Confidential
Investing in Aerospace Companies in the Lower-Middle-Market … a Shifting Landscape
Tim Grein October 26, 2018
Lower-Middle- Market a Shifting Landscape Tim Grein October 26, - - PowerPoint PPT Presentation
Investing in Aerospace Companies in the Lower-Middle- Market a Shifting Landscape Tim Grein October 26, 2018 Confidential Agenda Background & Experience What are an Investors Objectives? Aerospace OEM Landscape Defense
Confidential
Tim Grein October 26, 2018
2 Confidential
Disclaimers: 1. These are purely my views, based on my experience and interpretation of the data 2. I will focus on the areas I know best – commercial aerospace & private equity 3. I don’t have a staff to prepare this for me, so my apologies for the basic presentation 4. References: Virtually everything in here came from somewhere else… my apologies from not having everything perfectly referenced to the original author
Confidential 3
Company Role Length of Time Reason for Departure US Army
5 Years Career change GE Power Systems
generation equipment/technology 4 Years Desire to shift to PE role; went to business school Avery Weigh- Tronix
new PE owner 1 Year Successful sale of the company; moved to new PE firm Platte River Equity
and industrial service investments
companies developing and executing strategy and operational improvements 10 Years Response to shifting industry & investing landscape Walbar Engine Components
2 Years + No plans to leave…
Confidential 4
Strategic Buyer …. 1 + 1 = 3+ The Private Equity (PE) Buyer … Buyer Low, Sell High
▪ Strategic Buyers seek acquisitions for many reasons: ▪ Exit / Sale of the company is not typically in their analysis
The focus of my remarks will be from the perspective of the PE Buyer / Investor
▪ Every PE Investment is made with an Exit in mind ▪ PE Fund structure is typically 10 years ▪ Most PE buyers claim to have a system to find the “proprietary” deal, but few exist ▪ There are multiple strategies to attempt to achieve desired returns ▪ Employ their Industry knowledge to “time” the market, or invest through cycles ▪ Buy-and-build – “pay-up” for a platform company and buy/integrate smaller companies at lower multiples ▪ Focus on “Value Creation” by implementing a firm’s “playbook,” or by employing Operating Partners to drive change ▪ Financial engineering through use of maximum leverage
Reason for Acquisition Growth Objectives Cost Synergies Acquire Technologies
Response to Competition Access New Markets Economies of Scale
5 Confidential
Airframe OEMs Engines / Propulsion Military Aircraft Missiles Space Large Commercial Regional Jets General Aviation
Confidential 6
Positive Outlook for Defense Spending Global Defense Spending Projected to Remain Strong US DoD Funding is Strong & Steady
▪ International demand for defense and military products is increasing in the Middle East, Eastern Europe, North Korea and the East and South China Seas ▪ In the US, the largest budget increases went to areas
▪ Notably, increases from FY17 to FY19: ▪ Ground Forces (+59%) ▪ Space Systems (+48% in unclassified accounts) ▪ Missiles & Munitions (+32%), including missile defense and strategic nuclear deterrence ▪ RDT&E overall (+24%) ▪ The key for growth is being tied to the right programs that already have long-term funding ▪ F-35 ▪ UAVs ▪ Various missile programs ▪ Ground force modernization initiatives ▪ B-21 LRS bomber ($2.3bn) ▪ Columbia-class submarine ($3.7bn)
7 Confidential
▪ Unprecedented historical backlog extending for 7+ years, ▪ Continued strength driven by new, energy efficient aircraft and emerging market demand ▪ Industry is dominated by large, well-capitalized aircraft manufacturers (Boeing & Airbus) and a small group of engine OEMs ▪ If you focus on specific aircraft platforms, you can see a clear path to growth ▪ End Markets have balanced global exposure (significant sales to ME & Asia) ▪ Historically, the industry was very fragmented and there were many attractive target companies where predictable margins could be achieved
1,000 1,500 2,000 2,500 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
Boeing & Airbus Build Rate Forecast
A380 A350 A340 A330 A320 B787 B777 B767 B747 B737
Huge Industry Backlog Narrowbody Aircraft Drive the Market Aerospace Valuations have Outperformed
Today’s commercial air transport fleet of ~28,000 aircraft are dispersed throughout the world and the backlog is equally as distributed Questions:
compromise the backlog?
8 Confidential
▪ The airframe duopoly (Boeing & Airbus) is extending their reach: ▪ Airbus agreed to buy a 50.0% stake in the Bombardier CSeries program ▪ Boeing formalizing ties with Embraer ▪ Boeing and Airbus both continue to seek to vertically integrate (after years of pushing outsourcing) ▪ Boeing pursuing the airframe services market, building on their 2006 acquisition of Aviall ▪ A fragmented supply base responding with rapid consolidation to counter the strength of the OEMs ▪ UTC’s (owner of Pratt & Whitney) $30.0 billion acquisition of avionics leader Rockwell Collins ▪ Safran’s acquisition of interior business Zodiac ▪ Precision Castparts long-running acquisition history prior to its acquisition by Berkshire Hathaway ▪ ARCONIC’s multi-year acquisition spree (and rumors of a PE buyout) ▪ Private equity firms have aggressively tried to consolidate the supply base with multiple buy-and-build strategies, particularly in component manufacturing and support services ▪ This has led to a healthy M&A environment within the A&D sector for both Strategic and PE Buyers
9 Confidential
Five Forces 2000 - 2012 Emerging Threats: 2012 - Present Threat of New Entrants
are expensive and difficult to maintain
(composites, AM, electric motors, etc.)
skilled labor
Buyer Power
maintained, there is no strong motivation to move the work
Embraer, Airbus and Bombardier) and Tier 1s
reduction targets throughout supply base Supplier Power
OEM customers provide protection for suppliers
few large players
raw material suppliers (PCC, Arconic, CPP)
from OEM suppliers. There is no flexibility
1/2s to take over full inventory control Treat of Substitution
and time consuming
accelerated approval processes (AM parts flying
Competitive Rivalry
perpetuity if quality and delivery performance are maintained
“should costs” and drive their suppliers to very thin margins
Takeaway: With the changing landscape, many aerospace companies have become less attractive at the same time that PE interest continues to increase
Confidential 10
Declining Returns to LPs Driven by Competition for Deals PE Fundraising Near All-Time Highs Competition for Deals has Driven Increase in PP Since 2006, Majority of Funds have Underperformed ▪ As of January, 2018, a record 2,296 PE funds were active in the market ▪ “Dry powder” at record levels - $628 billion (2017) ▪ “Firms are having a tougher time finding deals that meet their performance criteria.” (BCG) ▪ EBITDA Multiples and leverage continues to increase ▪ PE Firms rationalize their behavior by suggesting investors are indifferent:
▪ “Investors are willing to accept slightly lower returns.” ▪ “In private equity, you’re trying to get 20 or 30 percent annualized rates
not unusual to think that people in my business can yield annualized net returns after fees of 15 percent or so per annum. ” David Rubenstein, Carlyle Group Co-Founder
equivalents in the public markets
are slowing
Confidential 11
US Deal Flow on Track for a Record Year PE Fund Sizes Continue to Grow Increasingly, PE Funds Buy and Sell to Each Other Is PE Exit Activity Slowing?
Confidential 12
PE Needs to Invest Capital to Stay in Business The reaction is Not Ideal for Investors
▪ Typical Fund structure provides fixed time constraints (usually with 1-2 year extensions) ▪ 10-year Fund commitments ▪ 5-year “Investment Period” ▪ 5-year “Harvest Period” ▪ Management Fee declines after Investment Period ▪ During Investment Period, the 2% Management Fee is calculated on committed capital ▪ During Harvest Period, the Management Fee is calculated only on invested capital ▪ 20% “Carried Interest” only has value if the PE Firm can generate returns above 1.6x ▪ Carried Interest is only earned after all capital, including a preferred return (typically 8%/yr) is returned to investors ▪ Lower returns can diminish or eliminate the value of the Carried Interest ▪ Capital needs to be deployed, but the market for attractive deals is tough: ▪ Too much capital chasing too few deals drives increasing purchase prices ▪ Fund structures may force companies to sell at times that may not be optimal ▪ A larger fund generates higher fees ▪ Despite the increased competition for deals, 69% of US PE funds are raising larger funds ▪ Institutional Investors appear to support this: ▪ They prefer to make larger allocations to fewer funds ▪ They focus their commitments to “top quartile” funds, without regard for overall investment performance ▪ PE Firms jump at the chance to increase fund size because it means their “take home” pay is preserved without risk of lower performance
Representative PE Fund ($ in MMs) Cash-on-Cash Return of: 1.5x 2.0x 2.05x 2.25x 2.50x $200MM Fund Carried Interest Value
$18.0 $24.7 $33.1 Management Fee $36.0 $36.0 $36.0 $36.0 $36.0 Total PE Fund Proceeds $36.0 $52.3 $54.0 $60.7 $69.1 LP IRR% 5.7% 14.2% 14.9% 17.8% 21.1% $300MM Fund (50% Increase) Carried Interest Value
$37.0 $49.6 Management Fee $54.0 $54.0 $54.0 $54.0 Total PE Fund Proceeds $54.0 $78.5 $91.0 $103.6 LP IRR% 5.7% 14.2% 17.8% 21.1%
Confidential 13
The Opportunity – WALBAR, LLC ▪ A corporate divestiture from United Technologies Aerospace Systems (UTAS) The Issues and Uncertainty ▪ A U.S. Company with no manufacturing presence in the US (all manufacturing performed through a Maquiladora in Mexico) ▪ Nearly all Customer LTAs expiring within one year
unacceptable with all customers ▪ UTAS would not allow Buyer to speak with customers, nor any employees, prior to closing ▪ Revenue and earnings were on a steady decline for prior 4 years (and financial information provided was not perfect) ▪ Carve-out was not clean; WALBAR existed with UTAS as part of a business unit with other plants that were not included in the deal
▪ Get back to basics ▪ “Buy Low, Sell High” remains a timeless strategy to achieve attractive returns ▪ Move away from conventional Private Equity fund structures that put time-pressure on a deal where it is often not helpful ▪ Seek deals that are less competitive because of known and unknown risks ▪ Customer concentration ▪ Smaller deal size ▪ Loss-making companies / turnaround ▪ Motivated sellers (including corporate divestitures) ▪ Be willing to accept imperfect information and uncertainty ▪ Be open to transaction structures that benefit the Seller (asset sale versus stock deal) ▪ Set the deal up for success – capitalize the transaction to allow for mistakes or surprises within the first 2 years of the investment Generate Attractive Returns in a Tough Market The Opportunity and the Issues/Uncertainty
LTM 2013 2014 2015 Aug-16 Sales $69,829 $70,940 $65,063 $56,434 EBITDA, adjusted ($2,450) ($6,237) ($7,479) ($3,128) % Margin
Scrap Expense $3,750 $3,609 $4,125 $3,572
14 Confidential
Characteristics The Market
numerous new engine models (LEAP, PW1100NEO, Genx, etc.)
The Asset
NADCAP for special processes
The Customers
performance, these customers would work with us (cost of switching is high) The Plan
The Downside Protection
The Upside
for large commercial turbine engines and WALBAR has zero revenue today
15 Confidential
Sept 2016 2017 2018 … … 2022 (OBJECTIVE) The Turnaround
LTA’s being extended to 2022 or beyond
expenses reduced by 60% within 6 months)
2018/2019 Our Growth Plan
Arizona to address customer needs Our Future
turbine component manufacturing
INDEPENDENT manufacturers in the world
in the world
Dec 2016 Dec 2017 Dec 2018P 2019 FORECAST 2022 Projection Rev: $52MM $56MM ~$70MM ~$90MM $150MM
Confidential 16
▪ Manufactured by Walbar since 2015 using modern Blohm technology platforms ▪ Volume of 25,000 blades in 2016 increased to ~50,000 blades for 2018 due to performance ▪ Sustained OTD at 100% for the last two years ▪ Since Dec 2017, 100% of the product has been coated at our local partner, Ellison Surface Technologies ▪ Expected to be first ever 100% Mexico-sourced turbine airfoil (casting vendor – CPP) ▪ Recently awarded NEO Stage 3 Blade, which will be in full production in 2019 ▪ Trent XWB - Entrusted with significant market share on numerous engine components throughout the turbine ▪ NGVs (HP, IP & LP) – We currently outsource cooling holes, but we are developing the case to bring this technology in-house) ▪ Seal Segments (HP, IP, LP) – We perform 100% of the EDM operations and we partner with a local supplier for Electrode support ▪ Walbar is working alongside our customer on a design for manufacturing (“DFM”) exercise for next generation engines
Rolls Royce – Trent XWB MTU – PW1100 NEO LP Turbine Blades
17 Confidential
▪ Many companies operate within Mexico through a shelter company, or Maquiladora (similar to a PEO in the US) ▪ Structure provides an efficient path to set up and operate; no requirement to establishing a legal presence ▪ Maquiladora-partner will often incur much of the initial start-up costs (building, land, infrastructure) ▪ Employees work for Maquiladora and are subcontracted to the client ▪ All payroll and benefits administered by Maquila for a fee ($/hour/employee) ▪ Unfortunately, client has limited impact on negotiating wage increases and changes to benefits ▪ Hidden costs (payroll and benefits, Christmas bonus, profit sharing) decrease the actual labor benefit ▪ Employees are entitled to severance pay if/when terminated (based on years of employment) ▪ In 2014, the tax code was changed to impose a tax obligation on all Maquiladora clients, even if no legal presence is established ▪ 2018 is the first year that taxes are due; likely fully creditable in the US ▪ Employee demographics are very different from most similar plants in the US ▪ Average age of Walbar employees is 35 years old ▪ The work environment and culture is completely driven by the culture you impose (within reason) ▪ Employees have embraced our open communication and collaborative management style ▪ We pay variable incentive compensation ▪ Company-wide discretionary bonuses paid monthly if performance exceeds certain metrics ▪ Individual bonuses paid monthly based on quantitative individual performance (productivity, efficiency, scrap, etc.) ▪ To be successful in Mexico, do not lower your expectations ▪ The workforce can achieve anything you ask of them, with the right training and support
THESE COMMENTS ARE BASED SOLELY ON THE WALBAR EXPERIENCE OVER THE LAST 2 YEARS
18 Confidential
▪ The Aerospace Industry is still an attractive area for investment, but the landscape is changing and I believe the pace of change will continue to accelerate ▪ Private Equity money will continue to have an aggressive appetite for investing ▪ This is a good time for Sellers (but be cautious with co- investing) ▪ There will be many bad investments made (good companies at the wrong price, with too much debt) ▪ Real value can be found in non-core assets within both Private Equity portfolio companies and Strategic Buyers… but it can be difficult to find them ▪ “Patient money” is the key to finding real value ▪ Do not be deterred from Mexico – it can be a very effective complement to your US operation
Confidential 19
20 Confidential
Company Annual Revenue Description The Boeing Company $93.39bn
military aircraft, defense products, and space and security systems.
products:
satellites in 2017 Airbus SE $75.27bn
company Airbus SE (formerly Airbus Group SE)
Airbus Commercial Aircraft, Airbus Defense and Space, and Airbus Helicopters.
majority stake in Bombardier’s C Series aircraft program in October 2017. UTC $59.83bn
manufactures propulsion systems, components and engines for commercial and military aircraft.
automation and security systems.
acquire US-based company Rockwell Collins in September 2017. Company Annual Revenue Description Lockheed Martin $49.97bn
services for defense, aerospace and security applications.
military aircraft, unmanned air vehicles, land vehicles, weapon systems, air and missile defense systems, naval systems, military and commercial helicopters, and security systems
2017 revenue came from the US Government and the Department of Defense contracts, with the F-35 program alone accounting for 25% General Dynamics $30.97bn
services for various aerospace and defense applications, including combat vehicles, munitions, weapons systems, shipbuilding, business aircraft, C4ISR, and information technology (IT) GE Aviation $27.37bn
avionics and digital systems for commercial, military and general aviation aircraft, as well as marine applications
Safran Aircraft Engines, namely CFM International and CFM Materials.
from GE Aviation include F110, F404, F414, T700, LEAP, GE90, GEnx, CFM56, and CF6.
21 Confidential
Company Annual Revenue Description Northrop Grumman $25.8bn
and mission systems, airborne C4ISR, cyber security solutions, and logistics services for civil and military platforms.
Aerospace Systems, Mission Systems and Technology Services.
warning aircraft
agreement to acquire Orbital ATK for $9.2bn in September 2017 Raytheon Company $25.34bn
electronic warfare, and cybersecurity solutions to government and commercial customers.
segments, including Integrated Defense Systems, Missile Systems, Space and Airborne Systems, Intelligence, Information and Services, and Forcepoint. Company Annual Revenue Description BAE Systems $23.59bn
from F-35 Lightning II and DEWS programmes, APKWS laser-guided rockets, and increasing classified activity.
services for various applications such as military and civil aircraft, naval ships, submarines, combat vehicles, weapon systems, cyber and intelligence, and security systems.
carrier
Rolls Royce $22.0bn
propulsion systems for military and commercial aircraft and marine platforms
business segments:
biggest segment, accounting for 53% of the total revenues in 2017
22 Confidential
IAE specializes in the V2500 engine and has 3 airframe applications
Confidential 23
Single Aisle / Narrow-body – In-service A320 Engine - Orders Wide Body Aircraft Engines – In Service Widebody Engines – New Orders
Confidential 24
A&D Enterprise Values Component Manufacturers
25 Confidential
26 Confidential
Private equity's calling card, from its early days in the 1980s through the mid-2000s, has been its ability to beat the market, with the asset class pretty handily outperforming stocks in bull and bear markets alike. Until 2006, LPs in PE funds had at least a 50-50 shot at beating the market—in 2001, outperformance was practically a layup, with almost 88% of global PE funds in that vintage beating their public market equivalents (PMEs), per our recent Global PE & VC Fund Performance Report. But fortunes have turned over the last decade. Since around the time of the financial crisis, only one vintage—2013—has seen at least half its global funds beat the market, and just barely. Post-2007, LPs have faced worse odds—34% of global PE funds in 2008 beat the market, which is understandable, but only 36% of 2010 vintages had PMEs
your free throws for more than a decade, only to have him be replaced by Shaquille O'Neal for the next decade. And to be fair to Shaq, his career 52.7% FT percentage is actually better by comparison! Sliced another way, PitchBook data shows that each vintage from 2006 and 2015 has seen global median fund returns at or below 1x against their PMEs, underperforming the S&P 500 every year. Top-performing funds in the same timeframe all beat their PMEs, but even then, the level of top-decile outperformance is also in decline. Just 15 years ago, top-decile PE funds—on a median basis—beat their PMEs by at least 2x, a common sight between the late 1990s and mid-2000s. That across-the-board
funds. In other words, even the astute and/or lucky LPs that pick the big winners aren't being rewarded as they once were, either. If you've noticed an uptick in white papers, articles
about marketing hyperbole and more about reality. Picking outperformers really is getting harder, just as the industry is setting new dry powder records. So, are the good times over? Not necessarily, and yes, we're hedging the answer to our
unfortunately—the really good times might be finished.
By Alex Lykken, September 21, 2018