing herbal extracts and synthetic vitamins 150.0 1.78x 9.3x

2/26/2012 Pfizer Inc. Alacer Corp. Vitamin supplement mix with vitamin C & B, electrolytes and nutrients - - -

10/26/2011 HM Capital Partners LLC;

Carson Private Capital

Milk Specialties Company Milk protein and whey-based products for sport nutrition and healthy

lifestyle industries

340.0 - -

4/4/2011 Kohlberg Kravis Roberts & Co. Capsugel, Inc. Capsules for pharmaceutical and dietary supplement industries 2,375.0 3.17x -

1/19/2011 Glanbia plc Bio-Engineered Supplements & Nutrition, Inc. Dietary supplements and muscle-building products 144.0 - -

12/20/2010 Koninklijke DSM N.V. Martek Biosciences Corporation Nutritional products that promote health and wellnes 1,087.9 2.28x 8.3x

12/10/2010 Roark Capital Group Atkins Nutritionals Holdings, Inc. Food products, nutritional supplements and dietary products - - -

7/15/2010 The Carlyle Group NBTY, Inc. Provides vitamins, nutritional supplements and related products 4,078.2 1.34x 7.9x

EV Multiple

$ millions

Source: CapitalIQ.

Notable M&A Transactions

M&A Transactions in the table are above $150 million EV, or Landmark Transactions with undisclosed EV in the Healthy Living & Nutraceuticals industry since 7/15/2010

9 HEALTHY LIVING &

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$ millions

Source: CapitalIQ.

Recent M&A Transactions

M&A Transactions in the table are >$2 million ,<$150 million EV, or undisclosed EV, in the Healthy Living & Nutraceuticals industry since 2/4/2014, when the last Moss Adams Capital Healthy Living Market Monitor was released

Date Acquirer/Investor Target Target Description Deal Size

TTM

Revenue

TTM

EBITDA

6/6/2014 Vitamin Shoppe, Inc. FDC Vitamins, LLC (dba Nutri-Force Nutrition) Vitamins, minerals, herbs and food supplements 85.0$ - -

6/5/2014 GelStat Corp. Mastix Medica LLC Tableted functional food, confectionery and nutritional supplements - - -

6/3/2014 Lion Capital LLP N.V. Perricone M.D., Ltd. Anti-aging products, anti-inflammatory diets, and skin care supplements - - -

6/3/2014 J.H. Whitney & Co., LLC C.J. Foods, Inc. Natural and organic pet foods and treats - - -

5/29/2014 KonaRed Corporation Nature's Best, Inc. Health and natural food products - - -

5/28/2014 Global Hemp Group Inc. HempNatura, Inc. Functional plant-based nutritional foods - - -

5/13/2014 Private Investors Tepamine Weight-loss supplements - - -

4/28/2014 Youngevity Essential Life Sciences Good Herbs, Inc. Markets natural herbal supplements 2.0 - -

5/5/2014 Productos Medix, S.A. de C.V. Medifast Inc., Weight Control Center in Austin Center for weight loss in Austin, Texas - - -

3/27/2014 Private Investors ARMA Energy, Inc. Energy drinks and snack products - - -

4/29/2014 F.H.G. Corporation CornerStone Research & Development, Inc. Dietary supplements, capsules and single-serve powder delivery systems - - -

4/28/2014 The Hain Celestial Group, Inc. Charter Baking Company, Inc. Organic and natural bread and baked goods 61.3 - -

4/25/2014 Private Investors Fortress Systems L.L.C. Manufactures nutritional supplements - - -

4/23/2014 Inergetics, Inc. OmEssentials Inc. Nutritional supplements for yoga practitioners and individuals - - -

4/15/2014 Lifevantage Corporation Wicked Fast Sports Nutrition Product Line Sports nutrition products, including a pre-exercise supplements - - -

11/30/2013 Private Investors KIND LLC Manufactures nut and fruit bars - - -

3/31/2014 Whole Foods Market, Inc. New Frontiers Natural Marketplace, Four Stores Natural and organic foods - - -

3/24/2014 Vertical Pharmaceuticals, LLC Upsher-Smith Laboratories, Inc, Three Womens

Health Products

Women's health focused dietary supplements - - -

3/24/2014 InterHealth Nutraceuticals, Inc. Chick Cart, Inc. Manufactures nutritional ingredients - - -

3/17/2014 Goldman Sachs Group, Merchant

Banking Division; Vestar Capital

Hearthside Food Solutions LLC Contract manufacturer of consumer baked foods and snacks - - -

3/12/2014 Function-O Foods LLC Simply Omega; and Organic ID Beef products that are naturally rich with Omega-3 fatty acids; and

organic consumer food ingredients

- - -

3/4/2014 Great Range Capital Mountain Valley Spring Company, LLC Produces and delivers bottled spring water - - -

2/20/2014 Avidus Management Group Inc. Akea, LLC Healthy weight loss cleansing and detoxing program 2.1 0.97x -

EV Multiple

10 HEALTHY LIVING &

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84

78

73

54

82

92

87

94

33

51

0

10

20

30

40

50

60

70

80

90

100

2006 2007 2008 2009 2010 2011 2012 2013 2013YTD

2014YTD

Nu

mb

er o

f Tr

ansa

ctio

ns

Annual M&A Activity YTD Activity (June 10)

Overview of Selected Transactions

Source: Company press releases, CapitalIQ

Helen of Troy Limited (NasdaqGS:HELE, El Paso, TX) acquired Healthy Directions, LLC (Potomac, MD) June 11, 2014

• Healthy Directions, LLC operates as a health publisher and direct-to-consumer retailer of doctor-formulated nutritional supplements and skincare products.

• Helen of Troy Limited (NasdaqGS:HELE) entered into a definitive purchase agreement to acquire Healthy Directions, LLC from certain funds controlled by American Securities and ACI Capital Co., LLC for $195 million, for 1.3x Revenue and 8.0x EBITDA, in cash on June 11, 2014.

• Tim Meeker, Chairman of the Board of Helen of Troy, stated: "We are delighted to announce the acquisition of Healthy Directions. This acquisition fits well with our stated goal to invest our cash flow for the benefit of shareholders. Helen of Troy has significant balance sheet strength, which enables it to support its current brands and businesses, evaluate strategic acquisitions, and repurchase outstanding shares. We have been searching for the right acquisition for over two years and believe Healthy Directions is a strong fit for us both strategically and financially. Following the acquisition, Helen of Troy will continue to have an attractive debt to adjusted EBITDA ratio of less than 3.0 times and a strong cash flow generation profile.“

• Helen of Troy Limited (NASDAQ:HELE), designer, developer and worldwide marketer of brand-name housewares, healthcare/home environment and personal care consumer products.

The Hillshire Brands Company (NYSE:HSH, Chicago, IL) acquired Van's International Foods, Inc. (Phoenix, AZ) April 18, 2014

• Van's International Foods, Inc., doing business as Van's Natural Foods, produces and sells gluten free food products primarily for breakfast.

• The Hillshire Brands Company (NYSE:HSH) completed the acquisition of Van's International Foods, Inc. from Catterton Partners Corporation for $165 million on May 15, 2014.

• Sean Connolly, president and chief executive officer, The Hillshire Brands Company, stated: “The Van’s brand is a terrific addition to our portfolio. Not only does it expand our presence in the frozen category, it also gives us a proven health and wellness brand with extendibility beyond frozen.”

• The Hillshire Brands Company manufactures and markets meat-centric food solutions worldwide. It operates in two segments, Retail and Foodservice/Other. The company provides various packaged meat and frozen bakery products that include hot dogs and corn dogs, breakfast sausages, breakfast sandwiches and bowls, dinner sausages, premium deli and luncheon meats, and cooked hams, as well as frozen pies, cakes, pastries, muffins, cheesecakes, and other desserts; and pork, beef, and poultry products.

Healthy Living & Nutraceuticals Middle Market M&A*

* Middle market M&A includes transactions with EV < $500mm, and transactions with undisclosed EV.

• M&A activity in the Healthy Living and Nutraceuticals sector in on pace to exponentially surpass previous all-time highs deal volumes set in 2013.

11 HEALTHY LIVING &

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Date Type Issuer Issuer Description Deal Size

5/6/2014 Public Offering Mead Johnson Nutrition Company Infant formulas, children’s nutrition and other nutritional products $ 497.3

3/18/2014 Public Offering TherapeuticsMD, Inc. Nutritional supplements, drugs, medical foods and other medical products 63.9

3/17/2014 Public Offering Sprouts Farmers Market, Inc. Retailer of natural and organic foods 506.3

3/10/2014 Public Offering Phibro Animal Health Corporation Animal health and mineral nutrition products to prevent, control, and treat

diseases for poultry, swine, beef

191.2

12/09/2013 Public Offering Nutranomics Inc. Researches and develops nutritional food products 10.0

11/13/2013 Public Offering Z-Trim Holdings, Inc. Operates as an agricultural ingredient technology company worldwide 1.4

11/12/2013 Public Offering Annie's, Inc. Produces natural and organic food products 121.7

11/7/2013 Public Offering Sprouts Farmers Market, Inc. Retailer of natural and organic foods 629.0

9/3/2013 Public Offering The Hain Celestial Group, Inc. Manufactures and distributes organic and natural products 287.2

5/9/2013 IPO Sprouts Farmers Market, Inc. Retailer of natural and organic foods 333.0

3/1/2013 Public Offering Annie's, Inc. Produces natural and organic food products 140.0

11/7/2012 Public Offering GNC Holdings Inc. Specialty retailer of health and wellness products 413.0

9/21/2012 Public Offering Boston Therapeutics, Inc. Therapeutic drugs and dietary supplements 10.0

8/9/2012 Public Offering GNC Holdings Inc. Specialty retailer of health and wellness products 384.2

6/18/2012 Public Offering Natural Grocers by Vitamin Cottage, Inc. Specialty retailer of natural and organic groceries and dietary supplements 107.1

1/13/2012 Private Placement Muscle Pharm Corp. Nutritional supplements for athletes 4.2

3/1/2012 Public Offering GNC Holdings Inc. Specialty retailer of health and wellness products 569.5

2/24/2012 Private Placement TherapeuticsMD, Inc. Nutritional supplements, drugs, medical foods and other medical products 1.0

9/7/2011 Public Offering GNC Holdings Inc. Specialty retailer of health and wellness products 495.0

7/18/2011 Private Placement vitaMedMD, LLC (nka:TherapeuticsMD, Inc.) Nutritional supplements, drugs, medical foods and other medical products 1.0

5/11/2011 Public Offering Santa Cruz Nutritionals, Inc. Gummy-based nutritional products and dietary supplements 115.0

3/21/2011 Public Offering NBTY, Inc. Manufacturer and retailer of vitamins and nutritional supplements 650.0

1/27/2011 Private Placement Darlington Mines (nka:The Pulse Beverage Corp.) Nutritional and functional nutraceutical beverages 1.0

Transactions Deal Size

Number of Transactions Represented 19 19

Mean 224.9$

Median 121.7$

Source: CapitalIQ.

$ millions

Notable Public Offerings and Private Placements

U.S. Public equity offerings in the Healthy Living & Nutraceuticals sector since 2011 of > $1 million since 2011

12 HEALTHY LIVING &

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Source: CapitalIQ.

$ millions

Equity capital raises in the Healthy Living & Nutraceuticals sector of > $1 million for U.S. private companies since 2/4/2014, when the last Moss Adams Capital Healthy Living Market Monitor was released

Notable Private Company Equity Capital Raises Date Type Issuer Issuer Description Deal Size

6/4/2014 Growth Capital/Private Equity XYMOGEN, Inc. Dietary supplements and functional foods $ 4.0

5/23/2014 Venture Capital Find Your Trainer, LLC Online service that enables users to find and book personal trainers 1.0

5/16/2014 Growth Capital/Private Equity Suntava, LLC Produces ingredients naturally derived from agricultural and botanical sources for food,

nutraceutical, and cosmetics manufacturers

2.3

5/8/2014 Growth Capital/Private Equity Sensible Organics, Inc. Manufactures natural and organic personal care products 2.0

5/5/2014 Venture Capital SmartyPants, Inc. Provides gummy vitamins for kids and adults 2.2

4/30/2014 Venture Capital Health Warrior, Inc. Produces Health Warrior Chia bars, a whole-food and plant-based protein bar 3.0

4/15/2014 Venture Capital Willpower Labs, Inc. (dba MealEnders) Focuses on development of appetite control, weight loss, and dietary supplements 1.2

4/13/2014 Venture Capital F3 Foods of Arizona, Inc. Supplies fresh & healthy gourmet pre-cooked and pre-portioned meals directly to houses 1.0

4/1/2014 Venture Capital Sweet Earth, Inc. (dba Sweet Earth Natural Foods) Manufactures and markets vegetarian food 6.3

3/31/2014 Growth Capital/Private Equity Novel Ingredient Services, LLC. Ingredients for nutraceutical, food and beverage, sports nutrition, and pet care industries -

3/5/2014 Venture Capital Green Shoots Distribution, LLC Refrigerated direct store delivery distributor for natural food -

3/5/2014 Growth Capital/Private Equity Honey Naturals LLC Develops natural syrups for calm coughs, sore throats, night coughing in children 14.9

2/13/2014 Venture Capital Pronutria, Inc. Offers ProNutrein medical foods and dietary supplements for health issues 12.3

2/12/2014 Growth Capital/Private Equity United 1 International Laboratories LLC R&D, manufacturing and packaging of personal care consumer products -

2/10/2014 Venture Capital Silk Therapeutics, Inc. Skincare products based on silk materials 1.5

2/7/2014 Venture Capital Abe's Market, Co. Online marketplace for natural products in the United States 10.0

2/5/2014 Venture Capital Jaguar Animal Health, Inc. Develops naturally derived health solutions for animals 6.8

Transactions Deal Size

Number of Transactions Represented 17 14

Mean 4.9$

Median 2.6$

13 HEALTHY LIVING &

NUTRACEUTICALS

51

75

48

87

119

130

125

130

58

51

0

20

40

60

80

100

120

140

2006 2007 2008 2009 2010 2011 2012 2013 2013YTD

2014YTD

Nu

mb

er o

f Tr

ansa

ctio

ns

Annual Activity YTD Activity (June 10)

Source: Company press releases, CapitalIQ, Bloomberg.

XYMOGEN, Inc. (Orlando, FL) June 4, 2014

• XYMOGEN, Inc., doing business as Atlantic Pro-Nutrients, Inc., manufactures dietary supplements and functional foods. It distributes its products through healthcare practitioners.

• XYMOGEN, Inc. announced that it will receive $4,000,000 in equity funding on June 4, 2014.

Honey Naturals LLC (South Jordan, UT) March 5, 2014

• Honey Naturals LLC designs and develops natural syrups for calm coughs, sore throats, night coughing, and hoarseness in children.

• Honey Naturals LLC announced that it will receive $14,936,751 in equity funding on March 5, 2014.

Pronutria, Inc. (Cambridge, MA) February 13, 2014

• Pronutria, Inc. develops pharmacologically active protein nutrients. It offers ProNutrein medical foods and dietary supplements for health issues.

• Pronutria, Inc. announced that it has received $12.25 million of funding

• Pronutria, Inc. will use the proceeds for the advancement of the ProNutrein pipeline and for the development of additional candidates as medical foods and supplements, and in a separate business unit, as therapeutics.

• Public Offerings and Private Placement Activity remains on pace to maintain extraordinarily high levels

Healthy Living & Nutraceuticals Middle Market Public Offerings & Capital Raises*

* Middle market Public Offerings & Private Placements includes transactions < $500mm

Overview of Selected Public Offerings & Private Placements

14 HEALTHY LIVING &

NUTRACEUTICALS

Moss Adams Capital LLC

Full service investment bank and strategic advisor

Dedicated industry specialties

Mergers and acquisitions

Recapitalizations and institutional capital raises

Key Attributes

Middle market experts: independent, thoughtful client centered advice

Direct and constant senior level attention

Deep and longstanding relationships with debt and equity capital providers and corporate investors/buyers

Industry specific knowledge enhanced by proprietary access and insight into Moss Adams clients

Moss Adams LLP

Fully integrated accounting, tax and business advisory firm

100 years old

Dominant in Western US

2,000 employees in 22 offices

16,000 nationwide mid market clients

Consulting and Tax Services include financial due diligence, valuation advisory, international tax planning and compliance, transaction structuring and IT consulting and integration

Over 30 Healthy Living Clients

Over 300 Food & Beverage Clients

U.S. and International Presence

Affiliates in 80+ countries globally

Firm Overview

15 HEALTHY LIVING &

NUTRACEUTICALS

CFxBorder- Global M&A Reach Trhough Local Relationships

Our Alliance with CFxB consists of 150+ M&A Professionals in more than 25 countries

Mazars Africa

40 offices

Mazars Asia

25 offices

Mazars Middle East

15 offices

Mazars Europe 140 offices

Mazars M&A 20 offices

Mazars South America

20 offices

Moss Adams Capital 3 offices

Moss Adams LLP 22 offices

MNP Corporate Finance 10 offices

MNP LLP 70 offices

BKD Corporate Finance 4 offices

BKD LLP 33 offices

William Buck CAA

6 offices

Weiser Mazars

6 offices

Mazars Canada

1 office CH Reynolds CF

1 office

16 HEALTHY LIVING &

NUTRACEUTICALS

Selected Healthy Living & Nutraceuticals Transactions and Mandates

* Services for the foregoing provided by Moss Adams , its affiliates, and/or its principals.

17 HEALTHY LIVING &

NUTRACEUTICALS

I N D U ST R Y K N O W L ED G E M AT C H E D

W I T H AN EXPER I E N C E D T EAM

• Senior Level Attention

• Commitment to our Clients

• Professional Excellence

• Objective & Independent Advice

• Creating Value for Owners

• Global Presence & Capabilities

Premier accounting and financial

services advice for middle market

healthy living & nutraceuticals

companies.

Expert Teams: Healthy Living & Nutraceuticals Knowledge

Industry Expertise &

Relationships

Relevant Tax Expertise

Strategic Planning & Transaction

Support

Investment Banking

Industry Specific

Accounting

18 HEALTHY LIVING &

NUTRACEUTICALS

Contact Us 2040 Main St

Suite 900

Irvine, California 92614

Richard M. Anderson

Managing Director

Burr J. Dalton

Director

Tyler Dale

Vice President

Geoffrey B. Haydon

Vice President

999 Third Avenue

Suite 2800

Seattle, Washington 98104

Harman K. Wales

Managing Director

Wiley P. Kitchell

Managing Director