Prepared for American Institute of Aeronautics and Astronautics – Enterprise Chapter of Los Angeles Section
January 26, 2010
Aerospace & Defense 2010 : Back in Black?
2
Welcome
With all the news lately about the subzero weather and snow that the midwest and east coast are experiencing, we shouldn't forget that Southern California has its share of devastating weather also.
Below is a photo illustrating the excessive damage caused to a home from a west coast storm that passed through the Los Angeles area last week.
33
Full Service Investment Bank
National Presence
Leading Advisory Firm
Comprehensive Sales & Trading Capabilities
Firm Overview
Investment BankingInvestment Banking Institutional Sales & Trading
Institutional Sales & TradingResearchResearch
Mergers & AcquisitionsMergers &
Acquisitions RestructuringRestructuringFinance Finance Equity Equity Fixed Income Fixed Income Equity Equity Fixed Income Fixed Income
(over 170 employees)
Imperial Capital is a nationally recognized full service investment bank with an integrated platform
Boston
Los Angeles
New York
Imperial Capital
San Francisco
Houston
Minneapolis
44
Investment BankingInvestment Banking
Equities
Leading trader of middle market equity securities
$10 to $150 million transaction size
Public equity / PIPEs
Preferred stock
Equity Linked / Hybrid Securities
Convertible debt / preferred
Subordinated debt
Fixed Income
$25 to $500 million transaction size
Private or public
Asset or cash-flow based
Small high yield / stressed financings
Sellside advisory
Buyside advisory
Board advisory / Strategic alternatives
Public and private companies
Deep Industry knowledge
Strong auction process
Extensive advisory experience combined with capital markets distribution capabilities
Represent
Debtors
Secured / unsecured creditors
Equity
Committees
Acquirers (companies, assets, claims and securities)
In- and out-of-court services
Extensive expert testimony experience
Public or private situations
Broad range of transactions or securities covered
Industry GroupsIndustry Groups
Restructuring & RecapitalizationRestructuring & RecapitalizationMergers & AcquisitionsMergers & AcquisitionsCorporate financeCorporate finance
Valuations & Fairness OpinionsValuations & Fairness Opinions
Energy / Power
Financial Services
Gaming & Leisure
General Industrial
Healthcare
Media
Aerospace & Defense
Business Services & Technology
Consumer
Real Estate
Security
Transportation
4
Imperial Capital
5
Financial Advisor to AerSale
Equity Investment by Leonard Green & Co.
January 2010
$230,000,000
Recent Engagements
This announcement is not an offer to sell or a solicitation of an offer to buy the securities of these companies. This announcement appears as matter of record only. Any investments that are offered through Imperial Capital, LLC., registered broker dealer and member of NASD and SIPC, are not FDIC insured.
Imperial Capital
Restructuring Advisor to the Company
2009
(NASDAQ: CRDN)
Financial Advisor to the Seller
June 2009
Has Been Acquired by:
Has Been Acquired
Financial Advisor to the Buyer
Pending
AVIATION AFTERMARKET PARTS COMPANY
6
Current U.S. Economic Conditions
40
60
80
100
120
1/98 1/99 1/00 1/01 1/02 1/03 1/04 1/05 1/06 1/07 1/08 1/09
Expectations
(800,000)
(600,000)
(400,000)
(200,000)
0
200,000
1/08 3/08 5/08 7/08 9/08 11/08 1/09 3/09 5/09 7/09 9/09 11/09
2.0%
4.0%
6.0%
8.0%
10.0%
1/98 1/99 1/00 1/01 1/02 1/03 1/04 1/05 1/06 1/07 1/08 1/09
Unemployment Rate
Consumer Sentiment Index
Monthly Change in Non-Farm Payrolls
Decline of 741,000 jobs is the highest number since 1949
October 2009 Unemployment reached a 25-year high at 10.2%
Unemployment Rate
Source: University of Michigan Source: U.S. Department of Labor
Source: U.S. Bureau of Labor
November 2008 Consumer Confidence lowest level since 1980 at 55.3
U.S. Personal Savings Rate (NIPA)
Source: Bureau of Economics Analysis
(3.0%)
0.0%
3.0%
6.0%
9.0%
12.0%
12/69 12/74 12/79 12/84 12/89 12/94 12/99 12/04 12/09
Q2 2009 at 10-year high of 5.4%
Economy and Financing
7
$4.9 $3.9 $2.2
$9.5
$24.2
$16.0$12.5
$10.6
$20.1$19.7 $18.6 $17.5$14.5
0
10
20
30
40
50
Jan-09 Mar-09 May-09 Jul-09 Sep-09 Nov-09 Jan YTD$0$5$10$15$20$25$30$35
$ Value Number of Deals
50
60
70
80
90
100
Oct-08 Dec-08 Feb-09 Apr-09 May-09 Jul-09 Sep-09 Nov-09 Jan-10
Merrill Lynch U.S. High Yield II Index High Yield Weekly Fund Flows
($80
.0)
$375
.0$7
89.9 $979
.8$6
80.8
$539
.7$6
44.1
$435
.4$8
22.4
$981
.0$3
68.0 $6
22.7 $9
18.0
$566
.9$3
58.5
($11
0.1)
$385
.0$3
28.9
$98.
2$9
8.2
$721
.5$7
21.5
$613
.0$6
13.0
$713
.0$7
13.0
($89
.9)
($89
.9)
$350
.7$3
50.7
$283
.5$2
83.5
$223
.0 $414
.0$3
17.0
$122
.6$4
84.0
$237
.0$3
29.4
$207
.0$2
6.3
$346
.0
$189
.0$1
84.0
$324
.0$4
15.0
$388
.0$3
47.0
$288
.0$7
34.0
$554
.0
$359
.6
$688
.6$6
88.6
($1,000)
$0
$1,000
$2,000
May-09 Jul-09 Nov-09 Jan-10
Source: Prospect News, High Yield Daily. Source: AMG Data Source. Excludes funds which report flows monthly, which represents significant incremental funds flows.
Source: Prospect News, High Yield Daily.
Leveraged Loan Pricing LevelsHigh Yield Weekly New Issue Volume# of Deals ($ in billions)
($ in billions of funds flows YTD)
Economy and Financing
3%
4%
5%
6%
7%
8%
Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09
Yiel
d
70
75
80
85
90
95
Bid Price
BB-/Ba3 B+/B1 B/B2 LCD Flow Names (Bid)
Source: S&P LCD Weekly; Denotes yield to maturity based on the S&P/LSTA Leveraged Loan Index
There were $554 million of fund inflows during the week ended Jan 20ML HY Index traded down 0.7% to 96.64 for week ended Jan. 22, yielding 8.71%
8
Historical Gross Orders and Deliveries – 1983 to 2009
Its Not Different This Time, But it is Worse
Historical Orders and Deliveries
Source: The Airline Monitor, Aerospace Market News and Imperial Capital Estimates
(in billions)Recession Recession RecessionRecession Recession
0
700
1,400
2,100
2,800
3,500
'83 '88 '93 '98 '03 '08
Gro
ss O
rder
s / D
eliv
erie
s
500
1,000
1,500
2,000
2,500
3,000
Wor
ld R
PMs
Gross Orders Deliveries World RPMs
9
0
160
320
480
640
Jan
'07
Apr
'07
Jul '
07
Oct
'07
Jan
'08
Apr
'08
Jul '
08
Oct
'08
Jan
'09
Apr
'09
Jul '
09
Oct
'09
2010
2011
2012
2013
Gro
ss O
rder
s / D
eliv
erie
s
2,200
2,500
2,800
3,100
3,400
Wor
ld R
PMs
Gross Orders Deliveries
Monthly Gross Orders and Deliveries – 2008 to 2011
The Great Recession and The Paradigm Shift
Monthly Orders and Deliveries
Source: The Airline Monitor and Aerospace Market News (1) Based on a sample set of approximately 65% of the world.
(in billions)
2,803 2,8062,879
3,270
2008 Expected World GDP Growth (3.0%) x 1.3
New Expected World GDP Growth (2.0%) x 1.3
2,598
Annual World RPMs
10
U.S. Airlines Revenue Passenger Miles vs. Change in Non-Farm Payroll – 12 Mo. Moving Avg.
Spare Parts, Lease Rates, Aircraft Values – It’s All About Jobs
35
40
45
50
55
60
65
70
75
80
U.S.
Airl
ines
RPM
s
(500)
(400)
(300)
(200)
(100)
0
100
200
300
400
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Chan
ge in
Non
-Far
m P
ayro
ll
Change in Non-Farm Payroll - 12 Mo. Moving Average RPMs - 12 Mo. Moving Average
6 Month Lag
Source: U.S. Bureau of Labor Statistics and Bureau of Transportation Statistics and the Airline Monitor
(in billions) (in thousands)
U.S. RPMs and Non-Farm Payroll
Employment RPMs Seats
11
(100.0%)
0%
100%
200%
300%
400%
500%
% R
etur
n ov
er S
&P 5
00
0
600
1,200
1,800
2,400
3,000
3,600
1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
Com
mer
cial
Airc
raft
Gro
ss O
rder
s
Commercial Aircraft Gross Orders Aerospace Index Return over S&P 500
Aerospace Index Return over S&P 500 vs. Commercial Aircraft Gross Orders
Source: CapIQ and The Airline Monitor Note: Aerospace Index includes AAR Corp., BE Aerospace, Curtiss-Wright Corp., Esterline Technologies, Goodrich, Moog, Precision Castparts, Rockwell Collins, Teledyne Technologies, and Triumph Group.
For Investors, Anticipate the Trough
TT
T?
Relative Total Return and Orders
Order Uncertainty
12
0% 20% 40% 60% 80% 100%
MOGAIRCW
BEAVLMIADCOPCPNAS
WGOVTGI
ESLGR
TDYLDSH
COLMGGT
SPRHEI
TDGCAELMT
BANOC
GDLLLUTXRTN
% of 52-Week High
Share Price Performance
Source: Bloomberg and CapIQ.
0% 20% 40% 60% 80% 100%
MOGNAS
LDSHLMIA
BEAVDCO
WGOVCWTDYESLSPR
MGGTTGIAIR
COLPCPHEIGR
TDGCAELMT
BANOC
GDLLL
RTNUTX
% of 104-Week High
Aerospace Suppliers Prime Contractors
13
10.5x
9.2x 9.1x
8.4x 8.3x8.0x 7.9x
7.2x 7.1x 7.1x
6.3x 6.1x 6.0x 5.9x5.5x
4.4x3.9x
8.3x
7.0x 7.0x 6.9x6.6x
6.1x5.7x 5.5x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
HE
I
TDG
BE
AV
CO
L
LDS
H
PC
P
MO
G
CW GR
TDY
ES
L
SP
R
TGI
AIR
LMIA
DC
O
NA
S
UTX BA
LLL
CA
E
GD
RTN
LMT
NO
C
TEV
/ CY
201
0E E
BITD
A
Total Enterprise Value / CY 2010E EBITDA
Forward Multiples
Source: Bloomberg and CapIQ.
Aerospace Suppliers Prime Contractors
14
7
10
12
6
18
13
16
19
12
7
9
5
$0
$100
$200
$300
$400
$500
$600
$700
Q1 '07 Q2 '07 Q3 '07 Q4 '07 Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09 Q2 '09 Q3 '09 Q4 '090
3
6
9
12
15
18
21
Volume Deal Value
14
($ in millions)
Deal Value Volume
Source: Capital IQ Middle market deals valued below $100 million.
M&A Trends – Smaller Transactions
The Uncertain Outlook Now Dominates all Discussions
(1)
Announced Middle Market Aerospace M&A Deals Under $100 million
Total # of Deals: 134 Average Deal Value: $23.1 million
15
8
3
2 2
6
4
3 3
1
0
2
4
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
Q1 '07 Q2 '07 Q3 '07 Q4 '07 Q1 '08 Q2 '08 Q3 '08 Q4 '08 Q1 '09 Q2 '09 Q3 '09 Q4 '090
2
4
6
8
10
12
Volume Deal Value
15
($ in millions)
Deal Value Volume
Source: Capital IQ Middle market deals valued above $100 million and below $1 billion.
M&A Trends – Larger Transactions
Financing Driven Decline
(1)
Announced Middle Market Aerospace M&A Deals Between $100 million and $1 billion
Total # of Deals: 38 Average Deal Value: $307.8 million
16
$93 $105 $107 $111 $116 $149 $163
$549
$117 $128 $144 $145 $152 $167$158
$186$11 $9
$12 $13$21
$24$23
$144 $140$144 $147 $156
$177$184
$162
$0 $4
$79$6
$16
$114$159
$98
$10
$96$98
$0
$100
$200
$300
$400
$500
$600
$700
$800
2003 2004 2005 2006 2007 2008 2009 2010 2011E
Military Personnel Operations & Maintenance Family Housing & Facilities Strategic Modernization Supplementals
Department of Defense Budget($ in billions)
George Obama
DoD Budget with Supplemental Spending
$364.8
$480.5
$416.5$448.8
$579.2$611.1
$378.7
$647.8
$708.0 (1)
Source: DoD Budget and Estimates. (1) 2011 Estimate from Bloomberg News, January 22, 2010.
17
$0
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
$1,600,000
FY05 FY06 FY07 FY08 FY09 FY10
Cost
per
Tro
op
0
15,000
30,000
45,000
60,000
75,000
90,000
105,000
120,000
Num
ber
of T
roop
s
Cost Per Troop Number of Troops
Historical and Projected Cost per Troop in Afghanistan
Cost per Troop in Afghanistan
Defense Industry Outlook
Source: Center for Strategic and Budgetary Assessments, December 2009.
18
$0
$100,000
$200,000
$300,000
$400,000
$500,000
$600,000
$700,000
$800,000
FY05 FY06 FY07 FY08 FY09 FY10
Cost
per
Tro
op
0
30,000
60,000
90,000
120,000
150,000
180,000
210,000
240,000
Num
ber
of T
roop
s
Cost Per Troop Number of Troops
Historical and Projected Cost per Troop in Iraq
Cost per Troop in Iraq
Defense Industry Outlook
Source: Center for Strategic and Budgetary Assessments, December 2009.
19
Conclusion
Value Drivers
787 content
Composite structures capability and capacity
Military helicopters
F-35 content
Short term leases of good, used aircraft
PMA parts
ISR capability and capacity
UAVs
C-Series
Lean
Strong balance sheets
Value Destroyers
Biz Av
Small regional jets
Sharing A380 risk
A400M content
Long term leases of new aircraft
Airframe heavy maintenance
Anything over-budget and behind schedule
Customer concentration
Denial
High costs
Leverage on a cyclical business
21
5,500
6,000
6,500
7,000
7,500
8,000
Dec'08
Jan'09
Feb'09
Mar'09
Apr'09
May'09
Jun'09
Jul'09
Aug'09
Sep'09
Oct'09
Nov'09
Dec'08
Fleet Statistics
Aircraft OrdersLarge Commercial Jet Backlog Large Commercial Jet Program Backlogs
The Firm Engine Order Book The Order Intake in 2009
0
500
1,000
1,500
2,000
2,500
737
A32
0
787
A35
0
A33
0
A31
9
777
A32
1
A38
0
747
767
A31
8
A34
0
12,000
12,500
13,000
13,500
14,000
14,500
Dec'08
Jan'09
Feb'09
Mar'09
Apr'09
May'09
Jun'09
Jul'09
Aug'09
Sep'09
Oct'09
Nov'09
Dec'08
0
50
100
150
200
250
737
A32
0
A33
0
A31
9
777
A35
0
A32
1
787
767
747
A38
0
A31
8
A34
0
Source: Aerospace Market News
22
0
200
400
600
800
1,000
99 00 01 02 03 04 05 06 07 08 09
Fleet Statistics
Aircraft DeliveriesAnnual Deliveries of Large Commercial Jets Annual Large Civil Engine Deliveries
Monthly Aircraft Deliveries in 2009 Major Program Deliveries in 2009
0
500
1,000
1,500
2,000
2,500
98 99 00 01 02 03 04 05 06 07 08 09
0
25
50
75
100
125
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec0
100
200
300
400
500
737 A320A319 777 A320A330 767 A340A380 747 A318Source: Aerospace Market News
2424
Michael McManusManaging Director
Los Angeles
Michael McManus serves as Managing Director in the Los Angeles Office
Prior to joining Imperial in 2007, Mr. McManus served as Managing Director with USBX, Inc. While with USBX, Mr. McManus focused on such industries as security and government information technology services. In addition, Michael’s experience includes founding SmallCap Corporate Advisors, LLC where he brought bulge bracket investment banking expertise to smaller companies that were underserved by large investment banks. Prior to this, Mr. McManus was with Jefferies Quarterdeck in both the Los Angeles and Washington D.C. offices. While with Jefferies, Mr. McManus focused on the aerospace, defense and government services sectors and specialized in public company merger, acquisition and financing transactions. Michael has also worked for CIBC World Markets and Donaldson, Lufkin & Jenrette. During his five years with DLJ, he gained broad experience with all product and advisory skill sets. Additionally, while with DLJ in London, Mr. McManus co-founded the European sell-side practice to focus on cross border, middle market sell-side transactions.
Prior to attending business school, Mr. McManus served in the U.S. Army for over seven years, in various capacities including Tank Platoon Leader and Headquarters Company Executive Officer. Mr. McManus received a Bachelor of Science degree in Computer Science from the United States Military Academy at West Point and an M.B.A. with distinction (top 10%) from the S. C. Johnson Graduate School of Management at Cornell University. Michael is also an FAA licensed private pilot with an interest in aerobatics.
Robert WagnerManaging Director
Los Angeles
Bob Wagner serves as a Managing Director in the Los Angeles Office
Prior to joining Imperial Capital in 2009, Mr. Wagner co-founded the Aerospace and Defense practice at Wachovia Securities where he led numerous buy-side and sell-side M&A advisory assignments and capital raising transactions for a broad range of aerospace and defense industry suppliers and prime contractors over the period from late 1999 through 2008. Key clients over this period of time included Armor Holdings, DRS Technologies, EDO Corporation, LMI Aerospace, Aeroturbine, Esterline Technologies, Gencorp and Orbital Sciences. Financing transactions included syndicated bank loans, 144A high yield bonds and convertible notes and underwritten common equity offerings. Prior to joining Wachovia, Mr. Wagner spent over 10 years with CIBC in New York and Los Angeles focusing on leveraged finance, sponsor focused, pre-workout recapitalization transactions and other domestic and international corporate finance transactions.
Mr. Wagner earned his M.B.A. from the University of Southern California and a Bachelor’s degree in Engineering from California State University, Northridge.
Team Biographies & Contact Information
2525
Robert WagnerManaging DirectorOffice: (310) 246-3624Email: [email protected]
Team Biographies & Contact Information
Michael McManusManaging DirectorOffice: (310) 246-3702Email: [email protected]
Los Angeles
2000 Avenue of the Stars9th Floor, South TowerLos Angeles, CA 90067Office: (310) 246-3700Toll Free: (800) 929-2299Fax: (310) 777-3700
Boston
101 Arch StreetSuite 1762Boston, MA 02110Office: (617) 478-7600Toll Free: (888) 478-9696Fax: (617) 478-7615
San Francisco
55 2nd StreetSuite 1950San Francisco, CA 94105Office: (415) 615-4000Toll Free: (877) 615-4040 Fax: (415) 615-4090
New York
485 Lexington Avenue28th FloorNew York, NY 10017Office: (212) 490-0004Toll Free: (800) 371-7087Fax: (212) 490-5884
Houston
1600 Smith StreetSuite 4250Houston, Texas 77002Office:(713) 490-3860Fax: (713) 490-3867
Minneapolis
60 South Sixth StreetSuite 3770Minneapolis, MN 55402Office: (612) 333-0130Fax: (612) 333-0122