SPECIALTY DISTRIBUTION INDUSTRY UPDATE │ MARCH 2016 www.harriswilliams.com Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. SPECIALTY DISTRIBUTION INDUSTRY UPDATE │ MARCH 2016 WHAT WE’RE READING INDUSTRIAL DISTRIBUTORS REACH A FORK IN THE E-COMMERCE ROAD Industrial distributors are facing a significant challenge from their B2B customers: Provide a rich online experience that’s similar to a consumer’s online retail experience, or risk losing them to a manufacturer or competing distributor. E-commerce has permeated every facet of the industry, fostering faster response times and tighter margins while increasing expectations for customer service and value. Customers are branching out. They’re trying new things. Talking with new vendors. Looking for new opportunities to improve their business. This growing reliance on ecommerce comes at a critical time. Purchasers see little difference between buying from a distributor or direct from a manufacturer – differentiation and demonstrated value are critical. CONTENTS WHAT WE’RE READING M&A AND PUBLIC MARKET TRENDS NOTABLE M&A ACTIVITY PUBLIC COMPARABLES & TRADING VALUATIONS ECONOMIC UPDATE GROUP OVERVIEW Across the Atlantic, industrial output in the 19-country Eurozone grew by 2.1 percent in January, its fastest growth since 2.3 percent in September 2009. The European Union's statistical agency, Eurostat, forecasted growth of 1.6 percent. The gain followed two straight months of decline, including a 0.5 percent drop in December. Harris Williams & Co. is a leading advisor to the specialty distribution market. Our significant experience covers a broad range of end markets, industries, and business models. This particular report focuses on trends and metrics in the following areas: Specialty Catalog and Direct Marketing Branch-Based Distributors Route-Based Distributors Automotive and Heavy Duty Aftermarket Building & Construction Products Consumer & Food Service Industrial, MRO, and Safety Healthcare Technology Electrical and Communications Alcohol, Tobacco, and Firearms Read more from this article here. CONTACTS ARROW ELECTRONICS ACQUIRES DISTRIBUTION CENTRAL Bob Baltimore Managing Director [email protected] +1 (804) 915-0129 The move is an example of Arrow targeting Australia in order to gain a presence to compete with rivals Ingram Micro and Synnex. Sean Kerins, President of Global Enterprise Computing Solutions for Arrow said, "This acquisition supports our strategy to expand Arrow’s portfolio and build strategic capabilities to help meet the evolving needs of our customers.“ Derek Lewis Managing Director [email protected] +1 (804) 915-0118 The industrial distribution industry’s landscape is radically changing. Old paths to success have been replaced by new routes to growth and prosperity. Fully embracing ecommerce will light your way to providing indispensable value and ultimately spark longterm customer relationships. Read more from this article here. FEBRUARY U.S. AND EUROPEAN FACTORY PRODUCTION RISES AGAIN U.S. industrial output grew for a second-straight month in February, as the Federal Reserve on Wednesday said that factory production rose 0.2 percent, following a 0.5 percent gain in January. The two-month streak of gains comes after declines in four of the previous five months, hinting that manufacturing is leveling off after a wearisome 2015. It was the first back-toback monthly gain since March-April 2015. The Colorado-based company is rumoured to have had its eye on Distribution Central for over a year, but bosses Scott Frew and Nick Verykios have remained coy on any interest, refusing to confirm or deny despite ongoing industry speculation. But Distribution Central’s recent success with emerging brands looks to have brought the two parties closer to an agreement. Locally, Arrow has around 40 staff in Australia and revenue of approximately $4.2 million per employee, while Distribution Central operates 130 staff at around $2.4 million per employee. Josh Garner Vice President [email protected] +1 (804) 915-0167 Graham Gillam Associate [email protected] +1 (804) 887-6074 Read more from this article here. www.harriswilliams.com PAGE | 1 SPECIALTY DISTRIBUTION INDUSTRY UPDATE │ MARCH 2016 PUBLIC COMPARABLES & TRADING VALUATIONS Key Trading Stats As of March 15, 2016 ($ in millions, except per share amounts) SPECIALTY DISTRIBUTION PUBLIC COMPARABLES LTM Margins EBITDA Gross TEV Current Price $28,493 27,516 14,753 10,925 1,749 873 $792.52 270.01 95.57 30.81 52.49 41.17 Stock Performance 1-Month 1-Year Change Change % of LTM High TEV/EBITDA LTM 2016E Revenue Growth 3-Yr. CAGR Automotive & Heavy Duty Aftermarket AutoZone, I nc. O'Reilly Automotiv e I nc. Genuine Parts Company LKQ Corp. Dorman Products, I nc. Uni-Select I nc. Median Mean 21.9% 21.9% 8.3% 11.9% 20.2% 6.6% 52.5% 52.3% 29.8% 39.4% 38.4% 29.7% 16.0% 15.1% 38.9% 40.3% 9.1% 7.2% 8.6% 6.8% 4.9% 4.3% 30.6% 28.0% 24.5% 23.9% 25.3% 13.2% 7.0% 6.8% 24.9% 24.2% 4.9% 3.6% 1.4% 2.9% 17.7% 15.1% 7.2% 14.6% 3.3% 3.2% 14.8% 13.7% 15.2% 23.6% 15.5% 8.2% 6.5% 42.4% 50.4% 45.2% 28.1% 28.2% 15.2% 13.8% 42.4% 38.9% 2.3% 2.6% 8.7% 9.1% 2.8% 6.0% 5.4% 28.3% 26.2% 12.4% 2.8% 5.1% 12.4% 15.7% 8.6% 6.7% 8.8% 23.1% 26.2% (1.3%) 19.1% 25.6% (0.4%) 24.7% 13.8% 21.3% 98.6% 97.1% 98.9% 95.5% 97.7% 76.7% 12.5x 15.8x 11.7x 12.9x 10.8x 9.4x 12.0x 14.3x 11.1x 11.5x 10.0x 9.1x 6.1% 8.8% 5.5% 20.4% 12.1% (9.0%) 8.7% 12.0% 20.2% 17.3% 97.4% 94.1% 12.1x 12.2x 11.3x 11.3x 7.5% 7.3% 11.9% 10.6% 3.5% 18.9% 46.2% (10.0%) 6.0% (12.0%) 6.3% 35.9% 63.2% (53.1%) 86.6% 87.4% 96.6% 88.6% 58.2% 43.7% 12.5x 11.0x 12.1x 17.2x 16.8x 5.3x 8.9x 10.1x 11.3x 10.7x 7.2x 5.8x 2.5% 0.8% 6.2% 11.9% 49.3% 9.3% 11.2% 13.5% 6.2% 7.7% 87.0% 76.8% 12.3x 12.5x 9.5x 9.0x 7.8% 13.3% 6.5% 14.4% 9.1% 43.2% 18.9% (47.3%) 27.0% 2.9% 99.7% 50.6% 88.0% 85.0% 12.5x 8.0x 15.4x 6.9x 12.0x 8.6x 12.8x 6.6x 4.0% 14.1% 8.7% 42.8% 11.7% 18.3% 10.9% 0.4% 86.5% 80.8% 10.3x 10.7x 10.3x 10.0x 11.4% 17.4% 4.5% 10.2% 7.9% 4.5% 26.3% (5.7%) 14.7% (1.6%) (5.6%) (61.4%) 87.3% 99.8% 96.6% 89.9% 35.1% 10.2x 15.2x 10.6x 9.0x 7.3x 10.4x 14.8x 10.8x 9.5x 10.0x 3.7% 7.3% 6.4% 2.5% 4.4% 7.9% 10.7% (5.6%) (12.0%) 89.9% 81.7% 10.2x 10.5x 10.4x 11.1x 4.4% 4.8% 3.3% 2.9% 5.3% 5.6% 4.7% (32.0%) (9.9%) 20.3% (9.3%) 18.4% 64.0% 88.2% 98.3% 84.5% 98.6% 9.9x 10.4x 15.9x 11.1x 10.7x 8.4x 9.4x 14.8x 11.8x 10.3x 15.3% 2.4% 5.9% 14.6% 3.3% 4.7% 4.4% (9.3%) (2.5%) 88.2% 86.8% 10.7x 11.6x 10.3x 10.9x 5.9% 8.3% Building & Construction Products CRH plc Wolseley plc Watsco I nc. Beacon Roofing Supply, I nc. Builders FirstSource, I nc. Boise Cascade Company Median Mean $30,465 14,902 4,271 3,398 2,952 834 $27.21 54.20 128.51 38.99 9.71 17.39 Consumer & Food Service Sysco Corporation United Natural Foods, I nc. Core-Mark Holding Company, I nc. SpartanNash Company Median Mean $29,807 2,436 1,946 1,546 $46.04 39.57 80.77 28.80 Industrial, MRO & Safety W.W. Grainger, I nc. Fastenal Company MSC I ndustrial Direct Co. I nc. Applied I ndustrial Technologies, I nc. DXP Enterprises, I nc. Median Mean $15,406 13,918 4,757 1,920 598 $220.64 47.42 72.20 40.97 17.20 Healthcare McKesson Corporation Cardinal Health, I nc. Henry Schein, I nc. Patterson Companies, I nc. Owens & Minor I nc. Median Mean $42,434 30,047 15,000 5,473 2,908 $156.00 81.10 167.41 44.87 39.83 PAGE | 2 SPECIALTY DISTRIBUTION INDUSTRY UPDATE │ MARCH 2016 PUBLIC COMPARABLES & TRADING VALUATIONS Key Trading Stats As of March 15, 2016 ($ in millions, except per share amounts) SPECIALTY DISTRIBUTION PUBLIC COMPARABLES LTM Margins EBITDA Gross TEV Current Price Stock Performance 1-Month 1-Year Change Change % of LTM High TEV/EBITDA LTM 2016E Revenue Growth 3-Yr. CAGR Technology Arrow Electronics, I nc. Av net, I nc. I ngram Micro I nc. SYNNEX Corp. Tech Data Corp. ScanSource, I nc. Median Mean 4.5% 3.8% 1.8% 3.5% 1.4% 3.6% 13.0% 11.4% 6.3% 8.9% 4.9% 10.3% 3.5% 3.1% 9.6% 9.2% $7,814 6,963 5,550 4,326 2,551 1,093 $61.69 43.20 36.11 99.03 77.42 38.81 14.8% 10.8% 29.9% 16.0% 21.0% 6.9% 1.6% (4.0%) 51.8% 29.5% 36.8% 1.1% 94.9% 91.4% 98.5% 99.5% 97.9% 92.5% 7.4x 6.7x 7.2x 9.2x 7.1x 8.8x 7.1x 6.6x 6.2x 8.4x NA 8.3x 4.5% 2.8% 4.4% 9.0% 1.3% 5.8% 15.4% 16.6% 15.5% 19.5% 96.4% 95.8% 7.3x 7.7x 7.1x 7.3x 4.4% 4.6% 40.4% 26.6% 22.2% 28.2% (29.5%) (24.4%) (37.2%) (26.7%) 66.7% 70.2% 61.5% 65.0% 8.7x 8.4x 8.8x 12.7x 9.0x 9.0x 8.2x 16.4x (6.1%) 4.5% (0.3%) (7.8%) 27.4% 29.4% (28.1%) (29.4%) 65.9% 65.9% 8.8x 9.7x 9.0x 10.6x -3.2% -2.4% Electrical & Communications Rexel SA WESCO I nternational I nc. Anixter I nternational I nc. Houston Wire & Cable Company Median Mean 4.9% 5.7% 5.7% 4.0% 24.0% 19.9% 21.7% 21.4% 5.3% 5.1% 21.5% 21.7% $6,483 3,584 3,087 157 $13.44 52.41 48.38 6.86 Stock Prices As of March 15, 2016 TRAILING TWELVE MONTHS STOCK PRICE PERFORMANCE 20.0% 10.0% 0.0% -10.0% Automotive & Heavy Duty Aftermarket Technology Consumer & Food Service Industrial, MRO, & Safety -20.0% Building and Construction -30.0% S&P 500 -40.0% Healthcare -50.0% Electrical & Communications PAGE | 3 SPECIALTY DISTRIBUTION INDUSTRY UPDATE │ MARCH 2016 M&A AND PUBLIC MARKET TRENDS Distribution Trends LTM EBITDA as of March 15, 2016 TEV / EBITDA MULTIPLES FOR PUBLIC COMPARABLES TEV / EBITDA 20x 15x 14x 12x 12x 10x 10x 11x 13x 7x 12x 11x 10x 9x 13x 10x 9x 8x 7x 12x 11x 10x 7x 7x 12x 11x 10x 12x 10x 8x 7x 5x 0x Dec-15 Jan-16 Feb-16 Automotive & Heavy Duty Aftermarket Building & Construction Products Consumer & Food Service Healthcare Technology Electrical & Communications NET DEBT / EBITDA Industrial, MRO & Safety EBITDA MARGINS 20% 4x 3x 2.1x 2x 1.2x 1.5x 1.1x 1.2x 1x 0.8x 0x EBITDA Margin 3.3x Net Debt / EBITDA Mar-16 15% 15.1% 13.8% 10% 6.8% 5% 5.1% 3.2% 5.1% 3.1% 0% M&A Trends RECENT M&A AND PRIVATE EQUITY TRENDS With PE-back exit value growing at a near 20% CAGR since 2010, the seller’s market extended in 2015, as PE investors sought to take advantage of the frothy multiples 2015 PE-BACKED EXITS Total exit value last year came in at a record $554 billion across 2,320 completed sales TIME TAKEN TO EXIT The median time to exit for PE-backed sales in 2015 came in lower for corporate acquisitions, IPOs, and secondary buyouts In 2015, the median was just 5.1 years and that compares to a reported value of 6.1 for all exits in 2014 The median time for exits had increased for 7 years prior to the 2015 decline PAGE | 4 SPECIALTY DISTRIBUTION INDUSTRY UPDATE │ MARCH 2016 M&A TRANSACTIONS Announced M&A Transactions Announced Target Description Acquirer Private Equity Involvement 3/15/2016 Meridian I maging Solutions, I nc. Distributor of office equipment and supplies Konica Minolta Business Solutions, U.S.A., I nc. 3/14/2016 U&I ENTERTAI NMENT, LLC Distributor of packaged softw are and digital game products Established Brands, I nc. 3/10/2016 Thompson Auto Supply I nc. Distributor of auto parts Auto-Wares, I nc. 3/9/2016 Applied Handling Equipment Company I ncorporated Distributor of ergonomic and material handling products Hy-Tek Material Handling, I nc. 3/8/2016 Sertec, LLC Distributor of protectiv e relays and other specialty electrical equipment Circuit Breaker Sales NE I nc. 3/7/2016 Perfect Products Company of Michigan, I nc. Distributor of fasteners, nuts, bolts, and other products Law son Products I nc. 3/7/2016 Serv ice Experts LLC Distributor of HVAC equipment EnerCare Solutions I nc. P (Seller) 3/7/2016 3i Supply Company Distributor of industrial and commercial insulation products Distribution I nternational, I nc. P (Buyer) 3/3/2016 Charles & Colv ard Direct, LLC, Certain Lulu Av enue Assets Distributor of jew els Yanbal USA, I nc. 3/3/2016 The Progressiv e Group Distributor of mobile and home electronic products Patrick I ndustries I nc. 3/1/2016 Liberty USA I nc Distributor of snacks, bev erages, and other food products Eby-Brow n Company, LLC 3/1/2016 Office Systems, I nc. Distributor of copiers, computers, and document imaging products SymQuest Group, I nc. 3/1/2016 Atlanta Electrical Distributors, LLC Distributor of electrical equipment WESCO Distribution, I nc. 3/1/2016 Atlanta Pow ertrain & Hydraulics I nc. Distributor of hydraulics, pumps, and motors FORCE America, I nc. 3/1/2016 Midw est Equipment Supply, LLC Distributor of v ending equipment American Vending Sales, I nc. 2/29/2016 Joe Johnson Equipment I nc. Distributor of infrastructure maintenance equipment Sirit, I nc. 2/28/2016 Haddon House Food Products, I nc. Distributor of grocery food products United Natural Foods, I nc. 2/26/2016 Borax Paper Products, I nc. Distributor of food packaging, paper, and janitorial products I mperial Bag & Paper Co., LLC 2/23/2016 Vision Dynamics, L.L.C. Distributor of low v ision and blindness aids New England Low Vision and Blindness 2/22/2016 Epperson & Company Distributor of material handling products Motion I ndustries, I nc. 2/22/2016 TNT Parts, I nc. Distributor of heav y duty aftermarket solutions Tidew ater Fleet Supply, LLC P (Buyer) 2/17/2016 Europa Sports Products, I nc. Distributor of sports supplements and drinks Lone Star Distribution, I nc. P (Buyer) 2/17/2016 I ngram Micro I nc. Distributor of I T products Tianjin Tianhai I nv estment Co., Ltd. 2/17/2016 Missouri Pow er Transmission, I nc. Distributor of pow er transmission equipment and supplies Motion I ndustries, I nc. 2/16/2016 Magnuson-Hagopian Enterprises, I nc. Distributor of automotiv e and industrial finishing solutions Finishmaster I nc. 2/12/2016 Mauk LLC Distributor of adv ertising, branding, and promotional products Augusta Marketing Products, I nc. P (Buyer) P (Buyer) PAGE | 5 SPECIALTY DISTRIBUTION INDUSTRY UPDATE │ MARCH 2016 ECONOMIC UPDATE A Snapshot of Key Economic Indicators As of March 15, 2016 PMI INDEX1 ISM NEW ORDERS INDEX2 62 75 70 56 65 60 50 55 50 44 45 40 38 35 30 32 25 1. A PMI Index figure greater than 50 indicates expansion. 2. An ISM Index figure greater than 50 indicates expansion. INDUSTRY PRODUCTION INDEX3 U.S. MANUFACTURING CAPACITY UTILIZATION 75 100% 70 65 90% 60 55 80% 50 45 70% 40 35 60% 30 25 50% 3. A Production Index figure greater than 50 indicates expansion. MANUFACTURING INVENTORIES & BACKLOG4,5 DURABLE GOODS NEW ORDERS6 65 $350 60 $300 ($ in billions) 55 50 45 $200 $150 40 35 Feb-11 $250 $100 Feb-12 Feb-13 Inventories Feb-14 Feb-15 Feb-16 Backlog of Orders 4. A Manufacturing Inventory Index figure greater than 50 indicates expansion. 5. A Backlog Index figure greater than 50 indicates expansion. 6. Durable Goods New Orders for January 2016. February release on April 25. PAGE | 6 SPECIALTY DISTRIBUTION INDUSTRY UPDATE │ MARCH 2016 OUR FIRM Harris Williams & Co. has a broad range of industry expertise, which creates powerful opportunities. Our clients benefit from our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website at www.harriswilliams.com/industries. Aerospace, Defense & Government Services Building Products & Materials Business Services Consumer Energy, Power & Infrastructure Healthcare & Life Sciences Industrials Specialty Distribution Technology, Media & Telecom Transportation & Logistics HARRIS WILLIAMS & CO. 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SOURCES Federal Reserve PNC Economic Outlook Industrial Distribution S&P Capital IQ The Electrical Distributor Magazine Thomson Financial – SDC Database The Wall Street Journal PitchBook Harvard Business Review United States Census Bureau Modern Distribution Management New York Times Dealbook DISCLOSURES Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services. Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS. The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). 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In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior written consent. Copyright© 2016 Harris Williams & Co., all rights reserved. www.harriswilliams.com PAGE | 8
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