Third Quarter 2006 Financial Advisory Services
www.investmentbanking.deloitte.com
Aerospace and Defense Update Deloitte & Touche Corporate Finance LLC Investment Banking
Investment Banking Advisory Services • Sale & Divestiture • Acquisition, Joint Venture & Alliance • Capital Raising • Corporate Development Advisory
Deloitte & Touche Corporate Finance LLC Transaction Highlight Deloitte & Touche Corporate Finance LLC (“DTCF”) is pleased to announce its role as the exclusive financial advisor to ThyssenKrupp Budd Company (“TK Budd”) in the sale of TK Budd’s Plastics Division to Continental Structural Plastics, Inc. (“CSP”). Terms were not disclosed. The transaction includes all the assets of the Plastics Division in the U.S. as well as the equity holdings of its Mexican operations. The Plastics Division produces molded pickup truck cargo boxes, exterior automotive components, structural automotive components, proprietary raw sheet molded compounds (“SMC”), and certain products used in non-automotive applications.
The Plastics Division of ThyssenKrupp Budd Company has been acquired by Continental Structural Plastics
Headquartered in Troy, Michigan, TK Budd is a leading supplier of highquality body and chassis components and systems to the automotive industry. The company currently supplies approximately 100 vehicle models with sheet metal stampings and assemblies, composite autobody panels and pickup boxes, chassis modules and subframes, bumpers and bumper reinforcements. TK Budd operates 30 facilities with more than 10,000 employees in North America. The undersigned acted as exclusive financial advisor to ThyssenKrupp Budd Company
This transaction is another example of DTCF’s role as financial advisor to a large corporate entity involved in a carve-out divestiture of non-core assets. Furthermore, the sale highlights DTCF’s experience in the industrial manufacturing segment.
Deloitte & Touche Corporate Finance LLC
The sale of TK Budd’s Plastics Division to Continental Structural Plastics, Inc., is the second divestiture that DTCF has advised TK Budd on this year, having previously announced the sale of TK Stahl Co. in June.
Additional Recent DTCF Transactions
Duni Corporation and Duni Supply Corporation wholly owned subsidiaries of
has been acquired by
a division of United Medical Corporation has been acquired by
Parkway Mayfair, Inc. an investment vehicle created and led by
Duni AB have been acquired by
Hospital Metropolitano The undersigned acted as exclusive financial advisor to Duni AB
The undersigned acted as exclusive financial advisor to United Medical Corporation
The undersigned acted as exclusive financial advisor to Parkway Products, Inc.
Deloitte & Touche Corporate Finance LLC
Deloitte & Touche Corporate Finance LLC
Deloitte & Touche Corporate Finance LLC
DTCF Aerospace & Defense Update / Q3 06 / Page 2
Industry Trends Aerospace & Defense Industry Trends “After more than a decade of consolidation, portfolio shaping and process improvements, is the aerospace and defense industry beginning to hit its stride?” Such was the question posed by Aviation Week and Space Technology in its ‘2006 Top-Performing Companies’ study, released in July. The study, undertaken in partnership with HOLT (a division of Credit Suisse), Deloitte Consulting LLC (“Deloitte Consulting”) and High Strategy, focused on a variety of metrics to analyze and rank the operating performance of publicly traded aerospace and defense companies.
Aerospace & Defense Industry vs. Dow Jones Industrial Average Indexed Price 170 160 150 140 130 120 110 100 90
The study noted that high marks and improvement in the industry have resulted often from an increased focus on return on invested capital, careful pruning of portfolios, focus on cost control and successful integration of acquisitions. Typically, a focus on increasing return on invested capital can lead companies to steer away from their sometimes past practices of chasing top-line growth objectives at any cost. Acquisitions in recent years of outsourced government service businesses reflect this, for while they are typically lower margin businesses, they require far less capital investment than large, new procurement platforms.
80 70 Sep-05
Dec-05
Jun-06
Sep-06
Aerospace Broad Defense IT
U.S. Crude Oil Spot Prices Weighted by Estimated Import Volume
$ per Barrel 80
According to principals of Deloitte Consulting, good financial and operational discipline, delivering on long-term strategies for profitable growth and relentless attention to continuous improvement are all shared attributes of the leaders of the study. However, while many aerospace companies are showing improved operating results, they remain less efficient when compared to industries such as semiconductors or automobiles. Excess capacity in the industry remains partly to blame, particularly for multi-national European defense contractors.
Mar-06
Dow Jones Industrial Average Defense Maintenance, Repair and Overhaul Source: Capital IQ
70 60 50 40 30 20 10
General Economic Trends Headlining economic news for the quarter, the Federal Open Market Committee broke a three-year trend of 17 straight interest rate increases and held its target for the federal funds rate steady at 5.25% during its August 8th and September 20th meetings. This pause was due in large part to moderating economic growth, reduced inflationary pressures, and a cooling of the housing market. More specifically, the increase in real GDP for the second quarter of 2006 tempered to an annual rate of 2.6% according to final estimates released by the Bureau of Economic Analysis. In its most recent report, the Bureau of Labor Statistics reported the unemployment rate to be 4.6%. Additionally, a slow-down in the sales of automobiles and related parts has helped to keep inflationary woes at bay.
0 Sep-00
Sep-01
Sep-02
Sep-03
Sep-04
Sep-05
Sep-06
Source: Energy Information Administration (WTI - Cushing, OK)
Num ber of Aircraft 2,500
Aircraft Orders and Deliveries1
2,000
1,500
1,000
500
Inflation pressures were further alleviated as crude oil prices declined through the close of the quarter to just over $62 a barrel after peaking at a record $78.40 in July. Curtailed Middle East tensions and a mild start to the hurricane season helped provide relief to the record prices. Feeding off the movement of oil prices and a pause in interest rate hikes, major stock indices rallied to approach record levels near the end of the quarter. Despite nearing its year low in July, the Dow Jones Industrial Average rallied at the end of the third quarter. The index narrowly missed setting a new all-time high close, which was later achieved early in the fourth quarter. Other indices, including the S&P 500 and the Nasdaq Composite, also surged in the later portion of the quarter. The Dow Jones Industrial Average advanced 4.7% during the third quarter, while the S&P 500 and the Nasdaq Composite increased by 5.2% and 4.0% respectively.
0 1999
2000
2002
2003
2004
2005
2
2006E
Commercial Jet Orders Regional Jet Orders General Aviation Source: Jet Information Service, Teal Group, GAMA, Company reports, SpeedNew s 1Commercial
jets include Airbus and Boeing models. Regional jets include Embraer and Bombardier models. Business jets include Cessna, Dassault, Gulfstream, Bombardier and Raytheon models.
2Represents
annualized estimate of most recently available data.
Department of Defense Budget Authority $ Billions $600
$537 $559
$500
In addition to the advancing equity markets, global M&A activity pushed forward in the third quarter with approximately $745 billion in announced deals. This represents an increase of 15.5% over the same period last year, according to Thomson Financial. Private equity investors continue to play an important role in M&A as buyouts flourish in both the middle-market and large cap segments. Thus far, the first nine months have seen more than $460 billion in buyouts, nearly twice that of the same period last year.
2001
$536
$438
$441
$464
$484
$494
$504
$360
$400 $310 $300 $200 $100 $0
2001 2002 2003 2004 2005 2006 2007 2008E 2009E 2010E 2011E RDT&E
Procurement
O&M
Personnel & Other
Supplementals
Source: Department of Defense Budget Authority by Title, Nominal Dollars
DTCF Aerospace & Defense Update/ Q3 06 / Page 3
Highlighted Transactions Deals Announced
U.S. Middle Market M&A Announced Deals No. of Deals
Avg. Val. ($M)
10,000
$75 5,839
6,776
5,575
8,000 4,817 4,316
$68
$63
6,000
$70
$66 $65
$60 4,000
$60 $55
2,000
3,153
3,092
2003
2004
3,382
0
$50 2002 Disclosed Deals
2005
2006E
Undisclosed Deals
• September 11, 2006 – Vneshtorgbank, the second largest Russian statecontrolled bank, bought a 5.02 percent stake in European Aeronautic Defence & Space NV (EADS), worth $913m at the then current share price, making it the largest investor in Europe's leading aerospace and defense group outside the group of core EADS shareholders.
$55
2,242
3,081
• September 19, 2006 – Senior Plc agreed to acquire Aerospace Manufacturing Technologies Inc (AMT) for $110 million (GBP58.7 million) in cash.
Average Size
• September 6, 2006 – Separately, EADS agreed to acquire the remaining 20% stake in Airbus SAS held by BAE Systems Plc for EUR2.75 billion (US$3.5 billion / GBP1.9 billion).
Source: Thomson Financial
U.S. Middle Market M&A Announced Deals EV/EBITDA
No. of Deals
12.0x
250
241 10.5x
10.0x
220
10.7x
10.4x
202 8.0x
• August 24, 2006 – Firearms Training Systems Inc (FATS) entered into an agreement to be acquired by Meggitt Plc's subsidiary Meggitt-USA Inc for $144 million.
190 8.7x
8.5x
160 150
6.0x
152 130 113
4.0x 2002
2003
2004
Average EV/ EBITDA
2005
100
LTM -Sep 2006
Deals w ith Multiples
Source: Thomson Financial
Aerospace & Defense M&A Activity Announced Deals No. of Deals
Average Deal Value ($m m )
240
$800
210
107
180
$600
87 73
150
$374
120 90
44
42 60 $105
• August 14, 2006 – L-3 Communications Holdings Inc, a satellite, marine and avionics communications systems provider, agreed to acquire privately-held Nova Engineering Inc for $45 million in cash plus up to an additional $10 million contingent payout based upon Nova's future financial performance. Nova Engineering makes communication systems for warfare and technology-driven applications.
$400
$239 $197 $200
$205
• August 6, 2006 – Cinven Group Ltd, a London-based private equity firm, agreed to acquire Avio SpA, a manufacturer of aero-engine modules and components, from The Carlyle Group LLC and Finmeccanica SpA for approximately EUR2.57 billion (US$3.31 billion) including debt. • July 28, 2006 – Teledyne Technologies Inc acquired research and development company Rockwell Scientific Co LLC from joint owners Rockwell Automation Inc and Rockwell Collins Inc for $167.5 million in cash.
Deals Closed • September 29, 2006 – Lockheed Martin Corp acquired Pacific Architects & Engineers Inc for an undisclosed cash sum. PAE is a California-based provider of services that support military readiness, peacekeeping missions, nation building activities, personnel recruitment and training and disaster relief services.
30 47
48
115
96
96
2002
2003
2004
2005
2006E
0
$0
Disclosed Deals
Undisclosed Deals
Average Size
Source: Thomson Financial, CapitalIQ, Mergerstat, Factiva
• September 5, 2006 – Ducommun Technologies Inc, a subsidiary of Ducommun Inc, has acquired CMP Display Systems Inc for an undisclosed amount.
Aerospace & Defense M&A Activity Announced Deals EV/EBITDA
No. of Deals 20
16.0x
13.0x
15
13 12 10 10.8x
10.0x
7 9.2x 7.0x
9.9x
5
0
4.0x 2003
• August 17, 2006 – Teledyne Brown Engineering Inc, a subsidiary of Teledyne Technologies Inc, acquired CollaborX Inc for approximately US$17.5 million. CollaborX Inc, based in Colorado Springs, Colorado, provides government engineering services primarily to the US Air Force and select joint military commands.
10 9.6x
9.7x
4
2002
• September 22, 2006 – Avingtrans Plc acquired UK-based B&D Patterns Ltd, a manufacturer and supplier of critical jet engine components to the aerospace industry, for up to GBP10.5 million (US$19.85 million) in cash, stock and deferred consideration.
2004
Average EV/EBITDA
2005
LTM - Sep 2006
Deals with Multiples
Source: Thomson Financial, CapitalIQ, Mergerstat, Factiva
DTCF Aerospace & Defense Update/ Q3 06 / Page 4
• August 3, 2006 – GKN Plc, a manufacturer of automotive drive line systems and engineered products, acquired Stellex Aerostructures Inc, a manufacturer and supplier of integrated aerospace assemblies and precision parts, for an undisclosed price.
Market Snapshot $U.S. in millions Aerospace Broad Aerosonic Corp. Arotech Corp. Astronics Corp. Avcorp Industries Inc. Axsys Technologies Inc. Babcock International Group plc BE Aerospace Inc. Boeing Co. Bombardier Inc. CAE Inc. Ceradyne Inc. Ceramic Protection Corp. Chemring Group plc Cobham plc CPI Aerostructures Inc. Cubic Corp. Curtiss-Wright Corp. Dassault Aviation SA Ducommun Inc. DynCorp International Inc Elbit Systems Ltd. Embraer-Empresa Brasileira De Aeronáutica S.A Esterline Technologies Corp. European Aeronautic Defence & Space Co. NV Finmeccanica SpA First Aviation Services Inc. GenCorp Inc. Goodrich Corp. Hampson Industries plc Harris Corp. HEICO Corp. Herley Industries Inc. Heroux-Devtek Inc. Hexcel Corp. Honeywell International Inc. Innovative Solutions & Support Inc. Irvine Sensors Corp. ITT Corporation K&F Industries Holdings Inc. Kreisler Manufacturing Corp. Ladish Co. Inc. LMI Aerospace Inc. Magellan Aerospace Corp. Meggitt plc Moog Inc. MTU Aero Engines GmbH Northstar Aerospace Inc. Orbit International Corp. Precision Castparts Corp. RAE Systems Inc. Reinhold Industries Inc. Rockwell Collins Inc. Rolls Royce Group plc Safran SA Senior plc Sequa Corp. SIFCO Industries Inc. Smiths Group plc Societe Industrie d'Aviation Latecoere TAT Technologies Ltd. Teledyne Technologies Inc. Textron Inc. Thales TransDigm Group Incorporated Triumph Group Inc. TVI Corp. Ultra Electronics Holdings plc UMECO plc VT Group plc Zodiac SA
Reported Date 07/28/06 06/30/06 07/01/06 06/30/06 07/01/06 03/31/06 06/30/06 06/30/06 07/31/06 03/31/06 03/31/06 06/30/06 04/30/06 06/30/06 06/30/06 06/30/06 06/30/06 12/31/05 07/01/06 06/30/06 12/31/05 03/31/06 07/28/06 06/30/06 03/31/06 07/31/06 05/31/06 06/30/06 03/31/06 06/30/06 07/31/06 04/30/06 06/30/06 06/30/06 06/30/06 06/30/06 07/02/06 06/30/06 06/30/06 06/30/06 06/30/06 06/30/06 06/30/06 12/31/05 07/01/06 06/30/06 06/30/06 06/30/06 07/02/06 06/30/06 06/30/06 06/30/06 06/30/06 12/31/05 06/30/06 06/30/06 06/30/06 01/31/06 12/31/05 12/31/05 07/02/06 07/01/06 06/30/06 07/01/06 06/30/06 06/30/06 06/30/06 03/31/06 03/31/06 02/28/06
Market Cap $22 $17 $125 $38 $181 $715 $1,649 $62,679 $6,109 $2,393 $1,102 $189 $437 $2,038 $26 $523 $1,333 $6,557 $191 $718 $1,227 $7,087 $860 $18,146 $7,442 $26 $713 $5,054 $130 $5,971 $869 $182 $145 $1,325 $33,495 $244 $26 $9,468 $744 $18 $410 $207 $204 $1,354 $1,448 $1,621 $145 $32 $8,557 $178 $41 $9,400 $7,932 $6,524 $172 $1,057 $22 $5,052 $220 $83 $1,362 $11,048 $5,901 $1,089 $684 $70 $705 $215 $842 $2,517
Enterprise Value (EV) $23 $28 $141 $61 $179 $753 $1,943 $65,006 $8,529 $2,583 $1,098 $216 $513 $2,038 $25 $555 $1,685 $4,847 $230 $1,334 $1,393 $7,586 $1,111 $14,237 $9,239 $38 $1,117 $6,597 $191 $6,378 $922 $159 $194 $1,744 $37,792 $182 $41 $10,130 $1,479 $15 $460 $187 $414 $1,668 $1,800 $1,818 $207 $32 $9,584 $155 $39 $9,520 $6,782 $6,971 $247 $1,671 $18 $5,052 $446 $87 $1,399 $18,872 $6,687 $1,993 $895 $64 $736 $241 $857 $4,004
Enterprise Value to: Sales EBITDA
EBITDA Margin
Reported P/E
Aerospace Broad Trading Multiples Enterprise Value/EBITDA
Stock Performance Quarter LTM
0.7x 0.7x 1.5x 0.6x 1.2x 0.9x 2.0x 1.1x 0.6x 2.3x 2.2x 3.6x 3.1x 2.0x 1.2x 0.7x 1.4x 1.4x 0.8x 0.6x 1.1x 1.8x 1.2x 0.4x 0.8x 0.3x 1.7x 1.2x 1.8x 1.8x 2.6x 0.9x 0.7x 1.5x 1.3x 9.0x 1.5x 1.3x 3.7x 0.7x 1.4x 1.6x 0.7x 2.6x 1.4x 0.8x 1.4x 1.3x 2.5x 2.5x 1.1x 2.5x 1.0x 0.8x 0.7x 0.8x 0.2x 1.4x 1.3x 1.3x 1.1x 1.8x 0.7x 4.7x 1.1x 1.9x 2.0x 0.8x 1.2x 1.8x
11.6x N.M. 12.6x N.M. 8.6x 13.2x 13.5x 18.6x 8.6x 12.6x 7.2x 9.8x 15.4x 9.2x N.M. 17.4x 9.0x 10.9x 8.3x 7.9x 9.1x 18.0x 8.9x 3.1x 8.3x N.M. N.M. 7.8x 20.8x 10.7x 12.8x 7.1x 8.5x 9.8x 9.4x N.M. N.M. 9.7x 10.1x 6.3x 9.4x 9.9x 11.2x 10.6x 9.8x 6.1x 10.9x 9.1x 13.3x N.M. 5.4x 12.3x 6.5x N.M. 7.2x 7.5x 9.5x 8.6x 9.5x 9.7x 10.0x 12.1x 6.6x 11.2x 9.4x 8.8x 11.7x 10.4x 9.5x 13.3x
6.1% (14.0%) 11.8% 1.0% 14.1% 6.8% 15.0% 6.2% 6.9% 18.0% 29.9% 36.6% 19.9% 21.2% (2.9%) 3.8% 15.9% 13.0% 10.1% 8.1% 12.0% 10.1% 13.5% 12.4% 9.4% 0.5% 3.1% 14.9% 8.8% 17.1% 20.1% 12.7% 8.6% 15.1% 13.7% (16.9%) (3.9%) 13.4% 36.8% 11.9% 15.2% 16.4% 6.5% 24.4% 14.7% 13.1% 13.3% 14.0% 18.9% 1.8% 19.6% 20.5% 15.4% 2.5% 9.4% 10.6% 2.1% 16.7% 13.2% 13.4% 10.9% 14.8% 9.9% 41.8% 11.8% 22.0% 17.2% 7.9% 12.7% 13.8%
10.9x N.M. 24.5x N.M. 18.2x 21.7x 13.8x 30.5x 45.1x 29.6x 15.8x 16.0x 36.0x 17.3x N.M. 23.6x 17.4x 21.5x 13.7x N.M. 37.3x 26.0x 16.3x 10.5x 10.2x N.M. N.M. 12.3x N.M. 24.9x 29.2x 16.0x N.M. 7.8x 18.0x N.M. N.M. 30.3x 18.0x 15.1x 17.9x 19.7x N.M. 20.3x 17.9x 22.7x N.M. 12.1x 21.7x N.M. 7.6x 21.1x 9.3x N.M. 11.3x 28.2x 30.1x 21.5x 9.1x 23.6x 18.8x 17.6x 17.3x N.M. 18.4x 17.7x 20.3x 16.6x 20.2x 23.2x
(18.1%) (17.8%) 17.7% 18.1% 12.8% 5.7% (7.7%) (3.7%) 12.2% 12.1% (17.0%) (11.8%) 28.3% 8.7% (34.7%) (0.2%) (1.7%) 8.3% 0.8% 21.3% 10.9% 7.7% (18.8%) 1.0% 1.4% (12.6%) (19.9%) 0.6% 8.6% 7.2% 21.0% 10.4% (6.1%) (9.9%) 1.5% 3.3% (34.3%) 3.6% 5.9% (28.2%) (22.9%) 1.6% (11.8%) (2.3%) 1.3% 14.0% 3.2% (2.6%) 5.7% (23.8%) 4.1% (1.8%) 9.4% (6.3%) (3.1%) 15.2% (12.9%) 0.6% (7.6%) 51.5% 20.9% (5.1%) 14.6% 2.0% (11.8%) (39.7%) 8.6% (1.0%) (0.7%) 6.4%
1.7% (81.8%) 63.2% 57.9% (13.3%) 94.8% 27.3% 16.0% 21.6% 21.9% 12.0% 3.3% 141.7% 14.7% (52.9%) 14.4% (1.6%) 15.6% (15.2%) N/A 36.1% 1.7% (10.9%) (23.1%) 6.7% (13.3%) (31.2%) (8.6%) 15.7% 6.4% 47.8% (33.5%) 12.2% (22.6%) 9.1% (6.4%) (49.4%) (9.7%) 12.3% 60.0% 65.6% 136.0% (26.2%) (3.8%) 17.4% 13.6% (18.3%) (28.9%) 18.9% (11.3%) (35.7%) 13.5% 21.3% (11.2%) (6.7%) 59.1% 18.3% (6.5%) (24.4%) 94.4% 14.9% 22.0% (9.4%) N/A 13.9% (46.8%) 12.3% (19.8%) 29.3% (4.7%)
1.5x
10.2x
12.4%
19.9x
(0.1%)
9.4%
1.2x 0.9x 0.9x 1.7x 1.5x 1.0x 1.8x 0.9x 1.7x 1.4x 1.2x 1.0x 0.9x 1.1x 1.1x
9.4x N.M. 7.8x 11.7x 9.8x 11.1x 13.0x 9.9x 12.5x 11.0x 10.5x 9.9x 9.2x 10.6x 8.4x
12.9% (6.2%) 11.7% 14.4% 15.3% 9.4% 13.8% 8.8% 13.9% 12.4% 11.8% 9.9% 9.9% 10.4% 13.2%
18.9x N.M. 25.2x 23.7x 14.4x 19.8x 16.1x 18.3x 24.9x 18.1x 19.9x 17.3x 16.8x 19.1x 15.7x
6.2% (25.2%) (12.9%) (10.0%) 4.6% 6.9% (10.4%) (6.0%) 31.9% 9.5% 3.9% 20.0% 6.3% 7.7% 18.2%
8.6% (27.1%) (22.2%) (18.3%) 33.3% 15.1% (11.5%) (23.8%) 7.7% 19.9% (0.9%) 41.0% 25.2% 26.3% 49.7%
1.2x
10.3x
10.8%
19.2x
3.4%
8.2%
1.2x 0.4x 1.0x 1.2x 1.1x 1.3x 0.2x
10.2x 4.8x 10.9x 9.9x 11.5x 11.7x 5.6x
11.3% 8.3% 9.6% 11.8% 9.7% 10.9% 3.9%
19.6x 11.7x 19.8x 17.9x 20.3x 26.5x 10.7x
(5.7%) (26.7%) 7.0% 1.7% 4.3% 12.9% 1.1%
(9.2%) (37.9%) 25.0% (24.8%) 3.3% (15.3%) (14.0%)
0.9x
9.2x
9.4%
18.1x
(0.8%)
(10.4%)
1.1x 1.0x 5.0x 0.4x 2.2x 0.4x 0.7x
10.3x 6.8x 15.3x N.M. 8.5x N.M. 7.1x
11.0% 14.3% 32.7% (0.1%) 26.2% (3.6%) 10.0%
22.7x 9.7x 25.3x N.M. 20.5x N.M. 9.6x
7.2% (19.2%) 21.6% (19.0%) (1.4%) 17.6% (16.0%)
38.8% (35.3%) 86.4% (61.5%) 12.2% (37.4%) 12.0%
1.6x
9.6x
12.9%
17.6x
(1.3%)
2.2%
13.0x
11.0x
9.0x
Defense Alliant Techsystems Inc. Allied Defense Group Inc. Applied Signal Technology Inc. Argon ST, Inc. Armor Holdings Inc. BAE Systems plc DRS Technologies Inc. EDO Corporation Firearms Training Systems Inc. General Dynamics Corp. L-3 Communications Holdings Inc. Lockheed Martin Corp. Northrop Grumman Corp. Raytheon Co. United Industrial Corp.
07/02/06 09/30/05 07/28/06 07/02/06 06/30/06 06/30/06 06/30/06 06/24/06 06/30/06 07/02/06 06/30/06 06/30/06 06/30/06 06/25/06 06/30/06
$2,812 $99 $176 $531 $2,035 $12,722 $1,754 $466 $80 $28,912 $9,637 $36,478 $23,451 $21,543 $611
$4,005 $100 $158 $465 $2,845 $12,722 $3,633 $565 $137 $31,162 $14,155 $37,879 $27,685 $24,654 $641
Average Defense Defense IT CACI International Inc. Dynamics Research Corp. ManTech International Corp. MTC Technologies Inc. SI International Inc. SRA International Inc. VSE Corp.
06/30/06 06/30/06 06/30/06 06/30/06 07/01/06 06/30/06 06/30/06
$1,685 $92 $1,108 $379 $412 $1,683 $71
$2,029 $115 $1,132 $464 $495 $1,500 $66
Average Defense IT Maintenance, Repair and Overhaul AAR Corp. Global Aircraft Solutions Inc. Hong Kong Aircraft Engineering Co. Ltd. Pemco Aviation Group Inc. Singapore Technologies Engineering Ltd. Timco Aviation Services Inc. Vector Aerospace Corp. Average Maintenance, Repair and Overhaul
10.4x
10.3x
Q4 04
Q1 05
Q2 05
11.0x
10.6x
Q3 05
Q4 05
$875 $39 $18,412 $35 $8,328 $83 $157
$1,061 $44 $17,470 $68 $8,648 $135 $232
10.3x
10.2x
Q2 06
Q3 06
10.0x
10.3x
Q2 06
Q3 06
9.3x
9.2x
Q2 06
Q3 06
5.0x Q1 06
Source: Capital IQ
Defense Trading Multiples Enterprise Value/EBITDA
13.0x
11.0x
9.0x
11.7x 10.5x
10.7x
10.5x
Q4 04
Q1 05
Q2 05
10.1x
10.2x
Q3 05
Q4 05
7.0x
5.0x Q1 06
Source: Capital IQ
Defense IT Trading Multiples Enterprise Value/EBITDA
13.0x
11.0x
12.9x 11.7x
12.3x 11.1x
10.9x 9.8x
7.0x
5.0x Q4 04 Q1 05 Source: Capital IQ
Q2 05
Q3 05
Q4 05
Q1 06
Maintenance, Repair and Overhaul Trading Multiples Enterprise Value/EBITDA 13.0x
11.0x
9.0x
12.1x
12.6x 11.7x 10.8x
05/31/06 06/30/06 06/30/06 06/30/06 06/30/06 06/30/06 06/30/06
11.4x
7.0x
9.0x Average Aerospace Broad
10.3x
10.6x
10.6x
7.0x
9.6x
9.6x
Q2 06
Q3 06
5.0x Q4 04
Q1 05
Q2 05
Q3 05
Q4 05
Q1 06
Source: Capital IQ
Source: Capital IQ
DTCF Aerospace & Defense Update/ Q3 06 / Page 5
Related Content In addition to information regarding the aerospace & defense industry being provided by DTCF, you may be interested in additional events and informational sources available through DTCF and the subsidiaries of Deloitte & Touche USA LLP.
Deloitte Research* Report Global Economic Outlook 2007 Is a crisis imminent, or are things better than we thought? The global economy is currently robust with strong growth in many markets. Yet the global economy is also plagued by serious imbalances that threaten to derail the current strength. Debate rages over how and when these imbalances might be corrected and whether that process will be disruptive or benign. In this report, that debate is examined, future scenarios are considered and suggestions are offered for managing the risks. In addition, the report provides analyses of economic prospects in each major region, discusses threats to globalization and assesses the declining risk of doing business in emerging markets. Read the report (or www.deloitte.com/research).
Deloitte Insights Podcast Deloitte Insights is a complimentary audio news magazine that examines important business issues of the day. Finding a Suitable Match: Why Private Equity Firms are Investing in Mid-Sized Companies Private equity investors are becoming extremely discriminating about where to put their money. Some twenty-seven hundred private equity firms around the world are studying the balance sheets of thousands of mid-sized private companies in hope of finding a good match. Click here to listen to or download the podcast (or www.deloitte.com/us/podcasts).
Report Behind the Curtain: What Mid-Sized Private Companies Need to Know about What Drives Private Equity Investments As a private business executive in a highly active M&A market, shouldn’t you have a better understanding of how private equity investors evaluate private companies? Know confidently how to attract the attention of investors and investment in your business? Understand the key factors of a successful investment? Deloitte & Touche USA, LLP asked 269 private equity senior executives insightful questions to help demystify the private equity investment process for mid-sized, privately held businesses. Access our report to read the key findings (or www.deloitte.com/us/tax).
Dbriefs Webcasts Stay on top of the latest issues and strategies. Deloitte & Touche USA LLP and its subsidiaries offer Dbriefs, live webcasts that provide you with insights on important developments affecting your business. Webcasts are complimentary, 1-hour live sessions; you can participate from the convenience of your office. Financial Executives: Transactions & Business Events Driving Value in Divestitures: Weighing Your Strategic Alternatives and Communicating Value November 7, 2:00 pm ET Presenters: Charles Alsdorf , Ellen Clark , Chris Ruggeri Is now the time to divest all or part of your business? Many factors can impact your decision, and timing is critical. We will describe a general framework to help you regularly assess your business and assets and evaluate alternatives to drive value. We’ll discuss assessing market and competitive conditions, measuring and communicating value, and working with advisors. Learn leading practices for evaluating your strategic alternatives, placing your deal, and measuring and managing the associated risks. To register for this webcast, click here (or www.deloitte.com/us/dbriefs). 2
1
2
Tax Executives: Private Companies Private Company Valuation: Why You Should Consider an Objective Perspective November 16, 2:00 pm ET Presenters: Andy Isgrig , Wendy Sharon There are many reasons to value your closely-held business, including raising capital, succession planning, tax planning, and acquisition or sale. But how do you make the most of it? We’ll discuss the value disconnect, private equity investors, and valuation concepts. Know what factors can make a business valuation most rewarding, and learn how to look at your business from the outside in to maximize your results. To register for the webcast, click here (or www.deloitte.com/us/dbriefs). 1
2
Industries: Manufacturing Can You Really Buy Happiness? Leveraging M&As and Ventures in Mature Manufacturing Sectors December 14, 1:00 pm ET Presenters: Duane Dickson , Kevan Flanigan Manufacturing M&A markets are hot, but are acquisitions the right long-term growth vehicle for your business or just a quick way to boost the bottom-line? We’ll provide an overview of the M&A landscape and alternatives to M&A, discuss the make versus buy debate and successful deal execution. Discover key benefits and pitfalls of using M&A as a strategic tool for growth and strategies for managing the growth process more effectively. To register for the webcast, click here (or www.deloitte.com/us/dbriefs). 3
1
Article The Rise of the Carve-Out An article from The Deal Carve-outs, which involve the divestiture of a business unit or product line from a parent company to establish a stand-alone company, have become an increasingly appealing type of transaction for private equity firms. In an article appearing in The Deal, professionals from Deloitte Consulting LLP's Merger and Acquisition practice discuss the rise of the private equity carve-out, some of the reasons for buyer and seller appeal, and offer suggestions for how to overcome some of a carve-out’s unique set of challenges and risks. Read the article (or www.investmentbanking.deloittte.com).
Deloitte & Touche Corporate Finance LLC Quarterly M&A Industry Updates Interested in receiving additional DTCF Consumer Business or Manufacturing industry updates? Click here to subscribe, or visit www.deloitte.com/us/subscriptions. Select the appropriate boxes, and fill in your information at the bottom of the page. 1
Deloitte & Touche Corporate Finance LLC; 2 Deloitte Financial Advisory Services LLP; 3 Deloitte Consulting LLP. * Deloitte Research, part of Deloitte Services LP, identifies, analyzes, and explains the major issues driving today’s business dynamics and shaping tomorrow’s global marketplace. Deloitte Services LP is a subsidiary if Deloitte & Touche USA LLP
DTCF Aerospace & Defense Update/ Q3 06 / Page 6
Deloitte & Touche Corporate Finance LLC Deloitte & Touche Corporate Finance LLC (DTCF) is a wholly owned subsidiary of Deloitte Financial Advisory Services LLP. DTCF provides deal execution and lead financial advisory services to large corporate, middle market, private equity and venture capital firms. DTCF, Deloitte Financial Advisory Services LLP and their affiliates maintain a presence in key U.S. financial centers. For additional information or to find out more about how DTCF can assist the deal initiation and execution process, please contact one of our DTCF Managing Directors: National Managing Director Bob Coury (313) 396-3811
[email protected] Business Development Manager Jerry Abbott (313) 396-3356
[email protected]
Ellen Clark (313) 396-2682
[email protected]
Peggy Maloney (212) 436-5055
[email protected]
Kevan Flanigan (213) 688-6560
[email protected]
Kevin McFarlane (213) 553-1423
[email protected]
Will Frame (312) 486-4458
[email protected]
Peter Rozsa (212) 436-3891
[email protected]
Simon Gisby (212) 436-2495
[email protected]
Brenda White (212) 436-4624
[email protected]
For additional information on members of the aerospace and defense team of Deloitte Consulting LLP and it affiliates, please contact: Jim Schwendinger National Managing Director Aerospace & Defense Deloitte Consulting LLP (512) 226-4714
[email protected]
Andrew Isgrig (312) 486-4160
[email protected]
Corporate Finance Practices of DTT Member Firms and Affiliates* DTCF and the corporate finance practices of the member firms of Deloitte Touche Tohmatsu (DTT) or their affiliates are able to work together to provide industry-specific experience and execution capabilities to assist in the completion of M&A advisory assignments around the globe. Europe* • Austria • Belgium • Central Europe • Denmark • France • Finland • Germany • Greece North America*
• Israel • Italy • Netherlands • Norway • Portugal • Spain • Russia • United Kingdom Asia Pacific*
• Canada • Mexico • United States - Chicago - Detroit - Los Angeles - New York
• Australia • China • India • Indonesia • Japan • Malaysia • New Zealand • Philippines • South Korea • Taiwan • Thailand South America* • Argentina • Brazil • Chile
Africa* • South Africa
* In all office locations outside the United States listed above, corporate finance services are offered by the DTT member firm of the applicable country or an affiliate thereof. DTCF works closely with these DTT member firms or their affiliates to give clients access to global investment banking coverage. Each of the DTT member firms is a separate and independent legal entity. DTCF Aerospace & Defense Update/ Q3 06 / Page 7
This newsletter is a periodic compilation of certain completed and announced merger and acquisition activity. Information contained in this newsletter should not be construed as a recommendation to sell or a recommendation to buy any security. Any reference to or omission of any reference to any company in this newsletter should not be construed as a recommendation to sell, buy or take any other action with respect to any security of any such company. We are not soliciting any action with respect to any security or company based on this newsletter. This newsletter is published solely for the general information of clients and friends of Deloitte & Touche Corporate Finance LLC. It does not take into account the particular investment objectives, financial situations, or needs of individual recipients. Certain transactions, including those involving early stage companies, give rise to substantial risk and are not suitable for all investors. This newsletter is based on information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. Prediction of future events is inherently subject to both known and unknown risks, uncertainties and other factors that may cause actual results to vary materially. We are under no obligation to update the information contained in this newsletter. We and our affiliates and related entities, partners, principals, directors, and employees, including persons involved in the preparation or issuance of this newsletter, may from time to time have “long” or “short” positions in, and buy or sell, the securities, or derivatives (including options) thereof, of companies mentioned herein. The companies mentioned in this newsletter may be: (i) investment banking clients of Deloitte & Touche Corporate Finance LLC or (ii) clients of Deloitte & Touche USA LLP and its related entities. The decision to include any company for mention or discussion in this newsletter is wholly unrelated to any services that Deloitte & Touche Corporate Finance LLC may provide or to any audit or other services that any of its affiliates or related entities may provide to such company. No part of this newsletter may be copied or duplicated in any form by any means, or redistributed without the prior written consent of Deloitte & Touche Corporate Finance LLC.
About Deloitte Deloitte refers to one or more of Deloitte Touche Tohmatsu, a Swiss Verein, its member firms and their respective subsidiaries and affiliates. Deloitte Touche Tohmatsu is an organization of member firms around the world devoted to excellence in providing professional services and advice, focused on client service through a global strategy executed locally in nearly 150 countries. With access to the deep intellectual capital of approximately 135,000 people worldwide, Deloitte delivers services in four professional areas—audit, tax, consulting and financial advisory services—and serves more than one-half of the world’s largest companies, as well as large national enterprises, public institutions, locally important clients, and successful, fast-growing global growth companies. Services are not provided by the Deloitte Touche Tohmatsu Verein, and, for regulatory and other reasons, certain member firms do not provide services in all four professional areas. As a Swiss Verein (association), neither Deloitte Touche Tohmatsu nor any of its member firms has any liability for each other’s acts or omissions. Each of the member firms is a separate and independent legal entity operating under the names “Deloitte”, “Deloitte & Touche”, “Deloitte Touche Tohmatsu” or other related names. In the US, Deloitte & Touche USA LLP is the US member firm of Deloitte Touche Tohmatsu and services are provided by the subsidiaries of Deloitte & Touche USA LLP (Deloitte & Touche LLP, Deloitte Consulting LLP, Deloitte Financial Advisory Services LLP, Deloitte Tax LLP and their subsidiaries), and not by Deloitte & Touche USA LLP. The subsidiaries of the US member firm are among the nation's leading professional services firms, providing audit, tax, consulting and financial advisory services through nearly 30,000 people in more than 80 cities. Known as employers of choice for innovative human resources programs, they are dedicated to helping their clients and their people excel. For more information, please visit the US member firm’s web site at www.deloitte.com/us. All investment banking products and services within the United States are offered exclusively through Deloitte & Touche Corporate Finance LLC. Deloitte & Touche Corporate Finance LLC is a wholly owned subsidiary of Deloitte Financial Advisory Services LLP.
Copyright © 2006 Deloitte Development LLC. All rights reserved.