Industry Week in Review – November 09, 2012

President Obama was re-elected to a second term on Tuesday, providing some insight into the future of defense spending while leaving concerns over budgetary issues intact.  At a base line, defense spending under the Obama Administration will likely decline, though not to drastic levels.  The President’s 2012 – 2017 defense spending proposal had called for relatively flat defense spending, with a slight decline at a (0.9%) CAGR over the five years. 

However, concerns over the near-term effects of the “fiscal cliff” persist.  The Administration and Congress have until the end of the year to come to a budget agreement in order to avoid automatic, across-the-board cuts under sequestration.  Given the lame duck session and the split Congress, reaching an agreement is far from certain, and both the DoD and the defense industry are preparing for the potential reductions in spending.  In a speech on November 5th, DoD acquisition chief Frank Kendall announced that the Pentagon had begun planning for sequestration.  However, leaders from both parties have indicated that the “fiscal cliff” negotiations are a priority and that both sides are open to a compromise.

In other news, the defense sector saw two major resignations on Friday, with CIA Director David Petraeus and incoming Lockheed Martin CEO Chris Kubasik both announcing they would leave their posts that afternoon.  Petraeus resigned in the wake of an extramarital affair.  Kubasik, who was slated to take over the defense contractor from current CEO Bob Stevens, was ousted following an investigation that determined his “close personal relationship” with a subordinate was against the company’s code of ethics.  The company announced that Marillyn Hewson will be taking over as CEO on January 1.

Big Movers

Computer Sciences Corporation (Up 13.2%) – Shares were up for the week after the company announced earnings and issued updated FY13 guidance on Tuesday.  It reported $0.58 EPS for the quarter, beating analyst expectations of $0.49.  CSC provided FY13 EPS guidance of $2.30 – $2.50 per share, compared to consensus estimates of $2.29.

Chemring Group Plc (Down 12.9%) – Shares were down for the week following Carlyle’s announcement that it will not be submitting an offer for the company.  The negotiations, originally announced on August 17th and extended twice, were overshadowed by a series of profit warnings issued by Chemring as well as a management shakeup late last month.

Kratos Defense & Security Solutions (Down 17.3%) – Shares were down for the week following the company’s earnings announcement on Thursday, which met EPS estimates of $0.18, but fell short of Net Income from Continuing Operations estimates of a $2.9m loss with an announced loss of $4.4m.

Relevant Transactions

Thales Group has agreed to acquire Gentex Visionix, a provider of helmet mounted displays and motion tracking systems for defense and aerospace applications, for an undisclosed amount.  The acquisition gives Thales the ability to offer highly capable HMD technology within the market, enhancing its ability to support warfighters with increased situational awareness.

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November Cyber Intelligence Review

October was another active month for cyber / intel markets, both from a policy and news standpoint, as well as with regard to transaction activity.  On the government policy side, Secretary of Defense Leon Panetta, made shockwaves when he announced that the nation could experience a “cyber-Pearl Harbor” attack on critical infrastructure in the near future if comprehensive and binding cybersecurity legislation is not passed. 

The Air Force published its “Cyber Vision 2025,” laying out key themes to ensure an enduring cyberspace advantage over our adversaries.  The Big Data sector got a boost from a new report by Gartner that claimed Big Data-driven IT spending will reach $232 billion worldwide by 2016, implying a 4-year CAGR of nearly 25%.

With respect to M&A activity, Microsoft acquired two companies: PhoneFactor, Inc., a mobile security company that provides multi-factor authentication solutions; and StorSimple, Inc., a provider of enterprise storage services for Windows and VMware infrastructures.  Raytheon made its eleventh cyber-related acquisition since 2007 with its purchase of Teligy, Inc., adding specialized wireless expertise to Raytheon’s security offerings. 

On the Venture Capital front, Shine Security and Quarri Technologies, both of which specialize in mobile security solutions, received funding rounds to accelerate growth and development.  Attivio, a Big Data analytics company, continued the theme of large funding rounds with a $34 million Series A investment.  Finally, In-Q-Tel gave a vote of confidence to quantum computing and encryption technology after it joined a $30 million funding round for D-Wave Systems, a company at the forefront of developing quantum technology for commercial use.

Click here to review the Cyber / Intelligence monthly post.

Industry Week in Review – November 2, 2012

Over the past week, the Department of Defense (“DoD”) has continued to support Federal Emergency Management Agency (“FEMA”) and other federal partners including U.S. Northern Command and the National Guard to relieve the effects of Hurricane Sandy.  As of Tuesday morning, there were approximately 7,400 National Guard members mobilized in 11 states.  Assistance included evacuation shelters, route clearance, search and rescue and delivery of essential equipment and supplies.  Twelve states and the District of Columbia declared a state of emergency due to the significant flooding and extensive power outages.

In other news, James Clapper, Director of National Intelligence, released a statement on Tuesday noting the FY2012 National Intelligence Programs budget is $53.9 billion, a 1% decrease from the previous year.  Earlier this year, Clapper announced the budget for FY2013 would drop further to $52.6 billion, an additional 2.4% decline.  Separately, the DoD stated the Military Intelligence Program FY2012 budget is $21.5 billion, a roughly 11% decrease over the previous year.

Big Movers

EDAC Technologies (Up 11.1%) – Shares were up this week after the company released strong 3Q12 results including record sales of $27.5 million.  The company reported EPS of $0.29, a 53% increase over 3Q11.

Intevac Inc. (Down 7.3%) – Shares were down this week after the company reported poor 3Q12 results including a net loss of $8.0 million and a $3.0 million bad debt write-off equivalent to $0.08 per share.  President and CEO Kevin Fairbairn noted “As expected, our Equipment business had a challenging quarter driven principally by the difficult economic environment and moderated demand for hard drives.”

Relevant Transactions

Creative Computing Solutions (“CCSi”) acquired a privately held company’s Military Health Solutions division, which held a prime contract position on MHS TRICARE Evaluation, Analysis, and Management Support (“TEAMS”) IDIQ vehicle.  The acquisition expands CCSi’s support to include Health Insurance Portability and Accountability Act (“HIPAA”) Electronic Standards Program Coordination and Analysis, adding to its current work on the Defense Centers of Excellence (“DCoE”) Program Management, Clinical and Program Policy, and Defense Health Board Support.

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Industry Week in Review – October 26, 2012

Doubts were cast on the potential Carlyle acquisition of Chemring this week after the British defense contractor announced that Chief Executive David Price would step down immediately, with former John Wood Group Plc executive Mark Papworth taking the helm on November 5.  Some analysts have pointed to this sudden transition as a sign that the deal is collapsing, citing the odd timing of a leadership switch just before a potential transaction.

Like many defense firms, Chemring has faced declining budgets in the United States and Europe, resulting in a declining order book and lower profitability.  This led to the company issuing a profit warning in August, just two weeks after it received an expression of interest from Carlyle.  In a statement, Chemring touted Papworth’s achievements at Wood Group, citing the successful turnaround of the company and “substantial improvements in profitability.”  A company spokeswoman has indicated that this decision reflects the board’s position that a leadership changes strengthens the company’s position.  Carlyle has until November 9 to decide whether it will bid or not.

Big Movers

TASER International Inc. (Up 26.5%) – Shares are up this week after the company announced 3Q12 net sales of $28.7 million, an increase of $4.4 million or 18% compared to 3Q11.  The increase in sales versus the prior year was primarily driven by the extended upgrade program for the TASER® X2™ Electronic Control Device.

Spirit AeroSystems Holdings, Inc. (Down 34.2%) – Shares were down this week after the company announced forward loss charges of $590 million for several programs including the 787, G650 Wing, and G280 among others.  To address the charges in the quarter, the company successfully obtained the required lender consent to amend its senior secured loan and credit facility to adjust the senior secured leverage ratio through the first quarter of 2013 and the other financial covenant ratios through the second quarter of 2013.

Relevant Transactions

The Boeing Company acquired Miro Technologies, a provider of enterprise software solutions to manage maintenance, supply, repair, and performance based logistics for assets operating in air, space, sea, and ground environments.  The acquisition provides Boeing with industry-leading MRO and PBL supply chain software capabilities.

TransDigm to acquire Goodrich Pump & Engine Control Systems, a developer and supplier of fuel pumps and controls to commercial and military helicopter OEM engine manufacturers.  The acquisition expands TransDigm’s aftermarket product offerings for a number of engine applications.

EOD Technology to merge with Sterling International, providers of strategic stability operations support and integrated critical solutions for government and corporations worldwide.  The two companies will form Sterling Global Operations, Inc., a company owned by its more than 1,000 employees.

Raytheon Co. acquired Teligy, a provider of custom software and hardware design, development, and testing services for commercial and defense systems.  The acquisition enables Raytheon to cover the entire communication stack for both wired and RF technologies across all relevant platforms, and provides access to emerging markets.

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Industry Week in Review – October 19, 2012

Over the past week, Hawker Beechcraft announced that it plans to emerge from Chapter 11 protection as a standalone company.  The company is no longer pursuing a transaction with Superior Aviation Beijing Co., Ltd. as the parties could not reach a settlement on the terms of a Plan Sponsorship Agreement.  After Chapter 11, the company plans to rename itself Beechcraft Corporation and will focus on its turboprop, piston, special mission, and trainer / attach aircraft which are the company’s most profitable products.  It will also continue its high margin parts, maintenance, repairs, and refurbishment businesses.

Robert Miller, CEO of Hawker Beechcraft, Inc., said, “We made the decision to proceed with the standalone Plan of Reorganization after determining that, despite our best efforts, the proposed transaction with Superior could not be completed on terms acceptable to the company.  We are disappointed that the transaction did not come to fruition, but we protected ourselves by obtaining a $50 million deposit from Superior that is now fully non-refundable and property of the company.  The go-forward business plan we have developed with our creditors ensures that we will emerge from this process in a strong operational and financial position, with an enhanced ability to compete well into the future.”

Big Movers

Mercury Computer Systems Inc. (Up 6.3%) – Shares are up this week after the company announced that it received a 5-year sole source basic ordering agreement (“BOA”) from the U.S. Navy in support of the continued development of signaling architecture by producing a subset of its latest radar jammer equipment.  The BOA is valued at up to $58 million.

Relevant Transactions

Booz Allen Hamilton to acquire ARINC’s Defense Engineering Services Division, a provider of advanced aviation and maritime engineering, weapons modernization and sustainment, and systems engineering and integration for approximately $154 million.  The acquisition complements Booz Allen’s existing service base, which spans engineering and operations, technology, analytics, and strategy and organization.

Safran SA to acquire Goodrich Electric Power Systems, a provider of aircraft electrical generators and power distribution systems for roughly $401 million.  Goodrich Electric Power Systems is expected to have post sales of $200 million in 2012, with about half coming from spares and maintenance, repair, and overhaul.  The acquisition will also allow Safran to continue to develop new solutions for the electrification of aircraft equipment and closer integration of electrical systems with the aircraft engine.

Eurocopter to acquire Heuliez Aéronautique, a French provider of beating, sliding doors, and canopies for the aeronautical industry.  Heuliez Aéronautique will operate within Helicoptères Aérostructures Services, a subsidiary of Eurocopter.  Terms of the deal were not disclosed.

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Industry Week in Review – October 12, 2012

Over the past week, the “deal of the decade” between BAE Systems and EADS broke down under political objections between the UK, French, and German governments.  Notably, the UK wanted its counterparts to agree to limit their influence in the merged firm in order to maintain BAE’s strong working relations with the US Pentagon.  Diplomats also believe German chancellor Angela Merkel was unwilling to compromise on certain positions against the structure of the deal.  BAE and EADS had agreed to a unified management and board structure and had identified cost and revenue synergies by the time the deal was cancelled.  Ian King, BAE chief executive, said “We are obviously disappointed that we were unable to reach an acceptable agreement with our various government stakeholders.”

Carl Icahn has made a tender offer to acquire Oshkosh, a maker of armored trucks, for $32.50 per share in cash valuing the business at $3.4 billion.  Icahn is the largest shareholder of the company with a 9.5% stake and recently gained a seat on the board at Navistar, a struggling truck manufacturer.  Icahn has previously suggested the two companies could merge, however he has since rejected the idea.

Big Movers

Oshkosh Corporation (Up 5.8%) – Shares are up this week following Carl Icahn’s tender offer to acquire the company.  The company’s shares have advanced 40% this year.

ESCO Technologies (Down 8.9%) – Shares were down this week following an announcement that the company will close its Chicago manufacturing facility as it consolidates its test segment’s four domestic facilities into three.  The plant’s closing is expected to be completed by January of next year and result in “less than 50” employees losing their jobs.

Relevant Transactions

No relevant transactions for the week

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October Cyber Intelligence Review

September was a strong month for cybersecurity M&A and VC funding activity despite continuing industry headwinds and a sluggish economy. On the macro side, the OMB released its much-anticipated Sequestration Report, which covered the potential federal budget impact of sequestration. Despite the wealth of information provided, the report lacked program-level details, and as such, uncertainty remains a fundamental concern for industry participants. Additionally, the failed Cybersecurity Act of 2012 made headlines again as President Obama, the DHS, and the FBI began drafting an Executive Order to pass voluntary parts of the Act before year end.

As for M&A activity, General Dynamics, Novetta Solutions, and KeyW Corporation each made cyber / intel acquisitions in September, continuing their momentum from August. GD targeted mobile security in its acquisition of Open Kernel Labs, while Novetta focused on signals intelligence with its purchase of International Biometric Group. KeyW acquired systems and software engineering firm, Poole & Associates, after Poole won a $150 million contract to provide system engineering and program management support to an unnamed U.S. intelligence customer. Only three days later, KeyW announced it had acquired security information company, Sensage. Venture capital also saw impressive funding rounds for cyber companies, notably the $50 million Series A for Tenable Network Security. Shortly after that funding round, Tenable signed a formal strategic partnership and technology development agreement with In-Q-Tel.

Click here to review the Cyber / Intelligence monthly post.

Industry Week in Review – October 5, 2012

Negotiations in the proposed EADS / BAE Systems merger ran into new obstacles during the week. Early in the week, Lagardere, which holds a 7.5% stake in EADS, called for a thorough review of the merger, citing concerns that the interests of French shareholders were not being adequately represented in the proposed deal structure.  Further, the German finance ministry claimed that the proposed 60/40 ownership split between EADS and BAE respectively did not accurately reflect the companies’ true values, and sought a structure closer to 70/30.  

Later in the week, talks among the governments of Britain, Germany, and France appeared deadlocked, with the leaders seemingly unable to agree over the governments’ stakes in the combined entity.  Germany and France are reportedly seeking a 9% stake each, but Britain is only willing to accept France’s ownership if it were to guarantee that it wouldn’t go on to purchase Lagardere’s shares.  While it is believed that the French government does not plan on purchasing these shares, the government refuses to provide a written guarantee to that effect. Nevertheless, EADS and BAE continue to work towards their October 10 deadline, citing the fact that the firms haven’t been given any indication from the governments that the deal would be called off.

Big Movers

Ceradyne (Up 43.6%) – Shares were up for the week after the company announced that it has agreed to be acquired by 3M Co. (details below).

Finmeccanica SpA (Up 14.2%) – Shares were up for the week following the company’s announcement of a EUR220 million  contract win from the Milan Metro System.  Earlier in the week CEO Giuseppi Orsi called on the Italian government to support Finmeccanica if it were to look for a merger, leading to speculation about a possible transaction with an American counterpart.

NCI Inc. (Down 17.4%)  –  Shares were down for the week following a notice issued to investors by Wells Fargo on October 4, downgrading the stock to “underperform” from “market perform”.  Separately, Lazard Capital initiated coverage on the stock during the week with a “neutral” rating.

Mercury Computer Systems (Down 22.3%) – Shares were down for the week following the company’s announcement that it is lowering 1Q13 guidance to a loss per share range $0.24 to $0.28, down from $0.03 to $0.08. Revenue for the quarter is expected to be between $48 million to $50 million, compared with prior guidance of $55 million to $61 million.  Management attributes these changes to delayed orders and shrinking gross margins on the SEWIP contract.

Relevant Transactions

Mitsubishi UFJ Lease & Finance has agreed to acquire Jackson Square Aviation, a provider of aircraft leasing services, for $1.275 billion.  The transaction, which is expected to close by year-end, expands Mitsubishi’s leasing division’s geographic presence and aircraft fleet.

3M has agreed to acquire Ceradyne, a manufacturer of ceramics used in defense applications such as helmets and armor, for $35 a share, or $853 million.  The transaction implies an Enterprise Value of $669.6 million, representing an LTM Revenue multiple of 1.30x and an LTM EBITDA multiple of 5.5x. The acquisition expands 3M’s capabilities in ceramics, which has been identified as a growth materials segment in numerous industries, as it is harder and more heat resistant than steel.

BCF Solutions has acquired RedBlack Communications, a provider of communications systems and solutions for the military, from Ultralife Corp for $2.53 million.

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Industry Week in Review – September 28, 2012

In its last act before adjourning last weekend, the Senate approved a continuing resolution which funds the federal government for the next six months, maintains defense funding at 2012 levels, and approves war funding at the Pentagon’s 2013 requested level. 

While this measure does avert a government shutdown, it still poses some challenges for the Department of Defense.  Pentagon Comptroller Robert Hale described the resolution as problematic due to the fact that it fails to authorize certain types of spending such as the assistance mission in Iraq or aircraft carrier overhaul projects.  Hale noted that the Pentagon would rely on temporary “work-arounds” to continue funding programs through December, but pointed out that its authority to do so diminishes significantly come January.  While the comptroller does not foresee mass contract cancellations on January 2nd as a result of either the stop-gap spending bill or of sequestration, he did comment that the DoD may not be able to pick up new contract options, launch new programs, or increase production rates on existing programs.

Big Movers

QinetiQ Group plc (Up 9.5%) – Shares were up for the week after the company issued a business update ahead of its investor day in Farnborough, UK on September 26th.  It reported that the company’s performance during the first half of the fiscal year was stronger than originally expected, with its Global Products and UK Services groups both performing well.

Wesco Aircraft Holdings (Down 8.6%) – Shares were down for the week after the company announced the pricing of a secondary offering of shares by certain employees and former employees at $13.65 a share.

Relevant Transactions

No relevant transactions for the week

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Industry Week in Review – September 21, 2012

On Thursday, the House Armed Services Committee (“HASC”) held a hearing on sequestration’s impact on defense preparedness and national security in light of the Sequestration Transparency Act Report, which the White House released on September 14th. In the HASC’s view, other than the expected exemption of military personnel accounts and the confirmation that all sequesterable accounts would be reduced by 9.4%, the report brought very little insight to the impacts of sequestration on U.S. forces. 

During this two-hour hearing, top Defense Department officials made their concerns clear, suggesting that sequestration could lead to a hollow military and warning that the across-the-board federal budget cuts due to take place on January 2nd would mean decreased training, pay and preparedness for the nation’s armed forces.  Put more plainly in a joint statement produced by the representing DoD officials, sequestration would result in “a less-capable, less-modern, less-ready force.”

The two-hour session witnessed calls from both sides of the political aisle for a compromise to avoid the impact of sequestration, even though there has been little, if any, progress toward reaching a solution on which both parties could agree.  The House scheduled a Friday vote on a motion to adjourn until after the November election. Several members of the committee declared that they planned to vote against the motion in the hope of making progress toward heading off sequestration. However, by a majority vote in both houses, congress passed the earliest pre-election adjournment since 1960.

Big Movers

Kratos Defense & Security Solutions, Inc. (Up 14.8%) – Shares are up this week after dropping approximately 40% in the last year and upon release of various analyst reports that seem to suggest Kratos’ defense-electronics product line as a potential hedge against broader defense cuts.

iRobot Corporation (Down 9.6%) – Shares fell this week amid news that Evolution Robotics shareholders and its board of directors have approved the iRobot’s $74 million acquisition offer. iRobot said it expects to take one-time charges of 18 to 22 cents per share in the fourth quarter related to the deal, and it expects 22 to 26 cents per share in charges in 2013.

Relevant Transactions

TransDigm Group Incorporated (“TDG”) acquired Aero-Instruments Company, a provider of electrically heated pitot probes, pitot-static probes, static pressure ports, angle of attack sensors, temperature sensors, and flight test equipment, for $35 million in cash.  No word from TDG on the strategic rationale for the deal.  With over 60% of Aero-Instrument’s revenue coming from the aftermarket, the acquisition seems to be a double down on aftermarket exposure.  However, it comes just a month after the aerospace supplier sold the AmSafe Aftermarket Spares & Services business to Wencor.

iRobot Corporation acquired Evolution Robotics, Inc., the developer of Mint® and Mint® Plus automatic floor cleaning robots, for $74 million in cash.  Evolution Robotics’ products is expected to expand iRobot’s automated floor care offerings while its technology and intellectual property will bring visual navigation and simultaneous localization and mapping, among other technologies, which could be deployed in future iRobot products to deliver greater customer value

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