Presentation of the acquisition of Jacobson · 2019-09-18 · Presentation of the acquisition of...
Transcript of Presentation of the acquisition of Jacobson · 2019-09-18 · Presentation of the acquisition of...
Presentation of the acquisition of Jacobson
July 31st, 2014
Disclaimer
This document has been prepared by Norbert Dentressangle for the sole purpose of presenting the agreement signed on 30th July 2014 to acquire the transport and logistics company Jacobson. This document may not be copied or distributed, in whole or in part, without prior agreement from the company. Norbert Dentressangle assumes no responsibility for the use of this document by any person outside the company.
This document contains no earnings forecast data.
The company makes no commitment and provides no guarantee concerning the realization of any targets or aims that may be expressed within its business plans.
While the company believes its targets are reasonable, readers are reminded that said targets are subject to risks and uncertainties, notably as described in the "Risk factors" section of the annual "Document de Référence" registration document.
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TRANSACTION OVERVIEW
Transaction Overview
• Founded in 1968, Jacobson is the fith largest contract logistics provider in the US, with a highly complementary asset-light transportation offering
• Deep expertise in CPG, durables and chemical verticals
• Extensive US network, spanning 142 locations with over 33 million square feet of warehouse space; 84% of locations are dedicated facilities
• Long-standing relationships with blue-chip and regional customers
• Customer retention rate of 95%
• Expected 2014 Net Revenue of ~$800mm and EBITDA exceeding $80mm, with low capex
• Overall EBITDA margins of ~10%
• Led by proven US management team which will oversee Norbert Dentressangle’s US operations going forward
• Immediately positions Norbert Dentressangle as one of the top 5 players in the fast-growing US 3PL market
4
5
Norbert Dentressangle has signed a definitive agreement to acquire Jacobson Companies, the #5 US contract logistics provider in the US
Transaction Overview (cont’d)
Purchase Consideration• $750 million initial consideration at close
• All funded with cash resources and Norbert Dentressangle’s credit lines• There is an additional capped earn-out based upon near term performance
• Purchase multiple is approximately 9x EBITDA
Financial Impact• Expected to be accretive to earnings per share beginning in year 1• Pro forma leverage ratio at Norbert Dentressangle will be in the range of 3.2x at end of 2014
Timeline• Subject to customary closing conditions• Expected to close in mid-September 2014
56
Strategic Rationale• Accelerates Norbert Dentressangle’s growth ambitions to become a top player in
global supply chain management– +15% in annual revenue growth reaching €5 Billion– The group is scalable in the US logistics & transport market with US$800 million in gross revenue
• Enhances Norbert Dentressangle’s growth and profitability– Revenue synergies leading to cross-selling opportunities to both sets of customers– Sharing best practices in contract logistics– EBITDA Margin enhancing in year 1 after acquisition
• Provides entry into the attractive US 3PL market– Immediately becomes one of the top 5 players in the US contract logistics market with nationwide coverage– US logistics market expected to grow faster than Europe due to higher GDP growth and less mature
outsourcing profile
• Provides geographical and risk diversification– Mitigates impact of any European-specific events– Provides alternative revenue stream
• The transaction is earnings accretive and maintains Norbert Dentressangle’s sound financial structure 6
JACOBSON IS A LEADING PLAYER IN THE BUOYANT US 3PL MARKET
Jacobson Business Overview
• #5 value-added warehousing 3PL provider in North America with integrated domestic transportation management capabilities
• Expected to generate ~$800mm in Gross Revenue and $80mm+ of EBITDA in 2014
• Operates through two segments:
• Contract Logistics Services: manages 142 facilities with 3 million m² of warehouse space
• Transportation Logistics Services: asset-light transportation network with 350+ tractors and 1,225 trailers
• Services 1800+ customers within the food & beverage, chemical, life sciences, CPG, retail, consumer electronics, durable good and automotive industries
• Founded in 1968 and headquartered in Des Moines, IA
8
6
Logistics
Transport
Revenue
Logistics
Transport
Adj. EBITDA by Segment (1)
(1) Excludes allocation of corporate overhead
Jacobson’s nationwide coverage
West: 12 sites Midwest: 58 sites
Southwest: 58 sites
Northeast: 32 sites
Southeast: 18 sites
• Well managed portfolio of predominantly dedicated, leased warehouses, most of which are linked to the customer contract duration
• Leasing of warehouses compliant with Norbert Dentressangle’sstrategy of low real estate assets
Midwest41%
Southwest14%
Southeast11%
West9%
Northeast25%
Regional Mix
9
• Dedicated DC• Shared User DC• Offices²
Dedicated DCShared User DCOffices
Dedicated 84%
Shared16%
Dedicated vs. Shared Facilites
Strong track record of growth and profitability
• Jacobson has proven its ability to generate strong growth under the current management• The company commands a leading margins profile in US contract logistics
10
749
797
720740760780800820
2012 2013
GROSS REVENUE ($m)
37,859,4
5,0%
7,5%
2011,5 2012 2012,5 2013 2013,5
0,0%
2,0%
4,0%
6,0%
8,0%
010203040506070
2012 2013
EBITA Margin
53,676
7,2%
9,5%2011,5 2012 2012,5 2013 2013,5
0,0%
2,0%
4,0%
6,0%
8,0%
10,0%
0
20
40
60
80
2012 2013
EBITDA MarginADJUSTED
Strong and well balanced portfolio of customers
11
Primary Verticals and Representative Clients
Revenue Concentration by Vertical
Revenue Concentration by Customer
Food & BeverageDurable Goods
Consumer PackagedGoods
Chemicals
Agricultural Products
Agriculture and others16%
Food and Beverages
35%
Durables19%
CPG12%
Chemicals18%
Top 1041%
11-2016%
21-3011%
Others32%
Jacobson’s Positioning among primary 3PL competitors
12
#4 Largest US Value-added Warehousing Provider with
National Footprint
Strong Market Share in Food and Beverage and CPG
Differentiated Platform in Chemicals
Dedicated Facilities with Long-Term Anchor Tenants
Offers Complementary TMS and Dedicated Trucking
Services(1)
(1) Gross revenue due to lack of disclosure. Source: Armstrong and Associates; Company reports; Company websites; Transport Topics 2013
F&B CPG Chemical Ind / Agri F&B / CPG Chemical
Warehousing / Distribution Packaging / KittingPerceived End Market Capabilities by Service Offering
WarehouseCompany Space (mm ft2)
99.0
35.0
34.0
33.0
30.0
26.0
25.0
22.0
16.0
15.1
3.1
Est. NetRevenue
$2,500
1,009
513
611
420
877
1,247
925
313
1,038
1,100
0.1
(4.4)
2.0
1.6
(0.3)
0.1
1.5 1.7 1.8 1.8 1.7 1.6
(0.3)
(2.8)
2.5
1.8
2.8
1.9 2.4
3.0 3.4 3.2
2.8 2.7
(5.0)
(4.0)
(3.0)
(2.0)
(1.0)
0.0
1.0
2.0
3.0
4.0
2008A 2009A 2010A 2011A 2012A 2013A 2014E 2015E 2016E 2017E 2018E 2019E
% C
hang
e in
GD
P
Western Europe US
US economy has recovered, expansion is projected to outpace EuropeAnnual GDP Growth: 2008A – 2019E
US GDP is expected to grow at nearly double the rate of Europe from 2014E to 2019E (~3.0% vs. ~1.5%)— Primary US drivers include private consumption, robust job creation and increasing home prices
Inflation across both regions is projected to be comparable at ~1.7%
W. Europe 3.2 0.5 1.8 2.7 2.2 1.4 1.0 1.5 1.8 1.9 1.9 1.9
US 3.8 (0.3) 1.6 3.1 2.1 1.5 1.8 1.6 1.5 1.9 2.2 2.0
CPI % Change
(Inflation)
Source: Global Insight
13
Captive $9372%
Outsourced$36
(28%)
Captive$1,33590%
Outsourced$142(10%) Warehousing &
Distribution$37
(26%)
Dedicated Contract Carriage
$12(8%)
Int'l TMS$49
(33%)
Domestic TMS$49
(33%)
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Low Level of Outsourcing2012A: Total USLogistics Spend
Total:$1,476bn
2013E US 3PL Market Segmentation
Total:$147b
n
Historical Growth of US 3PL Market
Track Record of Long-Term Growth – 7% CAGR
Room for growth in Warehousing and Distribution
20 21 22 23 27 29 28 31 34 36 37 9 9 10 11 11 11 9 11 11 12 12 24 32 38 42 44 46 35
46 46 47 49 21
25 30
34 34 37
32
37 41 47 49
74 86
101 111 116
124
104
125 133
142 147
$0
$50
$100
$150
2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013E
Warehousing & Distribution Dedicated Contract Carriage Int'l TMS Domestic TMS
CAGR %(’03A-13E)GDP: 3.9%Total 7.1%
8.8%
7.4%
2.9%
6.3%
Source: Armstrong & Associates
US 3PL market: large and growing
Total:$129bn
2012A: Total US Warehousing Spend
For comparison: c. 47% in the UK, 33% in GER and 27% in FR
Track record of growth and resilience
15
21 25
30 34 34
37 32
37 41
47 49 9 9
10
11 11 11
9
11
11
12 12
30 34
40
46 45 49
41
48
53
59 61
$0
$10
$20
$30
$40
$50
$60
$70
2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013E
Domestic TMS Dedicated Contract Carriage
US Warehousing & Distribution Market1 US Domestic TMS & Dedicated Contract Carriage Markets
20 21 22
23
27
22 21 24
26 27 28
1.5 1.5
1.6
1.7 1.8 1.8
2.3 2.1
2.3
2.7 2.9 3.0
1.2 1.1
1.3
1.4 1.4
1.4
2.0 2.0
2.2
2.4 2.5
2.6
29 28
31
34 36
37
$0
$10
$20
$30
$40
2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013E
Other CPG Agriculture / Industrials Chemical Food / Bev Total Market
CAGR %(’03A-13E)
8.8%
2.9%
CAGR %(’08A-13E)
5.4%
3.1%
5.5%
3.7%
3.5%
3,5% drop in 2009 16,3% drop in 2009
Source: Armstrong & Associates
US 3PL market – primary trends 28% outsourcing in US (vs. approx. 50% in Europe) for warehousing and distribution Future outsourcing driven by: (i) increasing supply chain complexity; (ii) globalizing supply chain; (iii) refocus
on core competencies; (iv) cost savings, inventory efficiencies and service level improvements
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Continued Outsourcing
Customers are reducing the number of 3PLs they use Migration toward “one-stop-shop” providers with integrated service offerings Continued demand for specialized, value-added 3PL service providers
Increase in E-commerce volumes and complexity of fulfillment methods Opportunities for shippers with appropriate technology and flexible supply chain capabilities
US / global economic recovery Shale gas boom, lowering fuel and chemical feedstock costs Re-shoring/near shoring Infrastructure investments (ports, rails, highways, etc)
US market remains highly fragmented – top 20 players make up ~40% of the overall market (1)
Opportunity for consolidation Trend from “regional champion” to national player
Consolidation of Services
Favorable Trends In E-commerce
Strong Macroeconomic
Outlook
Highly Fragmented Market
(1) Macquarie estimate based on Transport Topics and Armstrong & Associates. Source: Armstrong & Associates; Capgemini; Transport Topics; CIM; Interest research
Potential Headwinds Market expansion may be impacted by slower than expected GDP growth Customer in-sourcing of logistics functions (i.e. Amazon) Rising transportation costs, driven by increasing fuel prices, labor scarcity and new government regulation
NORBERT DENTRESSANGLETODAY & EQUITY STORY
Norbert Dentressangle, a major supply chain management player in 2014…
8,000vehicles
37,700employees
€ 4 billionannual
turnover
5 continents
520sites
7,800,000 m2
warehousing
UK30%
Spain10%
Italy5%
NL3,5%
* including 3% outside EuropeOthers *
11,5%
France 40%
Contract logistics€1,943m revenue (48%)
Transportation€1,947m revenue (48%)
Air & Sea€145m revenue (4%)
25countries
2013Turnover: €4 billion37,700 employeesEstablishing presence in Russia
1998A second area of expertise is integrated: Logistics.
35 years of geographic and business transformation
Breakdown of turnover by business lineTRANSPORTATIONCONTRACT LOGISTICS AIR & SEA
Breakdown of turnover by geographic areaFRANCEOUTSIDE FRANCE
• 1979International transport between continental Europe and UK.
1994Norbert Dentressangle is listed on stock exchange.
2007Norbert Dentressangle doubles in size through the acquisition of the British company Christian Salvesen
2010Launch of a third area of expertise: Air & Sea
48%
4%
48 %
60 %
40 %
TDG (UK)Turnover : £700m
Transport, Logistics Air Air & Sea
Fiege Italy & SpainTurnover : 130m€
LogisticsDaher France/RussiaTurnover : 80m€
Air & Sea
35 years of growth
1979: Opening of the first company to support international Transport between Europe and the UK
1994: A family group listed on the Paris stock exchange
Organic growth
9,0% 8,6% 10,4% 7,0% 4,8% 5,7% 5,8% 5,3% 5,5% 8,1% 4,3% 3,4% 5,6% 0,0% 2,4%647 744 838 972 1 0531 222 1 303 1 399
1 6081 804
3 1072 719 2 839
3 5763 880 4 032
0%
3%
5%
8%
10%
13%
15%
18%
20%
0
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Organic growth
28 acquisitionsTransport & LogisticsMainly in France
TurnoverIn €M
Christian Salvesen(UK)
Turnover : €1.3bnTransport & Logistics
APC (China)Turnover : €50m
Air & Sea
Schneider Log. (USA)Turnover :$30m
Air & Sea
2013
20
• Highly sustainable profitability ratios
• EBITA %age comprised in a 3% to 5% range since 15 years
• EBITA %age maintained to 3% in 2009 despite the strong economic downturn
A responsible and long term vision of our development
EBITAIn €M % of turnover
35 years of profitability
5,4% 4,1% 3,9% 5,2% 4,6% 4,1% 4,9% 3,7% 5,2% 4,4% 3,2% 3,0% 3,7% 3,6% 3,7% 3,5%
35 31 3351 49 51
6451
83 8098
80106
130142 142
0%
2%
4%
6%
8%
0
50
100
150
200
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013EBITA %age EBITA
21
A strong and diversified customer base
• Very well balanced client portfolio
• Top customer represents less than 4% of turnover and Top 10 less than 20% of turnover
• Very low exposure to specific customer or sector or end-market risks
• Key customers are both leading and innovative players in their own markets
Supplier to US Blue Chip companies
Retail; 30%
Food; 14%
Chemical; 10%Automotive; 9%Textile; 5%Special Retail; 5%
Household; 4%Construction; 4%
FMCG; 4%
Metal; 4%eCommerce; 3%
Hi‐Tech; 2%Industry; 2%
Other; 4%
Top 100 customers portfolio
A robust governance structure
• The benefits from a family owned company and a managerial organisation
• A supervisory board:
• 10 Directors of which 6 are independent Directors
• An audit committee
• A European Executive Board
EXECUTIVE BOARD
30% public
68% Dentressangle Initiatives+ Family
DISTRIBUTION OF CAPITAL
23
SUPERVISORY BOARD
Norbert DentressangleFounder& Non-executive chairman
Hervé MontjotinGroup CEO
MalcomWilsonLogistics Division
Luis AngelGomez,Transport Division
PatrickBataillard,CFO
24
Employee engagement: developing the Norbert Dentressangle way
• A decentralised and flat organisation to maintain our entrepreneurial spirit and business agility
• A specific commitment towards people: “you grow, we grow”– Priority to internal promotion: 60% of managers are
promoted internally
• Expertise in integrating businesses and staff– Local HR expertise– Accumulated experience through acquisitions
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AN OPERATION FULLY ALIGNED WITH NORBERT DENTRESSANGLE’S GROWTH AMBITION
To become a top-tier player in global supply chain management
Expandinggeographic presence
Increasingscale
Wideningservice offering
• Entry in a fast growing market with significant potential
• New territories for Logistics and Transport
• Assist our US and non-US customers locally and globally• 20% of our current top 50
clients are US companies
• +15% revenue growth for the group
• Leading 3PL player• US #5 in terms of sqm
• US$ 800m of gross revenues
• Cross-selling potential
• Norbert Dentressangle in the US – fully integrated logistics player: logistics, transport and Air & Sea
• Focused on added-value services (co-packing, co-manufacturing, reverse etc)
• Strengthened existing verticals globally
26
Acceleration of growth
647 744 838 972 1 053 1 222 1 303 1 399
1 608 1 804
3 107 2 719 2 839
3 576 3 880 4 032
4 637
‐
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
4 500
5 000
Turnover, in €
Turnover
28 acquisitions Transport & Logistics
Fiege (Italy & Spain)Turnover : €130m
LogisticsDAHER (France, Russia)
Turnover : €80mAir & Sea
TDG (UK)Turnover : £700mTransport, Logistics
Air & SeaChristian Salvesen
(UK)Turnover : €1.3 bnTransport & logistics
APC (Chine)Turnover : €50m
Air & Sea
Schneider Log (USA)Turnover : $30m
Air & Sea
Jacobson (USA)Turnover : $800m
Logistics & Transport
1979: Opening of the first company to support international Transport between Europe and the UK
1994: A family group listed on the Paris stock exchange 27
2013 PFRevenue: €5 billionOperations in 25 countries43,200 employees worldwide
1998A second area of expertise is integrated: Logistics.
Enhancing geographic and business transformation
Breakdown of turnover by business lineTRANSPORT LOGISTICS AIR&SEA
Breakdown of turnover by geographic areaFRANCEOUTSIDE FRANCE
2007Norbert Dentressangle doubles in size through the acquisition of the British company Christian Salvesen
2010Launch of a third area of expertise: Air & Sea
45%4%
51 %
65 %
35 %
France35%
UK26%
Spain9%
US14%
Others16%
USABecomes the 3rd
largest country for Norbert Dentressangle
Split in turnover per country
142 142
45
3,50%
4,00%
3,40%
3,50%
3,60%
3,70%
3,80%
3,90%
4,00%
4,10%
0
40
80
120
160
200
ND 2013 ND + JACOBSONPROFORMA 2013
EBITA (€m)
EBITA Margin
252 252
57
6,20%
6,70%
6,10%
6,20%
6,30%
6,40%
6,50%
6,60%
6,70%
6,80%
0
50
100
150
200
250
300
350
ND 2013 ND + JACOBSONPROFORMA 2013
EBITDA (€m)
4032 4032
605
3600
3800
4000
4200
4400
4600
4800
ND 2013 ND + JACOBSONPROFORMA 2013
Revenue (€m)
Norbert Dentressangle and Jacobson combined financials
Note: €/$ 2013 : 1,3281 and €/$ 2014 : 1,3529
4 637
+ 15%
+ 23% + 32%
309 187
Norbert Dentressangle including Jacobson*
9,650vehicles
43,200employees
€ 5 billionAnnual turnover
5 continents
662sites
10,800,000 m2
warehousing
Contract logistics51%
Transportation45%
Air & Sea(4%)
* Pro-forma figures including Jacobson30
25countries
GROUP’S SOUND FINANCIAL STRUCTURE MAINTAINED
Estimated31/12/14 31/12/13 31/12/12
Bank covenants ratios at
31/12/14
Leverage(Net Debt/ EBITDA) ~ 3.2 x 1.8 x 2.0 x < 3.5 x
Leverage ratio after the transaction
32
33
Strong track record of managing leverageAcquisition
Christian Salvesen
AcquisitionNova NatieJohn Keells
AcquisitionTDG
APC Beijing
AcquisitionUTL
Seroul
AcquisitionTNT LogisticsVenditelli
AcquisitionFiege Italy/Spain
Daher
AcquisitionStockalliance
76 80 69 31 74 43 165 159 121 533 553 445 382 624 489 456 1030
1,6x 1,6x
1,3x
0,4x
1x
0,5x
1,3x 1,4x
0,8x
3,5x
2,8x
2,3x
1,8x
2,5x
2x1,8x
3,2x
0
0,5
1
1,5
2
2,5
3
3,5
4
0
200
400
600
800
1000
1200
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
Net Financial Debt Leverage ratio
CONCLUSION AND TIMETABLE
35
Conclusion
• The acquisition accelerates Norbert Dentressangle’s growth ambitions to become a top player in global supply chain management
• Jacobson is a highly successful and profitable company with a strong position in the US market
• Norbert Dentressangle breaks into the buoyant US 3PL market, a new growth driver for the group
• The transaction is EPS accretive within year 1 after acquisition and group maintains sound financial structure
36
Timetable
• Signing 30th July 2014
• Regulatory approval 4-5 weeks
• Closing Mid-September 2014
36
Presentation of the acquisition of Jacobson
July 31st, 2014