Zacky Sons Poultry LLC - Confidential Information Memorandum

Zacky and Sons Poultry, LLC
California Grown Freshness
CONFIDENTIAL INFORMATION MEMORANDUM | January 2014
-Strictly Confidential-
Transaction Process
 On October 8, 2012, Zacky Farms, LLC filed a voluntary petition under chapter 11 of the Bankruptcy Code.
 On February 26, 2013, Zacky Farms, LLC closed the sale of substantially all of its assets under an Asset Purchase
Agreement by and between the Robert D. Zacky and Lillian D. Zacky Trust U/D/T dated July 26, 1988 (“Zacky
Trust”) and Zacky Farms, LLC dated as of February 6, 2013.
 Zacky & Sons Poultry, LLC (“Zacky Farms” or “Company”), is the assignee of the Zacky Trust for the purpose of
consummating the above described transaction. The financial statements for the Company include operations for
the period beginning March 1, 2013 forward. 2013 data included in this memorandum on sales revenue and
pounds include the period January 1, 2013 through February 2013 for which period Zacky Farms, LLC was still
the operating entity. Cost data and processing statistics are presented in the same manner.
 A data-room will be available to prospective buyers subject to a previously executed Non-Disclosure Agreement.
On-site and management visits will be arranged exclusively by GlassRatner Advisory & Capital Group, LLC.
 Interested parties are requested to submit non-binding initial indications of interest to GlassRatner Advisory &
Capital Group, LLC.
J. Michael Issa George J. Demos
Principal Sr. Managing Director
(949) 862-1595 (949) 407-6624
missa@glassratner.com gdemos@glassratner.com
GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

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Disclaimer
This confidential memorandum (the “Memorandum”) contains proprietary non-public information regarding Zacky & Sons Poultry, LLC
(“Zacky” or the “Company”) and is furnished exclusively on a confidential basis. The information contained herein has been obtained from
the Company and other sources and has been prepared for the purpose of providing potential Buyers of the Company with general
information to assist them in their evaluation of the operations of the Company. No representation or warranty, expressed or implied, is
made by the Company or GlassRatner Advisory & Capital Group LLC (“GlassRatner”) as to the accuracy or completeness of such
information or any other written or oral communication transmitted or made available to a prospective Buyer of the Company. Nothing
contained in the Memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future performance
of the Company. Any estimates or projections contained herein have been prepared by, and are based on information currently available
to the Company and involve significant subjective judgments and analysis and, accordingly, no representation or assurance is made as to
their attainability. Only those representations and warranties made in a definitive, written agreement, and subject to such limitations and
restrictions as may be specified therein, shall have any legal or binding effect.
Recipients of this Memorandum are bound by a previously-executed confidentiality and non-disclosure agreement, and agree that all of
the information contained herein is of a confidential nature, that they will treat it in a confidential manner consistent with the terms and
conditions of the confidentiality and non-disclosure agreement, that they will not, directly or indirectly, disclose or permit their agents,
representatives, employees, officers, directors or affiliates to disclose any of such information and that they will use the Memorandum and
any related information only to evaluate a specific transaction with the Company and for no other purpose. If any recipient of this
Memorandum or the Company elects not to proceed with a transaction with the other, such recipient will return this Memorandum and any
other materials relating to the Company, which the recipient may have received from GlassRatner or the Company without retaining any
copies thereof.
The Company reserves the right to negotiate with one or more prospective parties to a transaction at any time and to enter into a definitive
agreement for a transaction involving the Company and/or related assets without prior notice to the recipient or other parties. Also, the
Company reserves the right not to pursue a transaction, and to terminate, at any time, further participation in the investigation and
proposal process by any party and to modify data, documentation, confidentiality and other procedures at any time and without assigning
any reason therefore.
GlassRatner has been engaged by the Company as its exclusive financial advisor for this transaction. GlassRatner has not been retained
to verify the information contained herein. Each recipient hereof is responsible for conducting its own independent analysis of any
proposed transaction and for independently verifying the information contained herein. Each recipient agrees not to contact any officers,
directors, employees, representatives, agents, customers, former customers, vendors or affiliates of the Company. All communications,
inquiries and requests for information relating to the Memorandum or to a possible transaction involving the Company should be
addressed to GlassRatner.

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Table of Contents
I. Executive Summary
II. Investment Highlights
III. Company Overview
IV. Industry Overview
V. Facilities Overview
VI. Financial Overview

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Section 1 | Executive Summary

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Executive Summary
Company Overview
• Zacky and Sons Poultry, LLC, (“Zacky” or the “Company”) is a
leading grower, processer, and distributor of premium poultry
products primarily in the Western U.S.
 Ranks among the largest turkey producers in the nation
and the second largest in California(1)
• Vertically integrated poultry operations:
 Three processing facilities - 325,870 sq. ft. combined
 Extensive sales and distributions networks
• Complete turkey product portfolio and recently re-entered the
chicken business
• Products can be found in major retail supermarkets, club stores,
foodservice and export channels
 Also significant private label programs
• 2012 revenue of $142.3 million and 111.5 million processed
pounds of poultry sold
• Headquartered in Fresno, CA and has approximately 700
employees
1) Based on management estimates.

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Executive Summary
Company History
• Zacky’s history dates back to 1928 when Samuel Zacky opened
Sam’s Poultry Market in Los Angeles
• The family incorporated Zacky in 1955
• Began building growing ranches and a hatchery in the 1960s to
generate a reliable and high-quality supply of birds for processing
• Acquired the assets of Balfour Guthrie in 1971, adding a feedmill,
hatchery and ranches located in the Fresno area
• Further vertically integrated in 1984 by buying assets of Swift &
Company including processing, additional ranches and hatcheries
• Invested heavily in expanding and refurbishing its assets throughout
the late 1980s
• Acquired a new further processing facility in Stockton from Safeway
in 1994
• Continued to improve turkey operations through investing in
significant renovations at its processing plants during the late 1990s
• Sold its chicken operations to Foster Farms in 2001
• Re-entered the chicken business, added chicken processing line,
converted the hatchery to handle chickens, and added 8 additional
chicken ranches in 2012

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Executive Summary
Live Operations
• Extensive live operations include:
 9 owned grow-out ranches
 19 leased and 7 contract grow-out ranches
 1 owned turkey and chicken hatchery
 1 leased turkey breeder ranch
 As of April 2013, all breeder ranches have been sold and the
Company is selectively leasing breeding ranches as needed
Processing Operations
• Significant processing assets located primarily in Fresno, CA and
Stockton, CA
• Plants are owned by the Company and consist of:
 East Facility: 52,445 sq. ft. kill and evisceration and bagging plant
 Empire Plant: 172,125 sq. ft. cold storage (freezer, cooler, blasting),
deboning and tray pack processing plant
 Stockton Facility: 101,300 sq. ft. further processing and cooking
plant

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Executive Summary
Product Overview
Zacky offers a complete poultry product portfolio including: Key Advantages
 Fresh and frozen whole body turkey • California grown
 Various tray pack products • Antibiotic-free capabilities
 Several varieties of hotdogs • Free range
 Deli meats • Organic capabilities
 Bulk product offerings • Unique processing capabilities

9
Executive Summary
Facilities Overview
• The Company’s vertically-integrated facilities include extensive processing and live operations with significant capacity
Facility Type Facility Description Capacity Ownership
Grow Out Ranches 28 turkey ranches 6.1 million sq. ft. 9 owned ranches
Live 7 chicken ranches 1.3 million turkey placement capacity (1) 19 leased
897,000 chicken placement capacity (1) 7 contracted
Operations
Hatchery Turkey and chicken 180,000 poult / week or; Owned
hatchery 380,000 chicks / week
East Facility Slaughter and processing facility 52,445 sq. ft. kill and evisceration plant Owned
Processing 11.5 million lbs. / week(2)
Empire Facility Primary processing facility 172,125 sq. ft. deboning and Owned
secondary
processing plant
3.2 million lbs. / week(2)
Stockton Facility Cooking and value-added further- 101,300 sq. ft. further processing and Owned
processing facility cooking plant 1.3 million lbs. / week
(1) Aggregate single flock capacity for all ranches on a combined basis.
(2) Reflects weekly processing capacity in pounds. Utilization capacity based on 50/50 mix of 18 lb. turkey hens and 36 lb. turkey
toms running two lines through two eight-hour shifts, five days per week

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Executive Summary
Key Investment Considerations

Well-Established Core •Ranks among the largest turkey businesses in the United States
Turkey Business •Strong relationships with major retail and foodservice companies
•Diverse product portfolio consisting of several product categories
Vertically Integrated •Integrated poultry operation that functions as a grower, processor, distributor and wholesaler
Production Platform with •Time-tested and efficient hatchery, grow out ranches, sales and distribution networks
Significant Excess Capacity • Capacity to support significant growth
Turnkey Entry Into Chicken •Re-entered the chicken segment in 2011

Business •Significant opportunity to provide fresh chicken to California markets
•Inventory of 462,000 chickens as of June 2013
Free Range and Antibiotic- •Free range and antibiotic-free capabilities

Free Capabilities •Product focus addresses key consumer trends
Compelling California and •Immediate geographic access to key retail and foodservice customers in the Western United States
International Access •Logistical benefits with respect to servicing fresh chicken demand in key consumer markets
Platform •Demonstrated ability to penetrate key international markets
Zacky presents a compelling opportunity to establish a significant Western U.S. poultry presence with attractive opportunities to increase
capacity and refocus production on higher margin product segments

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Section 2 | Investment Highlights

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Investment Highlights
Well-Established Core Turkey Business

• Zacky is among the largest turkey processors in the
Western U.S. and is currently operating at less than 50%
capacity
 Company is the second largest turkey producer in
CA with ~25-30% share (1)
• 80+ year history of high-quality, fresh poultry products
• Long-standing customer relationships
• Well recognized brands throughout the Western U.S.
(1) Based on management estimate.

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Vertically Integrated Production Platform with Significant Excess Capacity

2012 Processing Facilities Utilization(1)
• Scalable, vertically integrated poultry
production and processing platform
Complete processing capabilities
across three facilities
 Slaughter
 Evisceration
 Further processing
 Packaging
 Cold storage
Expansive live operations include 37
grow-out ranches
• Significant excess capacity to support growth
and the continued reestablishment of the
chicken business
(1)
Capacity based on 50/50 mix of 18 lb. turkey hens and 36 lb. turkey toms
running two lines through two eight-hour shift, five days per week.

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Turnkey Entry into Chicken Business

• Highly attractive opportunity to provide
“California Fresh” chicken into a market with
very few large scale competitors
• Existing infrastructure well-positioned to
accommodate chicken upgrade relative to
new build alternatives
• Ability to address both traditional and niche
(antibiotic-free, free range, etc.) markets
• Significant SKU and revenue expansion
opportunity with existing customers
• Inventory of approximately 462,000 chickens
as of June 2013
• Strong traction with “Red Ranger” in live
markets

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Free Range and Antibiotic

Capabilities
• Over 80% of Zacky’s current inventory is either free range,
antibiotic free or both Antibiotic-Free and Free Range Turkey Inventory
• The positions of the Company address key market trends
and changing consumer preferences including:
 Natural proteins that are minimally treated or
processed
 Increasing animal rights concerns
 More stringent labeling requirements
 Price premiums for organic and natural products
0.9 million turkeys(1)

(1) As of August 2, 2013

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Compelling California and International Access Platform
• The Company believes its proximity to key population

centers throughout the Western U.S. is a key advantage
• Zacky has efficient geographic access to key foodservice

and retail customers in the nation’s most populous state
• Fresno and Stockton operations well located to efficiently

service both Northern and Southern CA customers
• Additional logistical benefits with respect to servicing

international customers, particularly Asia
• California climate very favorable for poultry raising

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Section 3 | Company Overview

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Company Overview
History and Key Milestones
1984
Zacky Farms acquired
the turkey assets of 1993 2001 2013
Swift and Company, Transferred the grain Sold chicken business Zacky & Son
1960 including a processing and feed mill operations to focus on growing Poultry,LLC
Zacky Farms began facility, cold storage,
packaging building, a to Integrated Grain & turkey business; purchases the
building its own
Milling introduced distinctive 2011 assets of Zacky
ranches and hatchery hatchery and ranches
turkey tray pack Re-entered the Farms, LLC
in Fresno
chicken business
1920 1960 1970 1980 1990 2000 2010
1971 2012
1928 Zacky Farms purchased
Samuel Zacky opens 1994 Filed Chapter 11
Sam's Poultry Market
the Belfour Guthrie 1985 Acquired a new, state-
assets in California and Zacky Farms purchases
in Los Angeles aquired its first feed mill of-the-art processing
Poppy Foods Company, facility (Stockton facility)
in Fresno
fully integrating turkey from Safeway
and chicken operations
with breeder ranches,
hatcheries, grow out,
ranches, processing,
feed mill, sales and
distribution networks

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Company Overview
Core Facilities Summary

The Company’s vertically integrated operations are supported by proven facilities with significant excess capacity
Key Zacky Facilities
Facilities / Ranches Summary Description Breeding / Grow Out / Processing Capacity Current Location Sq. Ft. Employees
Utilization (1) (000s)
Owned Facility
East Facility Processing and slaughter 11.5 million pounds / week 19.1% Fresno, CA 52 94
Processing, shipping, receiving, and

Empire Facility 3.2 million pounds / week 51.0% Fresno, CA 172 171
distribution, includes corporate offices
Further processing, shipping, receiving, and

Stockton Plant 1.3 million pounds / week 56.7% Stockton, CA 101 169
distribution
Hatchery Turkey and chicken egg hatchery 180,000 poult or 380,000 chicks / week NA Kerman, CA 27 20
Fresno, CA
Grow Out Ranches 9 grow out ranches 397,500 turkey placement capacity(2) NA 2,382 35
Kings, CA
Leased Ranches
Affiliated Parties 12 turkey grow out ranches 619,800 turkey placement capacity(2) NA Various, CA 1,994 51
Third Party 5 chicken grow out ranches 650,000 chicken placement capacity(2) NA Various, CA 644 8
Third Party 2 turkey grow out ranches 49,200 turkey placements (2) NA Sanger, CA 150 3
18,000 turkey placement capacity

Third Party 1 turkey breeder ranch NA Sanger, CA 187 10
2.1 million turkey eggs/year
Contracted ranches
5 turkey grow out ranches 240,000 head of turkey placement capacity(2) NA Various, CA NA
Contract Growers ~1,000
2 chicken grow out ranches 97,000 head of chicken placement capacity(2) NA Various, CA NA
(1) Utilization capacity based on 50/50 mix of 18 lb. turkey hens and 36 lb. turkey toms running two lines through two eight-hour shifts, five days per week.
(2) Aggregate single flock capacity for all ranches on a combined basis.

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Company Overview
Product Overview
• For more than 80 years, Zacky has been providing premium quality
branded and private label poultry products
• Currently produces a full line of turkey products:
 Various whole bird sizes and brands
 Significant tray pack packaging capabilities
 Line of hot dogs currently targeted at export markets
2012 Net Sales 2012 Volume
($ in millions) (pounds in millions)

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Company Overview
Brand Overview
• The Company maintains a strong branded product portfolio and believes its Zacky brand represents a premium
turkey brand with strong recognition throughout the Western U.S.
• Zacky also generates significant private label business focused primarily on export hotdogs to Asian customers
and tray pack and whole-bird products to key retail accounts
• All brands, trademarks and other intellectual property owned or developed by the Company are to be included in a
potential transaction
2012 Sales by Brand

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Company Overview
Customer and Sales Channel Overview

• The Company serves several of the largest retail and
foodservice companies in the United States
• Zacky has maintained 10+ year relationships with many
of its top customers
YTD Top Ten Customers

( in millions)
2012 YTD July 2013
% of
Customer Sales Pounds % of Sales Sales Pounds Sales 2012 Sales by Channel
1 $ 18.82 20.4 13.5% $ 11.23 10.96 19.4%
2 18.21 8.07 13.0% 9.76 3.78 16.9% 6.4% 3.3% 0.2%
3 9.14 7.5 6.5% 4.25 3.55 7.3%
15.2%
4 6.00 4.6 4.3% 0.72 0.41 1.2%
5 5.14 2.2 3.7% 1.79 0.84 3.1% 45.9%
6 5.01 4.05 3.6% 1.81 1.59 3.1% 29.1%
7 4.54 2.96 3.2% 2.25 1.22 3.9%
8 3.55 3.4 2.5% 1.67 1.53 2.9%
9 3.50 2.45 2.5% 1.68 1.44 2.9%
10 3.37 2.23 2.4% 1.90 0.86 1.9% Retail Commodity
Total $ 77.28 57.86 55.2% $ 37.06 26.18 62.6% Export Food Service
Retail Distributor Holiday

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Company Overview
Chicken Market Re-Entry

• Began leasing chicken ranches in early 2012
 Currently chicken ranches have placement capacity for ~650,000 head (1)
 6.8 million pounds sold for year ended December 2012
 Antibiotic-free, free range and some organic capabilities
• Initial success with live bird sales, particularly “Red Ranger” variant
• Current target to expand capabilities to 200,000 chickens / week which the Company estimates would require $5.7
million
 Plan would include conversion of select ranches from turkey to chicken, add tray-pack and cut up processing
equipment at the Empire plant and provide adequate rolling stock for live haul operations
• Alternatively, Zacky could initiate a larger-scale re-entry strategy to reach an eventual capacity of ~1 million
chickens / week
 The Company has detailed plans that would require approximately $23.4 - $40.5 million of plant and ranch
renovations depending on the specific capabilities implemented and equipment purchased
Zacky believes that its existing infrastructure is a highly attractive base platform that can be expanded to provide
“California Fresh” chicken into a market with very few large scale competitors
(1) Aggregate single flock placement capacity for all 8 chicken ranches on a combined basis;
ranches average 4 - 5 flocks / year.

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Company Overview
Sales and Marketing

• The Company conducts its retail and foodservice sales and marketing efforts through its predominantly California-
focused team of approximately 10 sales and marketing professionals based in Los Angeles, CA
• The Company’s sales and marketing team conducts all day-to-day account maintenance, new product introduction
activity and efforts to increase SKU penetration at accounts
 In addition the sales and marketing team provides extensive support to accounts to address specific needs
during the holiday season
• Zacky’s sales force directly covers the large majority of its retail and foodservices accounts and only uses brokers
in a very limited capacity
• The Company’s sales team also manages sales to distributors
 Key distributors include Tony’s Fine Foods, Harvest Meat and C&S Wholesale
• Zacky focuses its sales and marketing efforts on California and the Western U.S.

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Company Overview
Distribution Capabilities Overview

Zacky believes its distribution capabilities are among the Company’s key strengths
• The Company’s location in central California allows efficient delivery throughout the Western U.S.
 Unique ability to optimize freshness vs. other large, out-of-
state producers
• Zacky’s internal fleet consists of:

 Nine 3-axle 2006 Volvo trucks
 One 2-axle 2013 Freightliner
 14 refrigerated trailers
 Five 3-axle and one 2-axle tractors added in
December 2012
 Five 2-axle tractors added in January 2013 for
live hauling and transportation

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Company Overview
IT and Data Management
• Zacky owns its IT hardware which principally consists of four midrange IBM AS400’s and data servers at each
facility with PBX switching equipment
• Key software and systems include:

 ERP software by PRMS which includes inventory, order tracking, costing, AP, purchasing
 Real-time inventory locator system by Manhattan Associates – PkMS
 Project management accounting system by Global Software
 In-house developed systems for payroll, HR, order entry, flock and live bird management
• All mission-critical systems are backed up to off-site servers or are copied to tapes that are picked up daily and
delivered to an off site location
• Locations are connected by intranet which is utilized to organize and provide access to product specifications,
quality assurance recording, product labeling and document imaging

27
Company Overview
Food Safety
• The Company’s live operations and processing facilities feature best-in-class food safety
 Consistently achieved high (>90%) scores on its Silliker audits
 Established Hazard Analysis & Critical Control Points (“HAACP”) program
 USDA inspector on-site
• Strong bio-security
 Shower-in, shower-out for all breeder ranches
 Vehicular disinfectant spray stations for all breeder ranches
 Disinfection stations at all buildings on ranches for ingoing equipment

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Company Overview
Lease Summary
• Zacky leases several facilities, many of which are owned by related-parties
Zacky Farms Leases
Facility Use Lessor Expiration Monthly Payment Sq. Ft
Third Party Leases(2)
Corporate Office LA Sales Office Crossroads Parcel 4 10/31/12(1) $ 6,280 3,395
Sultana Grow out ranch Don Duhm 12/31/16 4,500 74,025
Hunt Grow out ranch Greenegg Agritech Ltd. 12/31/2016 7,140 119,000
Twin Palms/Campbell Grow out ranch Pitman Family Farms 09/30/13 7,500 150,000
Smith Mountain Breeder ranch Pitman Family Farms 9/30/2013 9,325 186,500
Grayson Grow out ranch Greenegg Agritech Ltd. 12/31/16 6,936 115,600
Bentley Grow out ranch Greenegg Agritech Ltd. 12/31/2016 9,600 160,000
Roff Grow out ranch Greenegg Agritech Ltd. 12/31/16 10,500 175,000
$ 61,781 983,520
Related Party Leases(3)

Del Oro Ranch Grow out ranch Lilian Zacky entities Month-to-Month $ 4,700 146,400
Deep Creek Grow out ranch Lilian Zacky entities Month-to-Month 2,178 87,568
Oro Grande Office Grow out ranch Lilian Zacky entities Month-to-Month 651 2,400
Helendale Grow out ranch Lilian Zacky entities Month-to-Month 5,334 172,000
Samuel #1 Grow out ranch Scott Zacky entities 9/8/2016 20,075 312,000
Samuel Brood Grow out ranch Lilian Zacky entities 11/30/17 11,169 134,028
Huntsman (4) Grow out ranch Richard, Lilian and Scott Zacky entities 7/1/2017 9,415 215,000
American and Placer (4) Grow out ranch Richard, Lilian and Scott Zacky entities 07/01/17 25,885 591,000
Sunbird Grow out ranch The Samuel LLC and Lilian Zacky entities 11/30/2017 12,468 149,616
Kerman Grow out ranch Lilian Zacky entities 07/19/17 11,808 141,696
Other Leases 2,085 41,800
$ 105,768 1,993,508
Total $ 167,549 2,977,028
1) Subject to annual increases.

(2) Five third party leases for grower ranches are for chicken.
(3) All related party leases for grower ranches are for turkey.
(4) Consists of four ranches governed by a single lease.

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Company Overview
Core Initiatives
Chicken Market •Efforts underway to re-enter the chicken business following non-compete expiration
Re-Entry •Antibiotic-free, free range and some organic capabilities; current placement capacity of ~900,000
head(1)
•Current target to expand capabilities to process 200,000 chickens / week (~$5.7 million cost)
•Alternatively, the Company could initiate a larger-scale re-entry to reach eventual capacity of ~1
million chickens / week (~$23.4 - $40.5 million cost)
•Improve communication between sales and marketing and production teams to ensure adequate
Sales & Marketing emphasis is placed on key products
•Continue to develop sales strategy and order pipeline for chicken business
Alignment
Producing to •Place additional emphasis on anticipating product demand and consumer preferences in order to
Demand better align volumes produced per product category / SKU with market demand
Product Level • Focus on emphasizing product categories / SKUs with predictable gross margin profitability
Profitability •Opportunity to improve product-level gross margin by rationalizing SKU count to drive volume to
most profitable products
Zacky has identified these initiatives as key areas of focus that the Company believes will drive improvements in profitability and mitigate the effects
of elevated input costs
1) Aggregate single flock placement capacity for all 8 chicken ranches on a combined basis;
ranches average 4 - 5 flocks / year

30
Company Overview
Management Overview
•Over 25 years of experience in the poultry business (23 years with Zacky)
•Experience includes managing internal and external financial reporting, planning and forecasting; managing Credit,
Kirk VanderGeest
Collections and Billing departments; management of Information Technology department
Chief Financial Officer & •Formerly Manager of Applications Development with Foster Farms; also held various roles at Kellogg Company
Director of IT •B.A., Mathematics from Alma College
•Over 35 years of retail sales experience in the super-market industry (12 years with Zacky)
Louis Masucci •Experience includes leading the sales department and involved with product development, budgeting, and promotions
Senior Vice President of •Formerly Group Vice President of Kelly Clarke Food Brokerage; President / Owner of Cook Boyton Hilton Food Brokerage
Sales & General Manager Company
•MBA from University of Southern California, Marshall Business School
•Over 25 years of experience in Poultry Production with Zacky

Teri Scarabello
•Experience includes management of turkey live operations, animal welfare, grower relations, turkey and chicken catching /
Director of Live Operations live-haul, feed scheduling and delivery, farm and tractor maintenance, budgeting, and strategic planning
•B.S., in Agribusiness with Animal Science from California State University, Fresno
•23 years of experience in the poultry business with Zacky Farms

•Over 25 years of progressive experience in management, sales and marketing, finance/treasury, cash management and tax
accounting.
Ivy Quon
•Experience includes sales and strategic planning, marketing and product development, packaging design, financial analysis
Senior Vice President of
and auditing, overall budget process, personnel management, benefit administration, accounts receivable, credit and
Marketing and Administration collection, payables, payroll and tax accounting. Works closely with operations and quality assurance
•Formerly Credit Manager with General Electric Co., corporate finance service
•B.S., Business Administration and Marketing with California State University, Los Angeles
Zacky Farms is led by a team of deeply experienced industry executives with extensive, proven experience in the management of poultry growing and processing

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Section 4 | Industry Overview

32
Industry Overview
Industry Dynamics
• IBIS World estimates that the poultry production industry is estimated to grow 1.5% annually through 2017
This represents a modest improvement over a CAGR of 0.6% over the past five years
• Similarly, IBIS World estimates that the poultry processing industry will grow 1.4% annually through 2017
This represents a slight decline from the historical CAGR of 2.3% over the past five years

33
Industry Overview
Poultry Industry Dynamics

• The poultry industry is fragmented with approximately 19,000 production operations and 5,000 processing
operations in the U.S.
 The majority of these operations are small proprietorships
• Given recent margin pressures, the industry has experienced consolidation in both the production and processing
verticals
 This trend is expected to continue as operations that lack sufficient economies of scale will either be
acquired or cease operations

34
Industry Overview
Raw Material Cost Pressures

• The cost environment for key production components, in particular poultry feed, have demonstrated sustained
increases in recent years
 In turn, this has created significant margin pressures, especially for smaller operations without adequate
scale

35
Industry Overview
Turkey Industry
• Turkey producers have been required to focus on
maximizing feed-to-gain conversion in response to
rapidly escalating feed prices
• As a whole turkey producers have been successful

at driving production efficiencies as average live
weight pounds have increased by 13.2% since 2000
while feed requirements have decreased by 8%
during the same
period

36
Industry Overview
Demand Drivers Overview

• Chicken and turkey have been the fastest growing protein in terms of consumption since 1970
 This trend has continued over the past 10 years, with poultry consumption having grown approximately 4.9%
as opposed to red meat consumption, which has declined by 9.7%
• The primary contributing factors to the increase in recent consumption include:

 Increased public health interest in leaner white meat
 Lower relative price of poultry products

37
Industry Overview
Increased Public Health Interest

• The increased health consciousness of American
consumers has bolstered white meat consumption
 The lower fat and cholesterol content of poultry
versus red meat products makes poultry a
preferred protein option for health conscious
consumers
• In addition, in response to the concerning obesity

trends, state policymakers have

38
Industry Overview
Lower Relative Price

• Tepid wage growth and persistent unemployment have made price an increasingly prominent factor in consumers’
shopping decisions
• Over the past five years red meat prices have risen at an annualized rate of 6.1%, whereas poultry prices have
increased at an annualized rate of 1.9% over the same period
 Additionally, poultry products are priced cheaper per pound than red meat counterparts

39
Industry Overview
Natural and Organic Growth

• Although poultry production and processing are
mature industries with a modest growth outlook, the
rising popularity of natural and organic poultry
products has the potential to accelerate market
growth
 The Food Marketing Institute found that 59% of

consumers look for and purchase products
labeled as natural, and 37% look for organic
• The largest volume of organic meat sales is poultry,

with annualized growth rates between 23% to 38%
during the past five years

40
Section 5 | Facilities Overview

41
Facilities Overview
East Plant Facility

• Slaughter, processing, chilling, bagging, and roast
facility
• 2012 averaged approximately 2.2 million pounds per
week with capacity for 11.5 million pounds per week
• Facility includes
 One kill line
 Two evisceration lines
 Two loading docks
• Equipment includes stunning/killing equipment,
poultry delivery/receiving systems, bagging
equipment, ice house
 Equipment recently renovated to allow for
chicken processing
 Zacky owns additional automated evisceration
equipment to be installed
• Employees
 Evis / Kill & Pick - 55
 Bagging - 15
 Other - 24
• Facility also includes HR office, plant manager office
and USDA office
1) One shift is eight hours.
• 52,445 square foot facility; 5.0 acres of land (2) Pending weight range

42
Facilities Overview
Stockton Processing Plant

• Further processing, cooking, cold storage, distribution and
administrative operations
• 2012 averaged approximately 0.74 million pounds / week with
capacity for 1.3 million pounds / week via 10 packaging lines
• Equipment:
 4 HiTec Linkers, 2 Injectors, 2 Vacuum tumblers, 2 Vacuum
Mixers, 2 open top mixers, Multisource roll stock machine,
Marlen Stuffer, 2 Poly-clip machines, 2 continuous Alkar hot
dog ovens and 5 batch ovens
 Packaging: 530 Multivac, 230 Multivac, gas flush zipper
Rapid-Pak, Dixie Nova, Weber slicers, Rapid-Pak-55, Rapid
Pak-25, 2 Mahaffey Harter 730 roll stock machines and a
Cryovac 8620 packaging line
• Facility includes:
 Storage areas, boiler room, compressor room, mechanical
rooms, and equipment repair shop
 Freezer capacity of 152,000 pounds, refrigerated shipping
dock, 5 shipping bays, 2 receiving bays and shipping office
 Blast capacity of 370,000 pounds / week,18.5 million pounds
annually
 Primary waste water treatment facility (includes animal
product removal with separation & aeration facilities),
monitoring system, and waste treatment system
 Liquid corn syrup, salt brine and waste oil tanks
• 164 employees
• 101,300 square foot facility; 10.7 acres of land, 4.5 acres of excess
land

43
Facilities Overview
Empire Facility
• Processing, deboning, TP, grinding, WP, cooling, shipping,
receiving, distribution
• Includes12,000 square feet of corporate office space
• 2012 averaged approximately 1.6 million pounds per week with
capacity for 3.2 million pounds per week
• Equipment:
 Cone deboning line, MDP, tray pack functionality,
marination and weigh price capabilities
 Capable of processing 28 birds per minute, two shifts per
day for an annual capacity of 6.4 million head. There is
space available within the tray pack area to double that
capacity
• Facility includes:
 8 refrigerated shipping bays (with potential to expand to
12)
 6 million pounds cooler/ freezer; 14 million pound freezer
(6 freezer rooms)
 12 - 40,000 pound super blast cells
 Modern 4 high, 2 and 4 pallet push back system with
inventory control system
• 172,125 square foot facility; 11.5 acres of land
(1) One shift is 8 hours
• 188 employees (2) Pending weight range

44
Facilities Overview
Hatchery
• Turkey and chicken hatching facility
• 14 setters for capacity of 180,000 poult per week, or 380,000
chicks per week
• Equipment:
 Chick Master modern electric climate control
 Computerized monitoring systems allowing data logging
and remote access
 Refrigerated Smithway Poult and Chick transport trailer
• Installation of 10 more Setters can increase turkey hatch to
350,000 or chicken hatch to 610,000
 If wings are added to the T design, hatchery capacity
could be expanded by 3 times current capacity at an
approximate cost of $3 million
 Modern T design to allow hatch multi species and
separate symmetrical wings for diversified hatch
 27,201 square foot facility; 4.0 acres of land

45
Facilities Overview
Owned Ranches
• Grow Out Ranches
 9 turkey ranches
 Capacity to place 397,500 head per flock
 2.4 million square feet of facilities; 776.0 acres of land

46
Facilities Overview
Leased and Contract Growers

• Leased Ranches – Affiliated Parties
 12 turkey grow out ranches
Capacity to place 619,800 head per flock
2.0 million square feet
• Leased Ranches - Third Party - Chicken
 5 chicken grow out ranches
600,000 square feet
• Leased Ranches – Third Party – Turkey
 2 grow out ranches
150,000 square feet
 1 breeder ranch
2.1million turkey eggs per year
• Contract Growers
 5 turkey contract grow out ranches
 2 chicken contract grow out ranches

47
Section 6 | Financial Information

48
Financial Information
Key Metrics
Feed Cost / Ton Adjusted Feed Conversion Total Mortality Rate
1) Increase in mortality attributable to antibiotic-free conversion efforts.

49
Financial Information: Income Statement
Fiscal Year Ended(1) Interim Projected
2-Mth Ended
(all values in thousands) 2008 2009 2010 2011 2012 2/2013(1)(3) 10/2013(2)(4)(5) 12/31/13(6) 2014P(6) 2015P(6) 2016P(6) 2017P(6)
Pounds Sold:
Stockton 37,459 37,327 36,296 38,109 38,299 4,959 16,200 13,575 49,796 57,473 59,420 64,681
Bulk and Other 24,579 15,095 18,946 26,859 27,579 3,644 5,298 4,439 16,283 18,793 19,430 21,151
Frozen WB Turkey 42,192 29,653 44,321 18,446 10,252 1,170 251 210 772 891 921 1,003
Fresh WB Turkey 15,059 14,821 12,203 13,439 14,581 216 2,388 2,001 7,341 8,473 8,760 9,536
Tray Pack 11,885 13,158 11,157 11,588 12,494 2,121 4,585 3,842 14,095 16,267 16,818 18,308
Chicken 0 0 0 0 6,820 1,898 4,652 3,898 14,300 16,504 17,064 18,574
Bone-In Breast 1,222 2,582 2,866 896 1,456 100 210 176 644 744 769 837
Total Pounds Sold 132,396 112,636 125,789 109,337 111,481 14,108 33,585 28,143 103,232 119,146 123,182 134,090
Net Sales 138,924 118,239 141,868 146,472 142,348 17,823 45,590 35,610 130,621 150,757 155,864 169,665
Cost of Sales 147,278 123,544 137,571 142,478 165,275 24,512 57,866 32,751 122,287 138,468 136,996 149,204
Gross Profit (Loss) (8,354) (5,305) 4,297 3,994 (22,927) (6,689) (12,276) 2,859 8,333 12,289 18,869 20,461
% Margin -6.0% -4.5% 3.0% 2.7% -16.1% -37.5% -26.9% 8.0% 6.4% 8.2% 12.1% 12.1%
S,G&A 9,721 9,609 12,678 8,055 11,207 3,355 (5,722) 985 5,664 5,664 6,264 6,264
Operating Income (18,075) (14,914) (8,381) (4,061) (34,134) (10,044) (6,553) 1,874 2,669 6,625 12,605 14,197
Interest Income (31) (5) 0 0 (19) 0 0 (4) 0 0 0 0

Interest Expense 1,360 1,277 1,069 1,213 2,489 585 (120) 255 546 22 0 0
Other Income, Net (412) (735) 0 12 0 0 (8) 0 0 0 0 0
Pre-Tax Income (Loss) (18,992) (15,451) (9,450) (5,286) (36,604) (10,629) (6,425) 1,622 2,123 6,603 12,605 14,197
Income Taxes 0 0 0 2 14 1 23 0 0 0 0 0
Net Income (Loss) (18,992) (15,451) (9,450) (5,288) (36,618) (10,630) (6,448) 1,622 2,123 6,603 12,605 14,197
EBITDA (14,893) (11,294) (5,362) (1,201) (32,049) (6,526) (4,926) 2,348 5,291 9,247 15,227 16,819
(+) Ownership Expenses 1,629 2,049 1,903 877 903 142 174 174 0 0 0 0
Net Workers Comp
(+) Adjustments 61 109 291 26 0 0 0 0 0 0 0 0
(+) Legal Settlements 0 0 3,325 0 0 0 0 0 0 0 0 0
Non-Reccuring Legal /
(+) Professional Fees 0 121 488 0 3,697 2,359 0 0 0 0 0 0
(-) Gain on Forgiven Notes 0 (700) 0 0 0 0 0 0 0 0 0 0
(-) Feed Mill Fire (426) 0 0 0 0 0 0 0 0 0 0 0
Non-Recurring / Ownership
Adjustments 1,264 1,579 6,007 903 4,600 2,501 174 174 0 0 0 0
Adjusted EBITDA (13,629) (9,715) 645 (298) (27,449) (4,025) (4,752) 2,522 5,291 9,247 15,227 16,819
[1] Zacky Farms, LLC
[2] Zacky and Sons Poultry, LLC commenced operations March 1, 2013.
[3] Pounds sold include w eek ended March 2, 2013
[4] Pounds sold beginning in w eek ended March 9, 2013 through w eek ended October 27, 2013.
[5] Projections by management. No depreciation take in period.
[6] Projections based on management's turnaround plan.

50
Financial Information: Restructuring Plan
Management’s Proposed Strategic Plan: Convert facilities to Chicken capable

operations.
Phase I – Ramp up chicken production to 200,000 birds per week.
Phase II – Ramp up chicken production to 400,000 birds per week.
Capital requirements for conversion: Approximately $15,000,000
Uses of Capital
Working Capital Requirements
Live Inventory Build-up
Accounts Receivable Build-up
Capital Expense
Grow-out Ranch Conversion
Plant Upgrade
Live Haul Equipment

51
Summary Balance Sheet
Fiscal Year Ended(1) Interim
(all values in thousands) 2008 2009 2010 2011 2012 2/2013(1)(3) 10/2013(2)
Cash 2,146 326 72 (870) 1,274 588 (447)

Accounts Receivable 3,816 3,783 3,118 4,102 5,622 6,887 4,367
Related-Party Accounts Receivable 209 1,028 737 1,097 1,978 1,964 447
Other Receivables 358 206 298 38 734 754 47
Inventories 24,780 24,906 16,803 23,507 27,213 23,208 16,602
Prepaid Expenses and Other 932 815 738 1,109 3,167 2,067 2,280
Total Current Assets 32,241 31,064 21,766 28,983 39,988 35,468 23,295
PP&E, Net 24,658 23,191 22,426 23,716 25,800 25,420 23,957

Other Assets - 312 221 221 - - -
Total Assets 56,899 54,567 44,413 52,920 65,788 60,888 47,252
Accounts Payable and Accrued Liabilities 11,533 9,485 13,552 11,077 34,642 32,888 6,864
Related-Party Accounts Payable 9,904 12,870 12,937 12,842 19,682 19,777 759
Total Current Liabilities 21,437 22,355 26,489 23,919 54,324 52,665 7,623
Deferred Gain on Sale Leaseback 86 76 66 57 47 - -

Line of Credit 4,000 6,000 9,900 775 - - -
Long-Term Debt 14,020 24,231 15,500 41,000 - - 10,681
DIP - - - - 52,865 60,299 -
Related-Party Notes Payable 3,000 3,000 3,000 3,000 11,000 11,000 11,200
Long-Term Liabilities 21,106 33,307 28,466 44,832 63,912 71,299 21,881
Total Liabilities 42,543 55,662 54,955 68,751 118,236 123,964 29,503
Members' Contributed Capital 51,132 51,132 51,132 52,689 52,689 52,689 34,827
Retained Earnings (Deficit) (36,776) (52,227) (61,674) (68,520) (105,137) (115,767) (17,078)
Total Members' Interest 14,356 (1,095) (10,542) (15,831) (52,448) (63,078) 17,749
Total Liabilities and Members' Interest 56,899 54,567 44,413 52,920 65,788 60,886 47,252
1. Zacky Farms, LLC
2. Zacky and Sons Poultry, LLC commenced operations March 1, 2013. PPE recorded at FMV pending Ernst &Young ‘fresh start’ accounting direction
3. Does not include closing entries for sales of assets to Zacky and Sons Poultry, LLC

52
Processed Inventory Detail Processed Inventory Detail

• Total Inventory balance as of December 2012 (% of Total pounds)
was $27.2 million
• Processed Inventory balance as of July 2013
was 8.1 million pounds, broken out by
category below
(1) As of July 13, 2013

53
Land and Buildings Detail
Appraised Value
($ thousands) Appraisal Value (2) Appraisal Dates
East Facility $ 3,888 July 2010
Empire Facility(1) 14,565 July 2010
Stockton Facility 7,602 July 2010
Grow Out Ranches 13,890 July 2010
Hatchery 2,040 July 2010
Other 2,840 July 2010
Total $44,825
(1) Includes Corporate Office.

(2) Appraised value reflects highest appraised value when multiple recent appraisals are available.

54
Equipment, Leasehold Improvements and Auto Detail

• In addition to the value of land and buildings, the Company’s equipment has an appraised value of $16.1 million
($ thousands) Equipment Equipment

Appraisal Value (2) Appraisal Dates
East Facility $ 2,041 July 2010
Empire Facility(1) 5,190 July 2010
Stockton Facility 5,371 July 2010
Hatchery 1,016 July 2010
Rolling Stock 2,512 July 2010
Total $16,130
(1) Includes Corporate Office.

(2) Appraised value reflects highest appraised value when multiple recent appraisals are available.

55
Management’s Discussion on FY 2012

•2012 Highlights
Large customer contract for approximately 20M pounds of product, mostly breast meat, fell through in Q1. The breast meat
allocated to this customer was subsequently sold on the commodity market at average prices 25% below the prior year averages.
The Company's feed costs were exceptionally high virtually all year due to corn shortages, averaging 10% higher than in 2011.
The average turkey mortality in the field was double the average tom mortality for 2011 and 50% higher for the average hen
flock. These mortalities can be explained by the high percentage of antibiotic free birds raised by Zacky and the reduced immune
systems of the offspring of 2nd and 3rd lay hens that were not intended to be extended so long.
Zacky Farms began growing chickens late in 2011, with plans to reenter the chicken business after a 10 year non-compete with
Foster Farms expired. The initial rollout failed. Complications getting chickens processed in the Zacky turkey plant, and
additional inefficiencies attempting to co-process chickens in a small Modesto plant were limiting factors. Inadequate Sales and
Marketing preparation also contributed.
 A second roll out of chickens in July was more successful, with a few customer contracts in place. However, plant processing
was extremely inefficient. Automation equipment was purchased, but shortage of funding slowed the installation. Bankruptcy
stopped the implementation. From July of 2012, thru February of 2013, all chickens processed through the turkey plant cost an
additional $0.45 to $0.50 cents a pound due to the extra staffing required.
Zacky also reentered the live bird sales market in early 2012. A once lucrative market for Zacky Farms, it was “sold” in 2007 as
part of a buyout of the minority ownership of Zacky Farms, LLC. Inefficiencies and losses due to startup were substantial in 2012.
The funding situation prior to bankruptcy adversely affected Zacky’s ability to retain customers in Q3. The actual filing for Ch 11
further compromised the business during the peak Q4 holiday season. In addition, bankruptcy associated legal and professional
fees as well as court costs, drove G & A costs higher.
.

56
Management’s Discussion on YTD 6/30/2013 results

• YTD 6/30/2013 Highlights
Several senior managers left Zacky Farms, LLC just prior or during bankruptcy. (President, Director of Technical Services,
Director of Operations, Operations Manager).
The events that followed the auction of the Company on January 15 contributed to a very high degree of uncertainty and
confusion. During this time three large customers decided to look elsewhere for their ground turkey needs.
Sales of Red Rangers to the live chicken markets in LA fell short of projections for Q1 of 2013. In December and early
January, with all of the uncertainty of the upcoming auction of Zacky Farms, LLC, customers were reluctant to rely on Red
Rangers from Zacky for the Chinese New Year celebration.
There were 605,000 live Red Rangers on the grow out ranches in March. This live inventory was reduced to 306,000 by the
end of May, primarily by processing the larger birds (too big for the live markets) through the plant. These processed birds
were sold at prices reflecting negative margins of $1.25 to $1.45 per pound. By the end of June, the live Red Ranger
inventory was down to 203,000 birds.
Zacky sells white chickens through the food service or commodity sales channels at prices with slim margins. During March,
April, and May, and prior to automation upgrades, significant losses occurred due to high plant and feed costs. The
modification of the plant resulted in faster line speeds and elimination of the 22 jobs - Zacky is now more competitive in
processing chickens.
The loss of 2 major customers and decreased sales to a 3rd customer forced Zacky to sell ground turkey through the
commodity sales channel during Q2 and Q3. The commodity prices for breast meat in 2013 were 10% below the sluggish
2012 market. Losses on the portion of the birds not used in ground turkey have offset the positive margins in ground turkey
sales.

57

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Zacky and Sons Poultry, LLC

California Grown Freshness

CONFIDENTIAL INFORMATION MEMORANDUM | January 2014

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

II. Investment Highlights

III. Company Overview

IV. Industry Overview

VI. Financial Overview

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

1) Based on management estimates.

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

Key Investment Considerations

Turnkey Entry Into Chicken •Re-entered the chicken segment in 2011

Free Range and Antibiotic- •Free range and antibiotic-free capabilities

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

Well-Established Core Turkey Business

(1) Based on management estimate.

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

Vertically Integrated Production Platform with Significant Excess Capacity

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

Turnkey Entry into Chicken Business

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

Free Range and Antibiotic

0.9 million turkeys(1)

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

Compelling California and International Access Platform

• The Company believes its proximity to key population

• Zacky has efficient geographic access to key foodservice

• Fresno and Stockton operations well located to efficiently

• Additional logistical benefits with respect to servicing

• California climate very favorable for poultry raising

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

History and Key Milestones

1920 1960 1970 1980 1990 2000 2010

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

Core Facilities Summary

Processing, shipping, receiving, and

Further processing, shipping, receiving, and

18,000 turkey placement capacity

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

2012 Sales by Brand

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

Customer and Sales Channel Overview

YTD Top Ten Customers

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

Chicken Market Re-Entry

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

Sales and Marketing

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

Distribution Capabilities Overview

• Zacky’s internal fleet consists of:

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-

IT and Data Management

• Key software and systems include:

GlassRatner Advisory & Capital Group LLC -Strictly Confidential-