Industry Week in Review – January 10, 2014

Boeing started the year on a high note as the Company announced it set a new record of deliveries in 2013 in addition to coming to an agreement with machinist union members surrounding assembly work for the new 777X.  Driven by high production rates on the 737, 777, and 787 lines of aircraft, which the OEM has been steadily ramping up over the past few years, Boeing delivered 648 commercial aircraft in 2013.  This is the second time Boeing has exceeded 600 deliveries, with the first time just last year in 2012 when the Company delivered 601 aircraft.  Deliveries of the 737 made up the majority with 440 units while the 777 contributed 98 deliveries.  As orders continue, specifically for the newest 777X, Boeing was able to come to an agreement with union members to keep assembly work in the state of Washington, following two months of speculation.  The agreement, which passed in the slimmest of margins, extends current contracts by eight years through 2024.  Among the agreements in the contract, workers will receive a 4% general wage increase as well as replacing pension-plan accruals in 2016 with defined-contribution savings retirement plans.  Boeing is now expected to start construction in November of the new 1.1 million square foot wing manufacturing site in the Puget Sound area.  The site requires $4 billion in new investment and will employ up to 3,000 workers while the current Everett site will house the 777X final assembly line.

In his new memoir scheduled to be published next week, former Secretary of Defense Robert Gates makes interesting comments on the Obama administration, specifically on defense-related issues including policy toward the war in Afghanistan.  Gates, who served as defense secretary from 2006 to 2011 under both George W. Bush and Barack Obama, is critical of Obama’s own skepticism but still considers him “a man of personal integrity”.  In a statement issued by a National Security Council spokeswoman, Obama stated he deeply appreciates Gates’ service and welcomes differences of view, which serve to broaden his options and enhance policies.

Big Movers

TASER International, Inc. (Up 19.2%) – Shares were up this week after the Company announced strong fourth quarter results with large orders from 13 customers for its conducted electrical weapons and 29 agencies deploying its next generation smart weapons.

FLIR Systems, Inc. (Up 11.3%) – Shares were up this week after the Company introduced its Lepton thermal-imaging camera core, one of the world’s smallest microbolometer-based thermal-imaging camera cores, which will be used in the new FLIR One, a smartphone case that turns phones into fully functional night vision cameras.

Relevant Transactions

Vance Street Capital LLC’s Secure Communication Systems, Inc. acquired Relativity Capital LLC’s Tactical Micro, Inc.(1), a provider of ruggedized electronics for military, homeland security, and transportation markets.  Terms of the deal were not disclosed.

(1)    KippsDeSanto & Co. acted as financial advisor to Tactical Micro, Inc.

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Industry Week in Review – January 3, 2014

2014 looks to be an important year for execution for three major aerospace OEMs and their newer model landmark aircraft.  Airbus is now facing a crucial twelve months as it enters the second half of the A350-900 flight-test program and moves towards addressing items required for certification.  Tests have been mostly successful with three more aircraft expected to join the flight-test program in the next six months.  With 814 firm orders for the A350, 549 of which are for the A350-900, there is little room for error as Airbus expects the aircraft to receive its type certificate late in the third quarter in time for the first delivery to Qatar Airways in early fourth quarter.  Boeing’s successful launch of its 777X at the Dubai Airshow now positions the company in an intense phase of program execution following a recent union vote to keep production facilities in the state of Washington.  In addition, following a turbulent year for its 787-9, Boeing will look to ramp up efforts to improve reliability and stabilize production lines to complete certification and deliver the first aircraft by mid-year.  Lastly, Bombardier is looking to lock down an entry-into-service date for its highly-anticipated CS100, which date appears like it might slip into 2015.    With only 182 firm CS100 orders as of December, Bombardier will spend much of 2014 establishing its aircraft in the marketplace against aggressive competition.

The Department of Homeland Security has decided to take another look at the EAGLE II functional category one unrestricted portion of the contract, which had 26 protests filed with the Government Accountability Office and Court of Federal Claims since being awarded in mid-September.  Several companies that filed protests mentioned the RFP explicitly stated that price was less important than technical capabilities.  However, based on the vehicle awards, many feel EAGLE II was exercised as Lowest Price Technically Acceptable.  The decision to take a “second look” will further lengthen the EAGLE II delays, giving incumbents more time to move work from EAGLE I to other contract vehicles.

Big Movers

Kratos Defense & Security Solutions, Inc. (Up 13.0%) – Shares were up this week after the Company’s Defense and Rocket Support Solutions Division received a contract option award  of $17 million to support certain foreign allied militaries’ deployed weapon systems.

Relevant Transactions

Engility Holdings, Inc. to acquire Dynamics Research Corporation, a provider of management consulting, science, engineering, technical, and IT services and solutions for various federal agencies and governments.  Engility will acquire all outstanding common shares for $11.50 each, representing a value of approximately $120 million.

Huntington Ingalls Industries, Inc. acquired The S.M. Stoller Corporation, a provider of environmental, nuclear, and technical consulting and engineering services to the Department of Energy, Department of Defense, and the private sector.  Terms of the deal were not disclosed.

Motorola Solutions, Inc. acquired Twisted Pair Solutions, Inc., a provider of push-to-talk-over-broadband applications for secure, real-time communication used in critical solutions by military, government, and commercial organizations.  Terms of the deal were not disclosed.

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2013 Aerospace / Defense M&A Activity Wrap-Up

M&A activity in the aerospace / defense industry in 2013 was decidedly mixed.  The headline is that 158 industry transactions were announced during the year, down from 2012’s 177 transaction announcements (see chart below).  Essentially all of this decline in transaction volume was attributable to activity involving companies primarily serving the defense sector, where the number of deals slid from 77 to 58.  Deal volume involving target companies operating primarily in the commercial aerospace sector, on the other hand, was flat (albeit at a very high level), with 100 announced transactions in both 2013 and 2012.  Clearly, the uncertain defense budget environment had a significant impact on deal activity in 2013.

Valuations are extremely difficult to generalize since there is a greater amount of buyer selectivity than there has been in previous years.  But general valuation trends mirror the trends in volume – multiples for transactions involving defense companies settled into a lower range, while multiples in the aerospace sector remain at cyclical highs.

From a size perspective, 2013 witnessed the continuation of a trend that has prevailed in the aerospace / defense industry for several years:  the predominance of middle-market sized deals.  Fully 97% of the transactions in the industry were for enterprise values of less than $500 million (see chart below).  Moreover, mega-deals of greater than $1 billion in enterprise value were few and far between, with only two such transactions (Rockwell Collins’ acquisition of ARINC for $1.4 billion and Textron’s acquisition of Beechcraft for $1.4 billion) announced in 2013.

What do we predict will happen for aerospace / defense M&A activity in 2014?  The commercial aerospace market continues to roar along, with healthy backlog and strong visibility for years’ worth of production.  Barring an economic slowdown, we would expect transaction volume to proceed at already robust levels, with perhaps a pause in valuations that seem to be cresting.  In the defense sector, one of the factors that created the biggest drags on activity in 2013 – the lack of certainty around the budget / funding environment – has been removed with the budget deal struck in December 2013.  We predict that this will loosen the constraints on deals in 2014, providing a confidence boost to buyers eager to do strategic deals.  That said, the defense market is still in the early stages of an anemic “growth” cycle, which will put a crimp on super-premium valuations.

M&A Deals by Announce Date and Size

Source: CapitalIQ and KippsDeSanto Research

 

 

 

January Cyber Intelligence Review

Ending a year that witnessed several high-profile cybersecurity breaches, December saw two of the year’s largest.  National retailer Target Corp. reported  a breach of it users’  credit and debit card data that affected approximately  40 million accounts, with the perpetrators gaining access to card numbers and encrypted PIN data.  Additionally, 4.6 million user names and associated mobile phone numbers were stolen and partially published online, in association with social communication company Snapchat.

December was a strong month for IT security M&A.  Identity-based security solution provider Entrust was acquired by Datacard Group for $500 million, at an EV / EBITDA multiple of ~4.17x. The combination of Datacard’s personalized card and secure identification solutions with Entrust’s digital identity capabilities is expected to create an integrated platform of physical and digital security solutions that will reduce complexity for customers’ identification ecosystem.  Additionally, Akamai Technologies acquired Prolexic Technologies, a provider of cloud-based distributed denial of service (“DDoS”) protection solutions, for $370 million, in order to expand its portfolio of network security solutions.

IT security companies also experienced a robust market for VC funding in December.  Fundings for the month reached $130 million, bringing total YTD funding to $1.2 billion.    Mobile device security developer Mocana raised $15 million in a Series E funding round that will be used to further develop security technologies aimed at protecting the growing number of sensor-embedded, network-enabled devices, commonly referred to as the “Internet of Things.”  AlienVault, a provider of open source tools for vulnerability assessment and security intelligence, raised $30 million in a Series D funding round  in an effort to scale  its  global sales and marketing  initiatives.  The Big Data market also made funding headlines with Palantir’s $107.5 million Series I round that implied a valuation of approximately $9 billion for the CIAbacked data analytics firm.

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Industry Week in Review – December 27, 2013

After the Senate voted to pass the 2014 National Defense Authorization Act (“NDAA”) last week, President Obama signed the legislation into law on Thursday.  The bill now assures $552.1 billion in base military spending with an additional $80.7 billion for overseas contingency operations, namely the war in Afghanistan.  Among the new legislation, President Obama praised the NDAA for allowing accelerated repatriation of detainees from the U.S. naval facility at Guantanamo Bay in Cuba as it allows greater flexibility to transfer detainees abroad and he will continue to work with Congress to take additional steps needed to close the facility.  Following months of budget uncertainty and sequestration stipulations, the newly-signed law and broader budget agreement allow for a 1 percent raise for military personnel and create top-line spending limits for 2014 and 2015, which will erase an estimated $63 billion in arbitrary spending cuts that were to take effect on January 1st.  Most importantly, the legislation critically reduces the threat of a future government shutdown on or around January 15th, when members from both chambers will be crafting spending bills under the new spending limits.

Big Movers

Meggitt plc (Up 4.0%) – Shares were up this week after the Company’s Training Systems division won a contract from the Australian Defence Force to provide hardware and software upgrades to training simulation facilities in a deal worth an estimated $18 million USD.

Relevant Transactions

Textron Inc. to acquire Beechcraft Corporation, a provider of turboprops, pistons, and light attack military aircraft for militaries, governments, and individuals in the United States and internationally.  Textron will pay approximately $1.4 billion to acquire Beechcraft.

L-3 Communications Holdings Inc. acquired Mustang Technology Group, L.P., a provider of radar-based sensors and systems used in precision-guided weapons, electronic warfare, unmanned systems, and other military applications.  Terms of the deal were not disclosed.

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Industry Week in Review – December 20, 2013

The Senate voted to pass the 2014 National Defense Authorization Act (“NDAA”) and send defense legislation to the Office of the President for the 53rd consecutive year.  In a vote that ended minutes before midnight Thursday, the chamber voted 84 to 15 in favor of the NDAA, which clears the Pentagon to spend $607 billion in 2014, including $527 billion in base funding and $80 billion for global operations and war supplementals.  The legislation, which passed the House in a 350 to 69 vote last week, is considered a bipartisan, bicameral bill by officials and includes a number of provisions to ensure that the Department of Defense can carry out its essential national defense missions.  Among these, the Army will be provided funds to upgrade ground vehicles and keep key production lines running, the Air Force’s A-10 attack plane fleet will be protected under a provision through the end of 2014, and the Navy has received a price cap on its aircraft carrier programs.  Relief was felt within the aerospace and defense industries as many worried that a prolonged impasse could have led to another costly government shutdown in January.

Big Movers

SAAB AB (Up 33.4%) – Shares were up this week after the Company won a contract to supply 36 jet fighters for the Brazilian Air Force in a deal worth an estimated $4.5 billion.

Textron Inc. (Up 18.5%) – Shares were up this week after rumors circulated that the Company will acquire Beechcraft Corporation in a deal worth an estimated $1.4 billion.

Relevant Transactions

Orolia SA to acquire Techno-Sciences, Inc., a provider of COSPAS-search and rescue satellite aided tracking technology and support services to commercial and government clients worldwide.  Terms of the deal were not disclosed

Google, Inc. acquired Boston Dynamics, Inc., a provider of dynamic robots and software for human simulation including simulation-based training, UAV training, law enforcement, and mission-planning applications.  Terms of the deal were not disclosed. 

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Industry Week in Review – December 13, 2013

The House voted Thursday night to ease across-the-board federal spending cuts and head off future government shutdowns.  The legislation, heading to the Senate for a vote, calls for federal employees hired in 2014 to contribute a total of 10.6% of their salaries to their retirement benefits, a 1.3% increase in contributions from those made by 2013 hires.  This increase is expected to reduce the budget deficit by $23 billion over the next decade without raising taxes and erase $63 billion in across-the-board spending cuts in domestic and defense programs.

The International Air Transport Association (“IATA”) announced that 2014 will be the airline industry’s most profitable year ever as the IATA increased its profit forecast for 2013 and 2014 based on a variety of factors currently driving positive growth in the industry.  The association is now forecasting a combined net profit of $19.7 billion in 2014, which represents a $3.3 billion increase from the association’s $16.4 billion forecast in September.  Similarly, the IATA expects 2013 profit to reach $12.9 billion, up from the previous prediction of $11.7 billion.  Among the reasons, officials cite the continuous easing of fuel prices due to the discovery of substantial new supplies as well as decreased geopolitical tension particularly surrounding Iran as main drivers of profitability.  Additionally, structural improvements in the airlines industry also play an influence as airlines have introduced broader ancillary fees to open up new sources of revenue.  North American carriers are expected to contribute the most with forecasted profits of $8.3 billion.  Asia-Pacific and European carriers follow behind with forecasts of $4.1 billion and $3.2 billion, respectively.

Big Movers

OSI Systems, Inc. (Down 19.6%) – Shares were down this week after Pomerantz Grossman Hufford Dahlstrom & Gross LLP filed a class action lawsuit against the Company regarding false and misleading statements about business, operational and compliance policies.

Relevant Transactions

CapitalWorks, LLC acquired Morgenthaler Private Equity’s Avtron Aerospace Inc., a provider of electrical, electronic, and hydraulic aircraft component test solutions for the global commercial and military aerospace markets.  Terms of the deal were not disclosed.

3P Equity Partners, LLC and Silver Sail Capital, LLC acquired Hammond, Kennedy, Whitney & Co.’s Visioneering Inc., a provider of high-quality fabrication, assembly, and automation tooling systems for the aerospace and defense industry.  Terms of the deal were not disclosed.

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Industry Week in Review – December 6, 2013

Bombardier received a mix of positive and negative news this week.  China Express placed a firm order for three CRJ900 jets with options for 13 more in a deal worth an estimated $733 million.  Meanwhile, Bombardier’s CSeries, which has experienced difficulties in the past, faces another delay as the company is now waiting until the first three CSeries test aircraft are fully assessed before announcing a new service-entry date.  The initial CS100 was planned to enter service in mid-2014 with the larger CS300 following the year after, but with the most recent delays, analysts predict the CS100 will enter service sometime in early 2015.  While China Express has also expressed interest in the CSeries, Bombardier is still currently 118 orders short of their target 300 firm orders by service entry.

Defense Secretary Chuck Hagel plans to reduce the Pentagon’s staff by 20 percent in an effort to save the Department of Defense approximately $1 billion over the next five years.  Among the changes, many civilian and contract workers will be eliminated while oversight responsibilities of senior officials will be reorganized.  The plan also calls for a policy directorate overhaul, including the possible elimination of one deputy undersecretary and four deputy assistant secretaries.  Further details and information of the plan will be included in the Department of Defense’s 2015 budget proposal, which is scheduled to be released in February.

Big Movers

Unisys Corporation (Up 9.2%) – Shares were up this week after the Company announced it was awarded a contract to transition 6,000 Department of Energy program personnel to Google’s cloud-based email and collaboration solution, Google Apps for Government.

Leidos Holdings, Inc. (Down 14.5%) – Shares were down this week after the Company released disappointing preliminary third-quarter results and lowered its full-year guidance.

OSI Systems, Inc. (Down 15.6%) – Shares were down this week after the Transportation Security Administration terminated a $60 million delivery order with the Company’s security division, Rapiscan Systems.

Relevant Transactions

TransDigm Group Inc. to acquire Airborne Systems Inc., a provider of personnel parachutes, cargo aerial delivery systems, emergency escape systems, and other related products.  TransDigm will pay approximately $250 million for Airborne Systems.

Eagle Ray Inc. acquired Kore Federal Inc., a provider of IT management and consulting services to intelligence and defense clients.  Terms of the deal were not disclosed.

AAR Corporation’s Telair International GmbH to acquire PFW Aerospace GmbH’s Cargo Loading System Assets, a provider of cargo loading and baggage handling systems worldwide.  Terms of the deal were not disclosed.

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Industry Week in Review – November 29, 2013

According to new data from Avascent Analytics, the United States currently ranks as the leading supplier of defense aircraft for Asia-Pacific partners and allies.  The increased percentage of U.S. investments in the region comes as the nation continues to shift resources to the Asia-Pacific as it withdraws forces from Iraq and Afghanistan as well as government contractors redirecting attention to international sales amidst domestic budget uncertainty.  The U.S. will have sold about $79.2 billion worth of defense aircraft and related equipment, including development and production costs, between fiscal years 2009-2023 to various countries in the Asia-Pacific.  Italy ranks second with about $48.7 billion during the time period, while India currently ranks third.

As the expiration date for the current government funding bill nears, House Republicans are contemplating a short-term continuing resolution that would fund the government through April 15th, since it is unlikely budget negotiators will reach a long-term deal by December 13th, the deadline for the conference committee to report an agreement.  Additionally, the current funding bill passed on October 16th expires on January 15th, but House members are not expected to return back to Washington until January 7th, leaving little time for further negotiations.

Big Movers

Intevac, Inc. (Up 13.4%) – Shares were up this week after the Company’s Board of Directors authorized the repurchase of $30 million of the Company’s common stock.

SIFCO Industries, Inc. (Up 11.8%) – Shares were up this week after the Company reported a strong fiscal 2013 as net sales increased 12.8% from the previous year.

AeroVironment, Inc. (Up 9.7%) – Shares were up this week after the Company reported positive fiscal second quarter earnings with increased backlog and overall results in-line with expectations.

Relevant Transactions

Winchester Electronics Corporation acquired Haverhill Cable and Manufacturing Corporation, a provider of semi-rigid coaxial cable and cable assemblies for commercial, military, and satellite equipment.  Terms of the deal were not disclosed.

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Interrelated M&A and Venture Capital Trends Signal Increased 4Q13 / 1Q14 M&A Activity

Venture capital (“VC”) activity has continued to remain strong for both cybersecurity and big data companies.  During the first half of 2013, cybersecurity and big data firms have secured $2.0 billion in funding, representing an 81.0% increase over the first half of 2012.  Similarly, M&A activity for cybersecurity and big data companies has continued at a healthy clip over the past year.  During the first half of 2013, announced deals rose 20.6% over levels seen during the same period in 2012, with 1H13 deals climbing to 82.  Examining quarterly data from 1Q12 – 2Q13 more closely, the relative movements of these respective M&A and venture capital markets have roughly mirrored each other, as VC investors appear to see favorable exit potential from cybersecurity and big data investments.  The relation between M&A and venture capital markets can be seen in the two Figures below.

As illustrated in Figure 1, increases in VC funding levels over the past six quarters have been met with similar increases in M&A activity.  Additionally, as Figure 2 highlights, the number of total funding rounds has acted roughly as a leading indicator of the trends in the M&A market.

Macroeconomic headwinds, including a government shutdown that catapulted many businesses into uncharted territory, led to a sharp decline in M&A activity in 3Q13.  However, the surge in 3Q13 VC funding displays VC firms’ willingness to continue to deploy significant amounts of capital, despite market uncertainties, as they position themselves to capitalize on an expected rebound in M&A activity.

Given the historical VC funding trends illustrated below and 3Q13 VC confidence, we expect to see M&A markets rebound in late 4Q13 / 1Q14 to levels more closely related to that of current VC funding.