FOCUS Government, Aerospace and Defense Group Q2 2014 Report Vol. 7, No. 2 In this Issue Seasoned, Systematic, Successful SM 2 Thales Avionics Acquires LiveTV from JetBlue Investment Banking and Advisory Services The FOCUS government, aerospace, and defense practice provides three highly tailored investment banking services to emerging middle market and larger GAD sector firms: Sellside Engagements Buyside Engagements Capital Formation M&A Activity in the GAD Sector 3 Performance: S&P 500 vs. GAD GOVERNMENT Sector Q2 2014 4 AEROSPACE Sector Q2 2014 DEFENSE Sector Q2 2014 5 Selected GAD Transactions Q1 and Q2 2014 7 Recent FOCUS GAD Transactions 9 FOCUS GAD Team Thales Avionics Inc. Acquires LiveTV, LLC from JetBlue Airways for $399m LiveTV, LLC was founded in 1997 and provides in-flight satellite entertainment and connectivity solutions for commercial airlines in over 700 aircraft in the United States and internationally. These solutions offer multiple channels of stored content, such as movies, television series, and sporting events; regional and global live television solutions; wireless video; regional satellite radio; as well as connectivity services. With over 500 employees, it is estimated that the Floridabased company is projected to have revenues of over $150m in 2014. Thales Avionics, Inc., a subsidiary of Thales SA, is an avionics and electronics specialist, serving customers such as Boeing, Airbus, and Dassault. With the acquisition of LiveTV, LLC, Thales has strengthened their inflight entertainment center (IFEC) product and service offerings with connectivity as a key value proposition. As part of this transaction, JetBlue Airways has entered into a long-term agreement with LiveTV, LLC to continue providing support for its live TV and inflight connectivity product, Fly-Fi. The largest competitors in the IFEC market continue to be Panasonic Avionics serving over 3,700 aircraft, with revenue of approximately $861m and Gogo Inc. serving over 2,000 aircraft and an additional 395 under contract, with revenue of approximately $353m. The continued focus on wireless enabled IFEC demonstrates the substantial opportunity for airlines in creating new, sustainable revenue streams. (March 13, 2014) M&A Activity in the GAD Sector GAD M&A Transactions by Quarter (Q1 2013 to Q2 2014) 35 ■ Government ■ Aerospace ■ Defense Number of Transactions 30 25 20 15 10 5 0 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Source: Capital IQ www.focusbankers.com/GAD 2 Atlanta • Los Angeles • Washington, DC Q2 2014 Performance: S&P 500 vs. GAD (7/1/13-6/30/14) 35.00% 30.00% 25.00% 20.00% 15.00% 10.00% 5.00% 0.00% -5.00% Ju lJu 08-2 l- 0 Ju 17-2 13 l Au -26 013 g- -20 Au 06- 13 g 2 Au -15- 013 g 2 Se -26- 013 p- 20 Se 05- 13 p 2 Se -16- 013 p- 20 Oc 25- 13 t- 20 Oc 04- 13 t- 20 Oc 15- 13 t 2 No -24- 013 v 2 No -04- 013 v 2 No -13- 013 v 2 De -22- 013 c 2 De -04- 013 c 2 De -13- 013 c- 2 Ja 24- 013 n- 20 Ja 06- 13 n- 2 Ja 15- 014 n 2 Fe -27- 014 b- 20 Fe 05- 14 b- 2 Fe 14- 014 b- 2 Ma 26- 014 r 2 Ma -07- 014 r 2 Ma -18- 014 r- 2 Ap 27- 014 r-0 20 Ap 7- 14 r- 20 Ap 16- 14 r 2 Ma -28 014 y -2 Ma -07 014 y -2 Ma -16 014 y- -2 Ju 28- 014 n- 2 Ju 06- 014 n- 2 Ju 17- 014 n- 20 26 14 -2 01 4 -10.00% ■ GAD Government Group (Market Cap)—Index Value ■ GAD Aerospace Group (Market Cap)—Index Value ■ GAD Defense Group (Market Cap)—Index Value ■ S&P 500 Index (^SPX)—Index Value GOVERNMENT Sector Q2 2014 Stock Price Date 7/7/14 Total Enterprise Value Latest ($ million) Company Name American Science & Engineering Inc. (NasdaqGS:ASEI) CACI International Inc. (NYSE:CACI) MAXIMUS, Inc. (NYSE:MMS) NCI, Inc. (NasdaqGS:NCIT) NIC Inc. (NasdaqGS:EGOV) The KEYW Holding Corporation (NasdaqGS:KEYW) Versar Inc. (AMEX:VSR) Summary Statistics High Low Mean Median LTM Total Revenue ($ million) LTM EBITDA ($ million) GOVERNMENT TEV/Total Revenues LTM —Latest TEV/EBITDA LTM— Latest LTM Period Date (Used for LTM Figures) $405.1 $190.2 $28.1 2.1X 14.4X 3/31/2014 $2,919.7 $2,780.3 $120.4 $965.1 $3,571.8 $1,564.3 $329.9 $253.5 $328.5 $253.9 $18.0 $65.7 0.8X 1.8X 0.4X 3.8X 8.9X 11.0X 6.7X 14.7X 3/31/2014 3/31/2014 3/31/2014 3/31/2014 $587.0 $284.7 $16.4 2.1X 35.8X 3/31/2014 $27.6 $110.5 $1.2 0.2X 23.0X 3/28/2014 $2,919.7 $27.6 $1,115.0 $587.0 $3,571.8 $110.5 $900.7 $284.7 $328.5 $1.2 $101.7 $28.1 3.8X 0.2X 1.6X 1.8X 35.8X 7.5X 16.3X 14.4X Source: Capital IQ; stock prices as of 7/7/2014 www.focusbankers.com/GAD 3 Atlanta • Los Angeles • Washington, DC AEROSPACE Sector Q2 2014 Stock Price Date 7/7/14 Company Name Total Enterprise Value Latest ($ million) AAR Corp. (NYSE:AIR) Astronics Corporation (NasdaqGS:ATRO) CPI Aerostructures Inc. (AMEX:CVU) Esterline Technologies Corp. (NYSE:ESL) Gilat Satellite Networks Ltd. (NasdaqGS:GILT) HEICO Corp. (NYSE:HEI) LMI Aerospace Inc. (NasdaqGS:LMIA) Orbital Sciences Corp. (NYSE:ORB) Triumph Group, Inc. (NYSE:TGI) ViaSat Inc. (NasdaqGS:VSAT) Summary Statistics High Low Mean Median AEROSPACE LTM Period TEV/EBITDA Date (Used for LTM— LTM Figures) Latest 8.4X 2/28/2014 17.4X 3/29/2014 11.0X 3/31/2014 11.4X 5/2/2014 $196.3 $75.0 $12.5 $367.9 TEV/Total Revenues LTM —Latest 0.8X 3.2X 1.6X 2.1X $220.3 $10.5 0.9X 18.1X 3/31/2014 $3,656.8 $461.0 $1,558.4 $5,095.3 $3,295.5 $1,103.6 $402.2 $1,353.7 $3,763.3 $1,351.5 $240.0 $43.1 $147.5 $601.6 $177.3 3.3X 1.1X 1.2X 1.4X 2.4X 15.2X 10.7X 10.6X 8.5X 18.6X 4/30/2014 3/31/2014 3/31/2014 3/31/2014 4/04/2014 $5,095.3 $137.5 $2,154.1 $1,602.0 $3,763.3 $84.9 $1,281.7 $1,227.6 $601.6 $10.5 $187.2 $162.4 3.3X 0.8X 1.8X 1.5X 18.6X 8.4X 13.0X 11.2X $1,645.5 $1,303.6 $137.5 $4,197.7 LTM Total Revenue ($ million) $2,083.4 $406.9 $84.9 $2,046.8 $190.1 LTM EBITDA ($ million) Source: Capital IQ; stock prices as of 7/7/2014 DEFENSE Sector Q2 2014 Stock Price Date 7/7/14 Company Name Total Enterprise Value Latest ($ million) AeroVironment, Inc. (NasdaqGS:AVAV) Breeze-Eastern Corporation (AMEX:BZC) Cubic Corporation (NYSE:CUB) Ducommun Inc. (NYSE:DCO) Dynamics Research Corporation (NasdaqGM:DRCO) GenCorp Inc. (NYSE:GY) Kratos Defense & Security Solutions, Inc. (NasdaqGS:KTOS) ManTech International Corporation (NasdaqGS:MANT) Summary Statistics High Low Mean Median DEFENSE LTM Period TEV/EBITDA Date (Used for LTM— LTM Figures) Latest 61.1X 1/25/2014 11.8X 3/31/2014 12.5X 3/31/2014 7.5X 3/29/2014 $8.9 $9.6 $97.6 $78.7 TEV/Total Revenues LTM —Latest 2.3X 1.3X 0.9X 0.8X $1,469.1 $109.2 1.1X 15.2X 2/28/2014 $1,041.0 $897.9 $66.8 1.2X 15.6X 3/30/2014 $1,027.2 $2,116.1 $155.0 0.5X 6.6X 3/31/2014 $1,001.8 $2,440.4 $144.8 0.4X 5.7X 9/30/13 $1,657.7 $113.6 $884.4 $1,027.2 $2,116.1 $85.9 $983.1 $897.9 $155.0 $8.9 $75.1 $78.7 2.3X 0.5X 1.2X 1.1X 61.1X 6.6X 18.6X 12.5X $543.8 $113.6 $1,220.9 $586.8 LTM Total Revenue ($ million) $232.3 $85.9 $1,339.6 $740.5 $1,657.7 LTM EBITDA ($ million) Source: Capital IQ; stock prices as of 7/7/2014 www.focusbankers.com/GAD 4 Atlanta • Los Angeles • Washington, DC M&A Activity in the GAD Sector Selected GAD Transactions Q1 and Q2 2014* GOVERNMENT Vector Capital Acquires CollabNet, Inc. Trowbridge & Trowbridge, LLC Acquires Assets from EMW, Inc. ManTech International Corp. Acquires 7Delta, Inc. AEROSPACE Dixie Aerospace, LLC Acquires Flight Line Products, LLC Vector Capital has acquired CollabNet, Inc., the provider of public SaaS and onsite cloud developer tools, services, and infrastructure to the Department of Defense and cabinet level agencies, from Norwest Venture Partners, Benchmark Capital, Intel Capital and other shareholders. ( January 1, 2014) Trowbridge & Trowbridge, LLC has acquired assets related to the GSA Alliant Small Business Contract from EMW, Inc. This contract is a multiple award IDIQ to provide federal government agencies with integrated information technology solutions. ( June 5, 2014) ManTech International Corp. has acquired 7Delta, Inc., a provider of information technology services to the civilian and defense sectors of the U.S. Government for an undisclosed amount. 7Delta will be integrated into ManTech’s Mission Solutions & Services Group. (April 30, 2014) Dixie Aerospace, LLC, a Wencor Group company, has acquired Flight line Products, LLC for an undisclosed amount. Flight Line Products, LLC is a producer of interior products for the commercial airline industry and will support Wencor Group’s focus on complete aircraft seat MRO services and capabilities. ( January 1, 2014) SafetyCare Technologies, LLC Acquires Avalon Technology, Inc. SafetyCare Technologies, LLC has acquired Avalon Technology, Inc., a provider of mobile computing and telecommunications services to the U.S. Army, Department of Justice (DOJ), Federal Deposit Insurance Corporation (FDIC), Department of Veterans Affairs (VA), U.S. Department of Agriculture (USDA), Department of Transportation (DOT), U.S. Customs and Border Protection (CBP), and other government agencies. (May 7, 2014) Dovel Technologies, Inc. Acquires RN Solutions, Inc. The management of Lee Aerospace Inc. has acquired the company in a management buyout for $23m. Lee Aerospace is a manufacturer and distributor of aircraft windows, frost panes, aircraft recognition light lenses, flight deck, wing spars, sheet metal assemblies, and cured composite parts. ( January 29, 2014) Arotech Corporation Acquires UEC Electronics, LLC Arotech Corp. has acquired UEC Electronics, LLC, a provider of designs, development, prototypes, and manufacturing of electronic components and subsystems for the military, aerospace, and industrial markets for $41.54m. (April 1, 2014) Dovel Technologies, Inc. has acquired RN Solutions, Inc., a federal contractor providing information technology services. This acquisition will strengthen Dovel Technologies’ current footprint in the Federal Health IT space. (May 12, 2014) Costar Technologies, Inc. Acquires CohuHD, Inc. Costar Technologies, Inc. has acquired CohuHD, Inc. for $9.5m cash with a $0.5m earn-out. This acquisition will increase Costar’s current offering in the specialty surveillance camera and hardware segment, with CohuHD’s 30x optical zoom cameras, machine vision rugged cameras, and long-range cameras. ( June 4, 2014) www.focusbankers.com/GAD Lee Aerospace Inc. Acquired by Management 5 Accurus Aerospace Corp. Acquires McCann Aerospace Machining Corp. Accurus Aerospace Corp. has acquired McCann Aerospace Machining Corp., a specialized manufacturer of thin wall aluminum monolithic parts, hard metals, and complex titanium components. It serves aerospace and defense contractors in North America, Europe, and Asia. (April 2, 2014) Atlanta • Los Angeles • Washington, DC GAL Aerospace Corp. Acquires AeroQuest Inc. Zodiac Aerospace Acquires Greenpoint Technologies, Inc. GAL Aerospace Corp. has acquired AeroQuest Inc., a designer and manufacturer of aircraft interior components, such as showers, countertops, window shades, cabinetry, and wall paneling. AeroQuest will operate as a subsidiary of GAL Aerospace Corp. (April 3, 2014) Zodiac Aerospace has acquired Greenpoint Technologies, Inc. for an undisclosed amount. Greenpoint provides VIP interior completions and modifications for Boeing aircraft. The company serves high net-worth individuals and Heads-of-State. ( June 5, 2014) Roberts Tool Company, Inc. Acquires Excel Manufacturing, Inc. Lockheed Martin Corp. Acquires Deposition Sciences, Inc. Roberts Tool Company, Inc. has acquired Excel Manufacturing, Inc., a manufacturer of fixed-wing and rotary aircraft hydraulic actuators and control system components. Excel will continue to operate as a subsidiary of Roberts Tool Company. (April 9, 2014) Lockheed Martin Corp. has acquired Deposition Sciences, Inc. from Advanced Lighting Technologies. Deposition Sciences is a designer, developer, manufacturer, and marketer of optical thin film coatings for military and aerospace customers in the United States and internationally. This business will be integrated into the Lockheed Martin Aeronautics business area. ( June 18, 2014) Wencor Group, LLC Acquires XTRA Aerospace Inc. Wencor Group, LLC has acquired XTRA Aerospace Inc. for an undisclosed amount. XTRA Aerospace provides specialized repair services for a wide variety of electrical and mechanical systems across in-production commercial aircraft. (April 9, 2014) DEFENSE L-3 Communications Holdings Inc. Acquires Data Tactics Corporation L-3 Communications Holdings Inc. has acquired Data Tactics Corporation, a provider of big data analytics, cyber security, and cloud computing solution services primarily to the U.S. Department of Defense, for an undisclosed amount. (March 5, 2014) Trive Capital LLC Acquires ISR Group, Inc. Trive Capital LLC has acquired substantially all of the assets of ISR Group Inc., which provides mission essential services through unmanned systems and support, for $18.6m. This consideration will consist of ~$18.2m of credit and a ~$0.4m cash payment. (May 13, 2014) Levine Leichtman Capital Partners Acquires Nobles Worldwide, Inc. Moelis Capital Partners LLC Acquires PATS Aircraft, LLC Moelis Capital Partners LLC has acquired PATS Aircraft, LLC from Wayzata Investment Partners LLC for an undisclosed amount. PATS Aircraft designs, manufactures, and certifies aerospace components and systems. Some of the products it produces are auxiliary fuel systems, avionic support systems, avionic racks and trays, and electrical interface systems. ( June 4, 2014) Aerosync Engineering & Consulting Inc. Acquires Dixie Air Parts Supply, Inc. Aerosync Engineering & Consulting Inc. has acquired Dixie Air Parts Supply, Inc. for an undisclosed amount. Dixie Air Parts Supply, Inc. supplies the U.S. Military and its allies with spare aircraft parts, electronic parts, and avionics. ( June 5, 2014) www.focusbankers.com/GAD Levine Leichtman Capital Partners has acquires Nobles Worldwide, Inc. from Inverness Graham Investments, Avante Mezzanine Inc., and Fidus Investment Corporation for an undisclosed amount. Nobles Worldwide, Inc. provides weapon systems, components, and ammunition feed systems to over 40 platforms within the U.S. military. (March 31, 2014) Diversis Capital, LLC Acquires ArmorWorks, Inc. Diversis Capital LLC has acquired ArmorWorks, Inc. from William Perciballi & C Squared Ventures Capital Inc. for $3m. ArmorWorks, Inc. is a developer and manufacturer of armor and survivability products to the military and law enforcement agencies worldwide. (May 28, 2014) *Source: Transaction material sourced from S&P Capital IQ Database 6 Atlanta • Los Angeles • Washington, DC Recent FOCUS GAD Transactions “Cybersecurity has been a target area of growth for our firm and the Endeavor acquisition provides us the necessary skill sets and customer base through which we can offer these services to a wide range of defense and civilian agencies. FOCUS provided an outstanding service and with their help we were able to look at a number of potential candidates before finalizing Endeavor as the ideal fit.” Payal Tak, President and CEO, TELESIS “It was time to put Avialec under the wing of a larger progressive organization with financial firepower to realize the many opportunities before us. Given their cross border transaction experience and broad U.S. coverage, FOCUS was the perfect firm to help us realize our goals. The transaction was managed in a timely manner with little disruption to our business. I could not have done it without them.” Barrie Prescott, CEO, Avialec www.focusbankers.com/GAD 7 Atlanta • Los Angeles • Washington, DC Recent FOCUS GAD Transactions (continued) “John Slater of FOCUS was instrumental in helping the parties work through a number of difficult issues, while preserving the positive personal relationships with the management team which were critical to the company’s ongoing success post closing.” Jeff Davis, CEO, Acorn Growth Companies “We spent more than a decade building our business and knew how to run it at a level of performance well above others in our industry, but had no experience selling a company. For that depth of expertise, we partnered with FOCUS because of their seasoned team, systematic approach, and track record of middle market M&A successes.” Ray Daly, President and Co-Founder, VERTEX “Through FOCUS and in particular Manan Shah’s efforts, we were very successful in creating a good deal of interest in our firm from a variety of buyers. Zantech management’s past experience in this sector and reputation was very comforting in my decision regarding this sale.” R.K. Pillai, Founder and Owner, Newtek International www.focusbankers.com/GAD 8 Atlanta • Los Angeles • Washington, DC FOCUS Government, Aerospace, and Defense Group FOCUS GAD Team By Manan Shah, Partner and Government, Aerospace and Defense Group Team Leader, FOCUS Investment Banking LLC The FOCUS GAD team consists of seven former C-level operators and professionals who leverage years of experience in the government, aerospace, and defense sector— both domestically and abroad—to personally manage your transaction from inception to a successful close. • Deliver the most exact, comprehensive research to help close a deal, deploying a team of research professionals dedicated to producing precise analysis • Leverage years of experience in the middle market to maximize opportunities for a successful transaction The FOCUS GAD team is uniquely qualified to help you meet your objectives because, unlike most government, aerospace, and defense specialty groups, we: • Have a national presence with global reach—regional offices ensure that all clients receive personalized service throughout every phase of a transaction • Offer strategic advisory services that enhance shareholder value Members of the FOCUS GAD team attend many conferences and meetings both in the U.S. and internationally. We are always delighted to receive introductions to innovative companies in the industry. We hope to see you at one of these events, and look forward to exploring your capital market needs as you continue to grow your enterprise. • Supply a proven transaction methodology for delivering results • Devote significant C-level resources with operating expertise in the GAD sector to executing transactions www.focusbankers.com/GAD 9 Atlanta • Los Angeles • Washington, DC FOCUS Government, Aerospace and Defense Team Manan K. Shah Partner and Government, Aerospace and Defense Team Leader, Washington, DC [email protected] 202-470-1980 Manan K. Shah has over eighteen years of consulting, management and M&A advisory experience in the government, aerospace, defense, business process outsourcing, software, and information technology sectors. Manan has represented numerous clients in the GAD sector ranging from multi-billion dollar corporations to small minority owned companies. Brent Costello Managing Director, Los Angeles [email protected] 818-613-0096 Brent Costello has more than 30 years’ experience as an investment banker and M&A and corporate finance lawyer, representing a wide range of clients. He holds a J.D. from Georgetown University Law Center; and he graduated with a B.A. (cum laude) from Yale University. Eric Oganesoff Managing Director, Washington, DC [email protected] 202-470-1969 Eric Oganesoff, during the past twenty-five years, has conducted over fifty M&A, debt and capital raise transactions in information technology, manufacturing, government contracting and wireless technologies. He received a White House appointment to NASA in 1983. Paul K. Richey Regional Managing Director, West, Los Angeles [email protected] 213-426-2122 Paul Richey, a seasoned executive with more than 40 years in investment banking, has led M&A activities for privately held companies, several of which have annual revenues in excess of $250 million. John Slater Partner, Memphis [email protected] 404-963-8255 John Slater, a M&A and capital raising veteran of twenty-three years, has managed more than 200 M&A and capital raising transactions with aggregate values in excess of $3 billion. www.focusbankers.com/GAD 10 Gerald Turner Managing Director, Washington, DC [email protected] 202-470-1972 Gerald Turner has over twenty-five years of executive level experience in a wide range of sectors including building and roofing materials, diverse financial services, and commercial data base management. Douglas E. Rodgers Chief Executive Officer, Washington, DC [email protected] 202-470-1961 Douglas E. Rodgers, CEO and Managing Partner of FOCUS since early 2002, has executive level management experience in software, information technology, aerospace, e-commerce, real estate and construction, manufacturing and distribution, serving both commercial and government clients. Mr. Rodgers is an Airline Transport rated pilot with over 7,000 flight hours. Bruce J. Holmes, D.E. Senior Advisor, Washington, DC [email protected] 757-207-0966 Dr. Bruce J. Holmes, after 33 years with NASA, is a consultant to industry, government, and universities in strategy, technology, aviation systems development, and public-private partnerships. He is known domestically and internationally for his strategic leadership in the engineering and technological transformation in air transportation. Dr. Paul A. Robinson Senior Advisor, Washington, DC [email protected] 757-418-3516 Dr. Paul A. Robinson has over 25 years as an aerospace professional, working in research and development, product commercialization, and strategic planning. He joined NASA to develop and test systems to detect wind shear, and from this work received an R&D Magazine Award for one of the 100 most significant new products of the year. After leaving NASA, Dr. Robinson founded AeroTech Research, developing turbulence detection systems for aircraft. Atlanta • Los Angeles • Washington, DC About FOCUS Investment Banking LLC FOCUS Investment Banking LLC provides a range of middle market investment banking services with an emphasis on mergers, acquisitions, divestitures and corporate finance. FOCUS is a national firm serving clients from offices in major cities across the United States. FOCUS specializes in business units with transactions or revenues in the $5-300 million range, serving entrepreneurs, corporate owners and various types of investors across a broad range of industries, throughout the U.S. and worldwide. FOCUS bankers are seasoned operating and financial executives with extensive transaction experience. Securities transactions conducted by FOCUS Securities LLC, an affiliated company, registered Broker/Dealer and member FINRA/ SIPC. For more information on FOCUS, visit www.focusbankers.com. © 2014 FOCUS Investment Banking LLC Mid-Atlantic Region FOCUS Investment Banking LLC Headquarters 1133 20th Street, NW Suite 200 Washington, DC 20036 202.785.9404 202.785.9413 (fax) Southeast Region Western Region FOCUS Investment Banking LLC FOCUS Investment Banking LLC Atlanta Office Los Angeles Office 3353 Peachtree Road, NE 355 South Grand Avenue Suite 1160 Suite 2450 Atlanta, GA 30326 Los Angeles, CA 90071 404.504.8620213.943.1395 404.814.9141 (fax) 213.943.1397 (fax) Securities transactions conducted by FOCUS Securities LLC, an affiliated company, registered Broker Dealer member FINRA/SIPC.
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