Industry Week in Review – March 1, 2013

Over the past week, U.S. Congress did not reach a deal on the sweeping Federal spending cuts known as sequestration.  The $85 billion in spending cuts will target everything, from defense to education (but leave major drivers of debt such as Medicare and Medicaid untouched), over the next decade.  Within the coming days, the White House is expected to alert agencies that their budgets have been cut, while agencies are expected to notify employees, contractors, and states that spending will contract for at least the next seven months.  Attention turns to another budget deadline on March 27th, when the Continuing Resolution is set to expire and a partial government shutdown is possible.  The question still remains if political leaders will reach a comprehensive deficit-cutting deal that solves the nation’s long-term debt problems.

The Senate confirmed Senator Chuck Hagel as U.S. Defense Secretary after escaping a filibuster from the Republican Party.  The 58-to-41 vote was the smallest margin for a defense secretary since the creation of the position in 1947.  Hagel was also the only nominee for the position to face a filibuster.  In his first address as defense secretary, Hagel addressed the Pentagon’s budgetary concerns in the coming years and the need to protect the Department of Defense’s workforce.   Hagel will succeed Defense Secretary Leon Panetta and join Obama’s retooled national security team.

Big Movers

CPI Aerostructures (Down 11.1%) – shares were down after the Company announced preliminary, unaudited 2012 revenue of approximately $89.6 million and EPS of about $1.42.  Analysts were expecting revenue of $92.4 million and EPS of $1.47.  CPI will announce audited 2012 results on March 12th.

NCI (Down 11.5%) – shares were down after the Company reported 2012 EPS excluding impairment charges of $0.51 on revenue of $368.4 million, down from 2011 EPS excluding impairment charges of $1.09 on $558.3 million of revenue.  NCI also issued guidance for 2013 of revenue between $280 and $320 million and EPS between $0.14 and $0.26.

Relevant Transactions

The Boeing Company acquired the Acalis Business of CPU Technology, Inc., a provider of firmware used to detect and protect against cyber-attacks for any platform on which it is integrated.  Specifically, the firmware is used in the Joint Strike Fighter, but can be added to a host of applications.  Terms of the deal were not disclosed.

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Industry Week in Review – February 22, 2013

With spending cuts looming in the coming days, the U.S. Defense Department plans to slow payments to prime contractors in order to add roughly $1 billion of cash on-hand.  This amount is worth a few days of needed working capital, though quite minimal compared to the $46 billion in 2013 budget reductions the Pentagon will be met with should sequestration begin on March 1st.  The DoD typically keeps a week’s worth of working capital on-hand, however it currently only has two to four days of cash available.  Since 2011, the DoD has used Quick Pay in order to get payments to contractors weeks faster.  However, with current cash constraints, the Pentagon plans to inhibit Quick Pay by allowing only qualified small businesses to participate.

United Continental Holdings announced that it is taking the 787 Dreamliner out of its flying plans through June 5th, except for a single Denver-to-Tokyo route which is expected to start in May.  The decision came following a Japanese investigation of a fuel leak caused by a composite material in the plane’s fuel tanks.  The investigation was launched days before authorities around the globe grounded the aircraft.  United is the only U.S. carrier of the 787, with ownership of six planes.

Big Movers

CIBER, Inc. (Up 15.1%) – Shares are up this week after the company announced that it had delivered a profit and beat analyst expectations in 4Q12.  Revenue rose to $225.3, a 44.5% increase over the same period last year.  Adjusted earnings per share decreased 33.3% to $0.02, however analysts were expecting earnings of $0.03 per share.

Barnes Group Inc. (Up 13.7%) – Shares were up this week after the company announced 4Q12 financial information that was higher than analyst expectations.  Sales in the quarter jumped 16.0% to $327.4, while operating margin increased to 12.1% from 10.2%.

Relevant Transactions

Ball Aerospace & Technologies Corp. acquired certain assets of OGSystems’ TASER Business Unit, a prime awardee on the $1 billion TASER contract, which provides mission analysis, systems and software engineering, integration, and IT services for the National Geospatial-Intelligence Agency.  The acquisition expands Ball’s geographic and customer footprint within its intelligence and information services business.

Computer Sciences Corp. (“CSC”) has entered into an agreement to sell its Enterprise Systems Integration unit to ITOCHU Techno-Solutions Corp. and ITOCHU Corp. for $90 million.  Enterprise Systems Integration is a reseller of enterprise hardware and software, as well as a provider of maintenance services with operations in Malaysia and Singapore.  The unit’s revenue in fiscal 2012 was around $180 million.  The deal is CSC’s fourth divestiture in four months.

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Industry Week in Review – February 15, 2013

On Tuesday Italian authorities arrested Finmeccanica CEO Giuseppe Orsi for possible engagement in corrupt activities.  Prosecutor Eugenio Fusco noted that Mr. Orsi and Bruno Spagnolini, CEO of helicopter unit AgustaWestland, had been under investigation for several months for whether or not AgustaWestland paid bribes in order to secure a $750 million sale of 12 helicopters to the Indian government.  The arrest comes after several legal issues for the Italian defense contractor, as other prosecutors have been investigating alleged corrupt activities in the Company’s Latin American, Asian, and domestic operations.  The Company announced on Thursday that Alessandro Pansa would replace Orsi as CEO and COO, with Admiral Guido Venturoni becoming vice-chairman of the group.

In Washington, the Senate delayed Defense Secretary Nominee Chuck Hagel’s confirmation vote after failing to garner the 60 votes required to overcome a Republican filibuster.  Senate Republicans have been demanding additional information from both the White House and from Mr. Hagel, and refused to allow a vote on his nomination before receiving sufficient time to review the requested information.  The Senate is expected to hold a vote closing the debate immediately after the upcoming recess, at which point the chamber will be able to hold a vote on the nomination.

Big Movers

Ultralife Corp. (Up 15.7%) – shares were up for the week following the release of 4Q12 earnings.  The Company announced EPS of $0.12 for the quarter, beating consensus estimates of $0.04, while revenues of $29.3 million for the quarter beat estimates of $27.5 million.

GenCorp Inc. (Up 9.7%) – shares were up for the week after the company released earnings for its fiscal fourth quarter ended November 2012.  The Company earned $2.8 million on sales of $298.2 million for the quarter, up from earnings of $500,000 on sales of $252.2 million in fiscal 4Q11.

Finmeccanica SpA (Down 16.3%) – shares were down for the week following the arrest of CEO Giuseppe Orsi on suspicion of corrupt activities, described above.

Relevant Transactions

Chicago Bridge & Iron completed its $3.1 billion purchase of The Shaw Group, which was initially announced in July 2012. The boards of both companies had approved the deal in December.  According to CB&I President Phillip Asherman, the transaction expands the Company’s capabilities and expertise, enabling it to address energy infrastructure needs around the globe.

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Industry Week in Review – February 8, 2013

In a memo submitted by the Army to the Secretary of Defense outlining its plans to implement spending cuts under sequestration and a continuing resolution, the service pointed to a number of operational impacts that could occur under both scenarios.  The Army estimated that sequestration would cut $5.3 billion from its Operations & Maintenance account, while a continuing resolution would reduce funding by another $6 billion.  The decrease in funding could affect contracts serviced by about 300 contractors and 1,000 suppliers in 40 states. 

The memo also noted that it could take as long as 150 days to restart contracts that had been shut down.  This could create an issue for FY14 procurement as acquisition managers would be overburdened with FY13 contract re-negotiations.  The defense services’ reports come ahead of the DoD’s testimony to the House and Senate Armed Services Committees, which will include the service heads, Deputy Secretary of Defense Ashton Carter, and DoD Comptroller Robert Hale.

Big Movers

FLIR Systems (Up 12.2%) – shares were up for the week following the company’s release of 2012 earnings and updated 2013 guidance.  The Company announced 2012 EPS of $1.45, compared to $1.38 in 2011.  Revenue, however, decreased 9% from $1.5 billion in 2011 to $1.4 billion in 2012.  FLIR provided guidance for 2013 EPS growth of 8% – 14% to $1.56 – $1.66 for the year.

KeyW Corporation (Down 13.1%) – shares were down for the week following fourth quarter earnings that missed expectations.  Although revenue jumped 48% to $74.2 million, EPS was break even per share.

CPI Aerostructures (Down 16.5%) – shares were down for the week following the Company’s release of preliminary 2012 results and postponement of 2013 guidance.  Despite achieving revenue growth of 21% and EPS growth of 37% over 2011, the Company missed expectations and provided a cautious outlook.  It announced that it believes 2013 revenue and earnings will fall back down to 2011 levels, driven in large part by the threat of sequestration.

Relevant Transactions

Drew Marine acquired Alexander/Ryan, a manufacturer, distributor, and safety certification provider for maritime and offshore safety equipment, for an undisclosed amount.  The acquisition will expand Drew Marine’s product offerings in maritime safety, fitting into its strategy of growth in the offshore industry.

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Industry Week in Review – February 1, 2013

This past Thursday, Senator Chuck Hagel endured a peppering of questions during his confirmation hearing before the Senate Armed Services Committee (“SASC”).  Republican panel members questioned Hagel’s past judgment on issues such as the nation’s alliance with Israel, Iran’s nuclear program, troop levels after 2014, and the 2007 troop “surge” in Iraq. 

In one of the more stimulating moments of the hearing, Sen. John McCain grilled Hagel on his opposition to the surge and refusal to stand by his previous comments.  McCain: “I would like you to answer whether you were right or wrong, and then you are free to elaborate.” Hagel: “I’m not going to give you a yes or no answer on a lot of things today.”  McCain further questioned Hagel on his opinion of the nation’s involvement in Syria, and whether or not the U.S. should be more engaged.  Hagel refused to take a clear stance on Syria and several other issues; however, he often sided with the judgment of the President.  

Further blows came from Republican panel members Sen. Lindsey Graham and Sen. Ted Cruz who questioned Hagel’s statements from an interview in 2006 in which he called pro-Israeli groups the “Jewish lobby” as well as comments he made on Al-Jazeera television network in which he agreed that Israel has committed war crimes in the past.  The SASC requires Hagel submit further information requested by panel members and plans on voting on his nomination as early as February 7th.

The Senate kept busy on Thursday by passing a bill to extend the U.S. borrowing authority until mid-May.  The Senate approved the bill 64 – 34, and sent it to the White House later in the afternoon for approval.  Congress plans to focus its attention on the threat of sequestration which is set to begin on March 1st.

Big Movers

Unisys Corporation (Up 22.1%) – Shares are up this week after the company announced 4Q12 earnings per share of $1.67, beating consensus estimates by $0.74.  The company attributed its success to a strong performance in its technology business and increased margins in its services business.

Mercury Systems, Inc. (Down 6.9%) – Shares are down this week after the company announced fiscal year 2Q13 financial results that were below analyst expectations.  Revenues for the quarter were $49.8 million, a decrease of $18.2 million from the same period last year.  The company attributed the slowdown to the potential for sequestration and continued uncertainty within Congress.

Relevant Transactions

Goldner Hawn Johnson & Morrison acquired Universal Turbine Parts, a provider of turboprop aircraft engine products and related services to maintenance, repair, and overhaul facilities, fleet operators, and engine parts dealers.  Terms of the deal were not disclosed.

DC Capital Partners acquired Computer Security Solutions, a provider of technology solutions for the intelligence community (“IC”).  The acquisition expands DC Capital’s portfolio of companies that focus on the IC, including Catapult Technology, Kaseman, and Strategic Intelligence Group.  Terms of the deal were not disclosed.

Dynamic Precision Group acquired Paradigm Precision Holdings, a provider of precision machined aerospace engine components.  The acquisition expands Dynamic Precision Group’s global footprint and supports the company’s strategy to deliver complex engine components to its customer base.  Terms of the deal were not disclosed.

Consolidated Aerospace Manufacturing acquired Aerofit, a provider of high and low pressure fluid fittings and fitting systems for the aerospace industry.  The acquisition expands Consolidated Aerospace’s product offerings as well as its customer base across commercial and military aircraft platforms.  Terms of the deal were not disclosed.

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Cyber Acquisitions Favored in the Market

It may come as no surprise that cyber companies (cybersecurity, Big Data, and Cloud) saw strong M&A activity in the second half of 2012.  However, to examine the market’s cyber M&A sentiment from a different standpoint, an analysis was performed to determine if public acquirers of cyber companies experienced excess stock price returns during the three and five-day periods around deal announcements.  The results could shed some light on investors’ enthusiasm for cyber acquisitions, and perhaps indicate if cyber acquisitions are generally perceived to be accretive.

The results were very interesting.  On one hand, the unadjusted transaction set uniformly displays that acquirers, overall, received no excess returns for their cyber acquisitions (please see Figure A).

          Figure A: Unadjusted Results                            Figure B: Results Adjusted for Outliers

              

However, when only four outliers[1] are removed, the results show that public acquirers did achieve excess returns[2].  As Figure B demonstrates, acquirers experienced an average of 0.66% excess return during the three days surrounding the M&A announcement.  To compare, one studyfound that from 1984 to 2004, S&P 500 acquirers achieved an average three-day excess return of -1.21% (median was -0.83%)[3].

We believe the excess returns are due to a few key trends:

  • Organizations more deeply understand the ability of Big Data, Cloud, and cybersecurity technologies to deliver more decision insight, cost efficiencies, and comprehensive security
  • Organizations are becoming more data-centric; tools that analyze new sources of data, enable workforce mobility, and protect multiple network access points are in high demand
  • As organizations better understand and gear towards a data-centric environment, more spending is focused on these areas, and the market rewards companies that improve cyber capabilities

Given recent market reactions to cyber acquisitions, we anticipate more cyber M&A activity in 2013.

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Supplemental information about the analysis:

  • Data set included 54 transactions between June 1, 2012 and January 10, 2013 with publicly-traded acquirers listed on major U.S. exchanges
  • Stock returns were equally-weighted
  • Excess returnA = Actual returnA – [(2-yr average BetaA) x (Index return)]
  • Regression analyses were used to measure the statistical significance of results

[1] Outliers = transactions where acquirers’ stock returns exceeded +/- 6%

[2] Excess return was statistically significant

[3] “The Acquisition Performance of S&P 500  Firms”; March 2007

Industry Week in Review – January 18, 2013

Over the past week, President Obama announced he would attempt to speed troop withdrawals from Afghanistan in an effort to accelerate the end of the war.  The President made the announcement following his meeting with Afghan President Hamid Karzai, noting the shift in troop levels was possible due to advancements made in training Afghan security forces and the overall success of U.S. troops. 

The role of U.S. Forces would alter to one of training and advisory of Afghan forces while still conducting counterterrorism operations.  “That is a very limited mission, and it is not one that would require the same kind of footprint, obviously, that we’ve had over the last 10 years in Afghanistan,” Obama noted of the effort.  U.S. officials claim the number of troops remaining in Afghanistan by 2014 could be as low as 3,000 – 9,000, while General John Allen, the top U.S. and NATO commander in Afghanistan, had initially suggested that as many as 15,000 should remain.

Big Movers

Smith & Wesson Holding Corporation (Up 8.3%) – Shares are up this week following a speech by President Obama in which he addressed tightening gun limitations.  Governor Cuomo of New York passed the Secure Ammunition and Firearms Enforcement Act late on Monday night which expands the definition of banned assault weapons, creates a state database for pistol permits, reduces the maximum number of rounds in a magazine, and requires background checks on all gun sales, including those between individuals.  Several other firearm manufacturers had strong gains over the week.

Relevant Transactions

Cubic Corporation to acquire PS Management Consultants, a provider of specialist engineering and project management services for Australian Defense Forces’ training, simulation, communications, and range safety programs.  The acquisition enhances Cubic’s training and simulation capabilities while expanding the company’s footprint abroad.  Terms of the deal were not disclosed.

The Atlas Group, a portfolio company of Graham Partners, acquired Brenner Aerostructures, a company that specializes in the bonding of metals, anodizing of phosphoric acids, and stretch-forming for the aerospace industry.  The acquisition brings historically outsourced, specialty manufacturing capabilities in-house.  The company anticipates that the new capabilities will allow Atlas to win new business.  Terms of the deal were not disclosed.

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Industry Week in Review – January 11, 2013

The Federal Aviation Administration (“FAA”) announced on Friday that it will launch a review of Boeing’s 787 Dreamliner that will focus on the aircraft’s electrical system and manufacturing process quality controls.  The review is prompted by a battery fire aboard a Japan Airlines 787 on the ground in Boston on Monday, an issue that was just one in a string of technical difficulties with the plane over the past week.  All Nippon Airlines reported that cracks appeared on the outermost layer of a cockpit window on Friday, and an oil leak was discovered on a different flight that same day.  Earlier in the week, All Nippon cancelled a 787 flight after a computer malfunction erroneously showed problems with the aircraft’s brakes.  On Tuesday, United Continental found a wiring problem with one of its Dreamliner’s auxiliary power systems.  FAA Administrator Michael Huerta noted that the FAA is confident the aircraft is safe overall, but the review was necessary to understand the recent pattern of malfunctions and help prevent them from occurring again in the future.

In other news, on Thursday Deputy Defense Secretary Ashton Carter issued guidance authorizing preparatory spending reductions at DoD so as to better prepare for sequestration, if it were to occur.  Authorized actions include freezing civilian hiring, terminating temporary hires, curtailing administrative expenses, cancelling 3rd and 4th quarter ship and ground-depot aviation maintenance, and delaying R&D and production contracts and modifications that obligate more than $500 million.  The authorization memorandum instructs that all such actions must be reversible at a later date in the event Congress acts to avoid automatic spending cuts.

Big Movers

GeoEye (Up 12.2%) – Shares were up for the week after the Company announced on Wednesday that the Department of Justice gave DigitalGlobe antitrust approval on its acquisition of GeoEye, announced in July.

Innovative Solutions & Support (Up 8.9%) – Shares were up for the week following the Company’s announcement that it has been assigned a patent for a “method and system for reducing runway incursion at airports.”

Relevant Transactions

Greenwich AeroGroup to acquire Aero Precision Industries, a provider of OEM spares, repairs, upgrades, and modifications for military fighter, transport, and rotary aircraft, for an undisclosed amount.  The transaction enables Greenwich AeroGroup to expand its capabilities in the international military and government markets.

Vistronix acquired Technology Associates International, a provider of specialized geospatial and data visualization tools that serves the DoD, U.S. Strategic Command, and the Department of Health and Human Services, for an undisclosed amount.  The acquisition expands Vistronix’s solutions portfolio, helping the Company to position itself as a mid-tier prime contractor addressing the government’s security challenges.

ManTech International acquired ALTA Systems, a provider of IT and professional services with applications in Health IT and capital planning, for an undisclosed amount.  The transaction expands ManTech’s presence in the Federal HIT market, and enables the Company to deliver services through prime positions on the $4 billion Centers for Medicare and Medicaid Cervices Enterprise Systems Development contract vehicle.

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Industry Week in Review – December 28, 2012

Last weekend President Obama nominated Senator John Kerry (D-Mass.) for the position of Secretary of State in the Administration’s second term.  Mr. Kerry has served as chairman of the Foreign Relations Committee since 2009, and has worked in Pakistan helping to calm concerns after the raid that killed Osama bin Laden, and in Afghanistan helping to build the electoral process. 

During the press conference, the President highlighted the increasingly close relationship between the State Department and the DoD, pointing to the coming transition in Afghanistan, which Obama noted will require an increased role for the Department of State.

Despite downward pressure in the last weeks due to ongoing fiscal cliff concerns, the market has had a relatively strong 2012, with the S&P 500 returning 9.8% for the year.  Aerospace shares have outperformed, returning 15.2%, bolstered by a positive commercial aerospace delivery outlook and healthier expectations for aftermarket suppliers.  Defense Primes, while trailing the broader market, have still returned 8.6% for the year, driven in large part by strong earnings reports and operational adjustments to the uncertain contracting environment experienced throughout the year.

Big Movers

Magellan Aerospace (Up 6.2%) – Shares were up for the week following the company’s announcement that it has amended its operating credit agreement with its existing lenders and has extended its subordinated loan financing with Edco Capital Corporation.

Relevant Transactions

Woodward to acquire GE Hydraulic TRAS Business, a manufacturer of hydraulic thrust reverser actuation systems for commercial aerospace platforms, for $200 million.  The acquisition, which will be integrated into the Aerospace business segment, expands Woodward’s motion control technologies and platforms.

General Dynamics acquired Applied Physical Sciences Corp., a provider of engineering and prototyping services in the fields of signal processing, marine hydrodynamics, and electromagnetics, for an undisclosed amount.  The acquisition enhances the GD Electric Boat business’ rapid-prototyping capabilities.

Cessna, a Textron Company, to acquire Jet Aviation Management’s Dusseldorf and Zurich MRO Operations, providers of MRO, refurbishment, customization, and line maintenance services for commercial aircraft, for an undisclosed amount.  The acquisition expands Cessna’s service presence in Europe, particularly in Germany and Switzerland where a majority of the Company’s Citation aircraft in the region are based.

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Industry Week in Review – December 21, 2012

On Thursday, the House of Representatives approved one portion of Speaker Boehner’s proposal to avoid the fiscal cliff, passing a bill that cancels defense cuts under sequestration.  The measure, passed in a 215-209 vote, allows the Office of Management and Budget to conduct a sequestration round if 2013 discretionary spending levels exceed certain limits.  However, the measure prohibits the Administration from cutting into the 2013 Defense budget to meet the proposed spending caps.  Senate Majority Leader Harry Reid has indicated that the measure will not likely be taken up by the Senate, while the Administration has signaled that the President would veto such a bill if passed. 

On the other hand, the House did not pass the second portion of Boehner’s “Plan B” proposal which would raise income tax rates only for those with incomes over $1 million.  Upon failing to garner sufficient votes for the proposal, Speaker Boehner pulled the bill prior to a formal vote.   Both the House and the Senate adjourned for the holiday recess and the Senate will reconvene on December 27th, leaving just a few days to arrive at a budget deal.

Big Movers

AAR Corp (Up 14.9%) – Shares were up for the week following the company’s announcement of its fiscal second-quarter 2013 results.  EPS was $0.44, beating estimates of $0.41, while sales grew 6.4% year-over-year to $512.8 million for the quarter.

TASER International (Up 13.6%) – Shares were up for the week following reports of large orders for the company’s upgraded X2ECD model tasers from police departments in Arizona, Ohio, Texas, Georgia, and Louisiana.  While the company may be experiencing headwinds caused by potential gun control legislation following last week’s shooting in Newtown, CT, TASER is likely to remain insulated from legislation due to the non-lethal nature of its weapons.

Embraer (Up 12.4%) – Shares were up for the week following the company’s announcement that Fuji Dream Airlines has signed a contract for two Embraer 175 jets at a cost of $81.6 million.

Smith & Wesson Holding Corporation (Down 11.3%) – Shares were down for the week following the Newtown, CT shooting.  While the company’s products were not involved in the shooting, the gun industry is facing both public backlash and possible stricter gun control legislation, dragging down shares in the industry.

Relevant Transactions

GE Aviation to acquire Avio S.p.A, an Italian manufacturer of engines, power transmissions, drive trains, turbines, and other aviation components and subsystems, for $4.3 billion. The transaction, which represents a 2012E EBITDA multiple of approximately 8.5x, expands GE Aviation’s components portfolio, and will enable Avio to pursue new opportunities in power-generation, oil, and marine products.

Kanders & Company acquired controlling interest in DHS Technologies, a provider of rapid assembly infrastructure and shelter systems for military, civilian, and medical applications, for an undisclosed amount.  The investment by Kanders & Company will enable DHS Technologies to expand into new areas through organic initiatives and acquisitions, and provides Kanders with a strong platform to grow in various defense markets.

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