Capstone Headwaters LOGISTICS SERVICES PROVIDERS Q1 2019 TABLE OF CONTENTS MERGER & ACQUISTION OVERVIEW M&A Overview Logistics services providers are a vital component of the Transportation and Logistics (T&L) industry as shippers seek ways to swiftly navigate the Key Trends & Drivers increasingly complex supply chain. In 2018, third-party logistics providers (3PLs) T&L Macroeconomic Indicators accounted for an estimated 81% of domestic transportation, 69% of Notable Transactions warehousing, 50% of freight forwarding and 40% of customs brokerage, according to the 2019 23rd annual Third-Party Logistics Study headed by Dr. Capstone Headwaters Transaction John Langley of Pennsylvania State University.1 Amid rising T&L costs and the Select Transactions ongoing truck driver shortage, providers are continually seeking to adoptnew Public Company Data technologies to enhance data-driven supply chain visibility and to mitigate costly disruptions such as volatility in commodity, labor, and energy prices. Firm Track Record Logistics services providers have turned to mergers and acquisitions (M&A) for inorganic growth and 42 transactions were announced or closed in the space in 2018. Top technology-driven freight brokerage provider GlobalTranz Enterprise, who bought the Capstone Headwaters’ advised company Apex Logistics in 2017, was the most active buyer in 2018. Capitalizing on the fragmented market, GlobalTranz acquired Texas-based freight brokerage and CONTRIBUTORS logistics services provider AJR Transportation (January, terms undisclosed); North Carolina-based less-than-truckload (LTL) 3PL solutions provider Burke Smith SynchOne (August, undisclosed); and Chicago-based freight brokerage firm Managing Director, AFN Logistics (September, undisclosed). Notably, GlobalTranz was acquired by Head of Transportation & Logistics private equity firm The Jordan Company for an estimated $400 million in June 310-872-0038 2018. GlobalTranz went on to report 62% year-over-year growth in 2018 and 2 [email protected] reach $1.4 billion in revenue, according to the company press release. Logistics Services Providers Index Anant Vashi Director 16.0x 505-690-3561 14.0x [email protected] 12.0x 10.0x 8.0x EV/EBITDA Multiple 6.0x Mar-18 Jun-18 Sep-18 Dec-18 Mar-19 CSHW Index S&P 500 Source: Capital IQ, Capstone Headwaters Research 3 www.capstoneheadwaters.com March 2019 Logistics Services Providers | Q1 2019 KEY TRENDS & DRIVERS WALMART OPENS FIRST HIGH- on Walmart vendor consolidation, was acquired by Hub 07.19 TECH CONSOLIDATION CENTER Group (Nasdaq:HUBG) for $255 million (see page five). Private equity (PE) firm Mason Wells added to the trend in Retail consolidation is one service that companies have 2019 with its acquisition of RJW Logistics Group, Inc. adopted in order to cut costs and improve supply chain efficiencies. T&L operators that offer consolidation PROJECTED GROWTH OF FREIGHT services combine LTL shipments from different suppliers 4.3% BROKERAGE MARKET, 2018-2022 to ensure a consolidated full truckload (TL) shipment. Coordinating freight shipments creates a lower, shared The Freight Brokerage market in the US is projected to cost for vendors and significantly increases on-time- grow at a compound annual rate of 4.3% from 2018 to delivery compliance, even as the merchandise is handled 2022, according to Research and Markets.4 Abroker’s less in transit, reducing damage. Retailers also benefit ability to analyze what cargo needs to go where and from more frequent and predictable inbound shipments, efficiently match freight with carriers, all from behind a fewer stock outs, and reduced inventory costs. computer screen, allows shippers to focus on the core competencies of their businesses. In a maturing freight This technique is highly suited to retailers like Target brokerage market originally built around truckload (NYSE:TGT) and Walmart (NYSE:WMT), who seek efficient brokerage, established brokers have been moving to add methods of sending cargo frequently to distribution specialized brokerage capabilities such as intermodal, LTL centers across the US in less-than-truckload order and flatbed transports to create sticky, niche services. quantities. Several of these large retailers have developed captive consolidation networks to handle “collect freight.” More generally, 2018 saw an active M&A market for non- For example, Walmart recently announced it will open its asset brokerage and transportation management firms, first high-tech consolidation center in Colton, California.3 driven largely by PE buyers. Gryphon Investors acquired With the help of new technologies, Walmart expects stakes in Transportation Insight and the Nolan employees will build flexible and dense pallet Transportation Group from Ridgemont Equity Partners consolidations for transload shipment to its distribution (terms undisclosed). CI Capital Partners acquired center network, tripling freight throughput. Redwood Logistics (January, undisclosed), one of the top freight brokerage firms in North America,5 into its existing Independent retailer consolidators also play an important platform. The resulting company rebranded as Redwood, role in the market, and two such leading service providers and followed in early 2019 with the acquisition of Strive were acquired in 2018. In June, DSC Logistics, serving Logistics. Other PE firms completed initial brokerage vendors to Costco, Sam’s Club, Giant Eagle, and Walmart, platform investments, such as Huron Capital’s controlling was acquired by Korean-owned CJ Logistics for $240.0 investment in Direct Connect Logistix and York Capital million. Later in the year, CaseStack, with a heavy focus Management’s carve-out of Mode from Hub Group. Third-Party Logistics Services: Third-Party Logistics Revenue Revenue by Segment Actual Projected 5.8% $250 $221 billion Transporation $200 management 21.4% $150 Warehousing and related services $100 $119 billion Other services of Dollars Billions $50 72.8% $0 2009 2011 2013 2015 2017 2019 2021 2023 Source: IBISWorld 2 Logistics Services Providers | Q1 2019 T&L MACROECONOMIC INDICATORS AVERAGE DIESEL $5 RETAIL PRICE $4 $3 The average price for a gallon of $2 diesel increased Dollars per Gallon from $2.65 in 2017 $1 to $3.17 in 2018 $0 Source: US Energy Information Administration CASS FREIGHT INDEX, 15% SHIPMENTS 10% Freight volumes 5% increased significantly year-over-year, with 0% the largest percentage of 13.9% in May -5% YoY % Change Change YoY % by Month -10% 2014 2015 2016 2017 2018 Source: Cass TRUCK 120 TONNAGE INDEX 115 (Seasonally Adjusted) 110 105 The index hit an all-time high of 100 (2000=100) 117.6 in November 95 only to retreat to 112.5 in December Tonnage Carried Month per 90 Source: American Trucking Associations 3 Logistics Services Providers | Q1 2019 NOTABLE TRANSACTIONS Several notable transactions were announced or completed in the industry in 2018 and in Q1 2019. Select transactions are outlined below, followed by a more comprehensive list on the following pages. Hub Group, Inc. acquires CaseStack (November 2018, $255 Million) Freight transportation management company Hub Group (Nasdaq:HUBG) has acquired CaseStack for $255 million in cash at 11.6x EBITDA. CaseStack is a non-asset-based logistics provider based in Santa Monica, California. With more than 250 employees, the company generated approximately $242 million in revenue and $22 million in EBITDA for the 12 months ending September 30, 2018, according to the press release.7 On the investor call announcing the deal, Hub Group identified CaseStack as the market leader in Acquires consolidation services for consumer packaged goods (CPG) companies, with 80% of its revenue derived from these services and 20% from other brokerage. Hub executives expect to leverage CaseStack’s service offering for cross-selling opportunities within Hub’s CPG vertical, which accounts for 70% of Hub’s revenue. Additionally, according to Hub executives, the acquisition aligned with all five of its previously articulated investment criteria: diverse offerings,goodculturalfit,strong management team, not a fixer-upper, and immediately accretive. “We believe Hub is the perfect fit for us,” said CaseStack CEO and Founder DanSankerinthe Company press release. “Our core values, including collaboration, determination and excellence, are aligned. The CaseStack team will continue to provide retailer consolidation programs to consumer packaged goods customers and technology enabled brokerage services. We are thrilled that Hub will sponsor our growth by introducing new customers and enhancing our services with assets, drivers and technology. There couldn’t be a better team to help our customers with their challenges. This combination will provide terrific opportunities for our customers, service providers and team members.” Transplace acquires Yusen Logistics (Americas) Inc.’s Intermodal Operations (October 2018, Undisclosed) Transplace, a transportation management and logistics technology services provider owned by TPG Capital, has acquired Yusen Logistics' intermodal marketing company/over-the-road freight brokerage group. Terms of the deal were not disclosed. Founded in 1968, Yusen Logistics (America) is based in Secaucus, New Jersey with a warehouse in Acquires Laredo, Texas. The company is a subsidiary of Nippon Yusen Kaisha (TSE:9101) and provides freight Operations of forwarding, transportation, warehousing, and other supply chain services. The acquisition will expand Transplace’s presence in North America with newly acquired