ACP 2010 Newsletter

8/7/2019 ACP 2010 Newsletter

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Year End

Newsletter

January 2011

Featuri

2010 Government Services M&A Rec

2011 Government Services M&A Outlo

2010 Public Company Perorman

IPO Markets Th


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&A activity in the government services sector rebounded to have a strong year in 2010 ollowing the 2009 lull. With

98 deals closed or announced, 2010 deal volume was up 46% over 2009, returning to pre-recession levels. Te increase

was primarily driven by shiting ederal spending priorities and threatened expiration o the Bush tax cuts, which were ultimately

extended through 2012. Te M&A markets also beneted rom a recovering economy and improved nancing terms.

Cyber SecurityCyber Security M&A in

2010 was dominated byprivately held, nimble

mid-sized companies. As

the ederal government

continues to experience

cyber attacks rom terrorist

groups and nation states,

this sector remains ripe

or consolidation as larger

contractors align their

capabilities with ederal

spending priorities.

While deal volume on the whole is on the rise, we saw the hot areas o interest narrow signicantly throughout 2010. Niche, high-end cyber security and intelligence-

ocused companies accounted or the majority o 2010 M&A activity and commanded

premium valuations compared to their generalist inormation technology and

proessional services counterparts. Te hottest segments in 2010 were Cyber Security,

Intel/C4ISR and OCI–driven divestitures.

2010 TOP CYBER SECURITY DEALS

Date Buyer Target Target Business Description

Enterprise

Value ($M)

EV/TTM

Revenue

Multiple

EV/TT

EBITD

Multip

11/4/10 Raytheon Co.Trusted Computer Solutions,

Inc. (TCS)

Delivers cross-domain operating

system and cyber security sotware that enables organizations to share

inormation securely across multipleclassifcation levels

NA NA NA

9/29/10GTCR Golder Rauner, LLC

[Six3 Systems, Inc.]Novii Design, LLC

Provider o large scale data usion

systems, cyber solutions and high-endenterprise architectures to the IC

NA NA NA

9/13/10Global Deense Technology

& Systems, Inc.Zytel Corp

Delivers cyber security and

mission systems in support o criticalintelligence, counterterrorism, and

cyber warare missions

$26.8 1.3 x 9.0 x

7/30/10 Boeing Co. Narus, Inc.

Provides real-time network trafc andanalytics sotware used to protect

against cyber attacks and persistent threats aimed at large Internet

Protocol networks

NA NA NA

4/28/10Applied Signal

Technology, Inc.Seismic LLC

Specializes in cyber security solutions,sotware engineering, data

management, and systemsengineering and integration services

or the US DoD & IC

$25.0 1.7 x NA

2/10/10Science Applications

International Corporation

(SAIC)

CloudShield Technologies,

Inc.

Provides services management andinrastructure security solutions to

service providers and nationalgovernments worldwide

NA NA NA

2/1/10 CACI International, Inc. SystemWare, Inc.

Designs and manuactures state-o-

the-art signals acquisition and analysissystems enabling users to monitor and

detect physical and cyber security threats

NA NA NA

2010 Government Services M&A Recap

M

10793

8167

98

2006 2007 2008 2009 2010

20

40

60

80

100

D e a l V a l u e



Intel/C4ISRIntel/C4ISR continues to be

a hot M&A segment due

to the number o availableacquisition targets that

ocus on the areas o

new spending priority.

During 2010, specifc sub–

segments o acquisition

priority included agile web

development, intelligence

data collection and

exploitation, multi–INT data

usion, data visualization,

geospatial intelligence, and

mobile device computing. For

example, CACI completed

two acquisitions in the 2nd

hal o 2010 to ulfll its

capability gap in the growing

geospatial intelligence

priority market.

2010 TOP INTEL/C4ISR DEALS


Enterprise

Value ($M)

EV/TTMRevenue

Multiple

EV/TTMEBITDA

Multiple

Pending Raytheon Co. Applied SignalTechnology, Inc.

Specializes in the collection and

processing o communications signals tosupport tactical and strategicintelligence missions

$490.0 2.2 x 16.0 x

Pending BAE Systems PlcL-1 Identity Solutions(Intelligence Services

Group)

Supplier to US intelligence and deense

communities ocusing on intelligenceand counterintelligence, homeland

security, and support to militaryoperations

$303.0 1.3 x 9.3 x

11/1/10 CACI International, Inc. TechniGraphics, Inc.

Provides imagery and geospatial

services, including digital maps, thatorm the basis or intelligence analysis

and military operational planning

NA NA NA

8/27/10 AECOM Technology Group McNeil Technologies, Inc.

National security and intelligenceservices frm serving US ederal

government clients in the DOD, DHS,and IC

$355.0 1.4 x NA

8/18/10 CGI Group, Inc. Stanley, Inc.

Inormation technology provider and ull

spectrum systems integrator to the USDoD, IC, and Federal Civilian customers

$1,074.0 1.2 x 11.3 x

8/5/10 Boeing Co. Argon ST, Inc.Designs and produces systems andsensors or the C4ISR markets

$775.0 2.1 x 17.7 x

3/2/10 IBM Corp.National Interest Security

Company, LLC (NISC)

Provider o IT, inormation management,and management technology consultingservices and solutions or the IC, DoD,

DHS, DOE, and FHIT community

NA NA NA

2/25/10 KEYW Corp.The Analysis Group, LLC

(TAG)

Provides operational analysis, lessonslearned, simulation, wargaming, and

program management to nationalsecurity agencies with hard-to-solve

problems

$62.0 1.3 x NA

DivestituresAs anticipated, the Federal

Government’s increasing

sensitivity to OCI’s pushed

large tier-1 primes to review

their portolios and decide

which side o the OCI divide

to commit to. Following

Northrop Grumman’s

2009 divestiture o TASC,

2010 witnessed similardivestiture activity, with

public companies purging

their portolios o any OCI

potential.

2010 TOP DIVESTITURES


Enterprise

Value ($M)

EV/TTM

Revenue

Multiple

EV/TTM

EBITDA

Multiple

Pending ASRC Federal Holding Co.Mission SolutionsEngineering (MSE)

(CSC Business Unit)

Full-service systems and sotware

engineering provider with expertise inengineering complex and large-scale

systems and incorporating open-source

technology

NA NA NA

11/23/10 Veritas CapitalEnterprise Integration

Group (Lockheed)

Provider o mission-critical systemsengineering/integration and risk

mitigation services to the IC

$815.0 1.3 x 12.5 x

10/8/10ManTech International

Corp.

QinetiQ plc [North

America’s Security and

Intelligence Solutions(S&IS)]

Provides integrated security solutions to

the DoD and the IC$60.0 1.1 x NA

10/5/10Jacobs Engineering

Group

TechTeam Government

Solutions (TechTeamGlobal Inc. Subsidary)

IT solutions company that providessystems integration, enterprise

application integration, and ERPimplementation support to DHS, US

Army, and US Army Corps o Engineers

$43.0 NA NA

9/8/10Court Square Capital

Partners

CAS, Inc.

(ITT Business Unit)

Provides SETA services including

systems engineering and analysis

support or theater missile deense or awide range o military applications

$235.0 NA NA

4/2/10 Orbi tal Science Corp.GD Advanced Inormation

Systems (GDIT

Subsidiary)

Develops and builds small- and medium-class satellites or US Air Force, US

Navy, NASA, MDA and others

$55.0 NA NA

2010 Government Services M&A Recap (continued)



espite ederal budget pressures, increased competition, protests and delayed procurements, and rumors o insourcing, M&

activity in 2011 will be ueled by strategic buyers’ interests in realigning their portolios with long–term spending prioritie

Strategic buyers, aced with lower organic growth rates, continue to analyze their portolios and acquire rms that ll capability

gaps to position them in high priority markets that create additional nancial growth in protable areas. Tereore, we expect 201government services deal volumes to be consistent with 2010 – and the ollowing sectors will experience the lion’s share o this

activity in 2011:

2011 Government Services M&A Outlook

CYBER SECURITY

Te Federal Government continues to all well short o its

cyber personnel targets, causing agencies to rely heavily on

contractors to ulll this government-wide mission-criticalneed. Considering the Government’s track record o ailing to

draw top talent away rom the more lucrative private sector,

this trend o heavy cyber contractor reliance will continue

into 2011 and beyond, ueling M&A.

SMART POWER

here is an evolving shit towards smart power, as thePentagon realizes the need or an increased civilian role

in promoting the stability, security, and reconstruction o

post-conlict areas. International development is a key

element o U.S. national security, as nation-building

activities boost political stability, reduce regional conicts,

and weaken terrorist networks. Contractors with signicant

exposure to deense cuts will target rms with sot power

capabilities as U.S. military orces begin to transition out o

the Middle East.

VIRTUALIZATION/CLOUD COMPUTING

Cloud computing is undamental to the Obama Administra-

tion’s technology strategy – requiring more eciency out o

I as a whole – by expanding usability and accessibility while

reducing costs. Consistent with OMB’s 25 Point Plan, agen-

cies will be implementing a “Cloud First” policy, requiring a

signicant amount o contractor support in the near term.

DATA FUSION

Intelligence operations have transitioned rom the monitorio large military orces to the tracking and locating o speci

individuals in remote areas. Te IC is currently aced with a

overabundance o inormation collected through thousands

o satellites, sensors, UAV’s, and ISR platorms manuacture

throughout the past decade. Te IC is thereore challenged

nd technologies and solutions that assimilate and transorm

this abundance o data into actionable intelligence in real-ti

so that decision makers in theatre can ulll mission

requirements.

CRITICAL INFRASTRUCTURE PROTECTION

Te 2009 National Inrastructure Protection Plan

consolidated a wide range o eforts to protect and secure

the nation’s critical inrastructure and key resources into onprogram. Nonetheless, the U.S. energy grid and other critic

inrastructure systems remain highly vulnerable to terrorist

threats. Encompassing aspects o cyber security and cloud

computing, contractors with inrastructure protection

capabilities and long-standing relationships with DHS /

DOE will be prime acquisition targets in 2011.

D



HIGHLIGHTS

• Tier 1 defense contractors trailed the

S&P by 16.6% in 2010

• Uncertainty regarding the continuedrole o the armed orces in overseaswars persists

• Federal decit is placing signicant

pressure on spending andprocurements in certain areas

Secretary Gates intends to slash$100B o deense spending by 2015

• Congressional stalemates have

resulted in delays or budget approvals

and a continuing resolution• Intense competition is driving tighter

pricing and narrower marginsLarger contractors are pursuingsmaller contracts

L-3 Communications Holdings, Inc. (NYSE:LLL) $70.84 618.9%

• Signicant YTD price decresases in light of revenue and earnings growth fallingshort o estimates, analyst downgrades, and reduced guidance driven by procurement and unding delays

• Revenue for Iraq support work is down as troop withdrawals continue • Lost the recompete of the $5 billion Special Operations Forces Support Activity

(SOFSA) contract, awarded to Lockheed Martin (3% of L-3’s 2009 sales)

• Declining revenue in the company’s government services segment and lowerforecasted margins in the C3ISR Segment

Northrop Grumman Corp. (NYSE:NOC)$65.15 516.7%

• Strong earnings growth through Q2 2010 due to large ID/IQ wins, growth in

margins, and share repurchases

• Key wins on $2.6B DHS HQ IT and Air Force’s $2.3B advanced targetingpods ID/IQs

• Performance driven by revenue growth in Aerospace Systems and TechnicalServices segments

• TASC divestiture complete, reducing OCI concerns

• Currently evaluating strategic alternatives for $6B shipbuilding segment, which hahistorically constrained margins

SAIC, Inc. (NYSE:SAI) $16.04 615.3%

• Sub-par revenue and earnings performance throughout the year, driven by unexpected delays and a longer cycle or the conversion o awards to revenue

• Disavowed 6-9% long term growth goals due to federal budget uncertainty

• Development of cyber security and healthcare IT capabilities through M&A activity (Cloud Shield echnologies, SE Corp.), combined with key contract

wins (UNITeS follow-on, I3P EAST), may provide upside going into 2011

TIER 1 FIRMSFirm

Stock Price12/31/2010 Market Cap Enterprise Value

TTMRevenue

TTMEBITDA

TTMMargin

EV/TTMEBITDA

EV/TTMRevenue

General Dynamics Corp. $69.97 $26,431 $28,127 $31,763 $4,388 13.8% 6.4 x 0.9 x

Harris Corp. $45.15 $5,792 $6,877 $5,409 $1,174 21.7% 5.9 x 1.3 x

ITT Corp. $52.79 $9,692 $10,513 $10,888 $1,557 14.3% 6.8 x 1.0 x

L-3 Communications $70.84 $8,018 $11,697 $15,633 $1,962 12.5% 6.0 x 0.7 x

Lockheed Martin Corp. $69.87 $25,162 $27,022 $45,978 $4,903 10.7% 5.5 x 0.6 x

Northrop Grumman Corp. $65.15 $19,023 $21,009 $35,075 $3,732 10.6% 5.6 x 0.6 x

Raytheon Co. $46.09 $16,802 $17,565 $24,965 $3,021 12.1% 5.8 x 0.7 x

SAIC, Inc. $16.04 $5,967 $6,234 $11,031 $1,052 9.5% 5.9 x 0.6 x

2010 Public Company Performance: Tier 1 Firms

$ in millions, except per share price

-3.85%

12.78%

120

115

110

105

100

95

90

85

80Jan-10 Apr-10 Jul-10 Oct-10 Jan-11

Tier 1 Index: GD, HRS, ITT, LLL, LMT, NOC, RTN, SAI



HIGHLIGHTS

• Mid-Tier services rms have tracked

the S&P and out-perormed traditional

Tier-1 contractors by 12% in 2010• IT services rms positioned to benet

rom the government’s emphasis on“doing more with less”

• Insourcing policies have poorly

impacted certain areas (SETA,acquisitions support)

Obama’s ederal hiring reeze mayinhibit the trend

• Contract awards have slowed in the

ace o changing acquisition policies,oversight, and regulations

• Positive outlook for intelligence agency

support ($80B market) modernization,logistics systems, and cyber security

Dynamics Research Corp. (NASDAQ:DRCO) $13.35 525.8%

• 2010 quarterly earnings up signicantly over 2009, driven by a strong pipeline,high win rate (nearly 100% in Q1), and growing strategic capabilities inpriority areas like cyber security and healthcare I

• Continued prot from awards on key ID/IQ vehicles, including EAGLE,PPMSS, TEAMS, DESP II, and LMSS

• Placed on Net-Cents II (November); pursuing EAGLE II throughKadix Systems, Inc.

• Management is being selective of acquisition opportunities, particularly thoserom divestitures o large contractors with OCI concerns

ManTech International Corp. (NASDAQ:MANT)$41.68 613.8%

• Signicant management changes: Larry Prior abruptly resigns as President and

COO in July; CEO George Pedersen assumes president role; segment headsassume COO responsibilities or segment operations

• Sensor Technologies, Inc. acquired in January for $242 million in order to broadenC4ISR capabilities and reach deeper into the high-end intelligence and deensemarket; additional acquisitions include QinetiQ’s S&IS segment and MTCSC Inc.

• Protability declines attributed to a more competitive environment and the impacto the SI acquisition

NCI, Inc. (NASDAQ:NCIT) $23.40 615.4%

• NCI announced its plans in May to increase its internal investment and resources

to fund long-term growth; these investments will cause a short-term decline inprotability, causing NCI to reduce EPS guidance

• Lower margin BRAC work is also negatively impacting overall margins

• Judith Bjornaas resigned as CFO in December to accept an SVP position withManech

• Raised $200 million of public debt to fund working capital and strategicacquisitions necessary to reach management’s stated goal of $1 billion in revenuein the next three to ve years

MID-TIER FIRMS

FirmStock Price12/31/2010 Market Cap Enterprise Value

TTMRevenue

TTMEBITDA

TTMMargin

EV/TTMEBITDA

EV/TTMRevenue

CACI International, Inc. $53.74 $1,617 $1,969 $3,244 $256 7.9% 7.7 x 0.6 x

Dynamics Research Corp. $13.35 $134 $135 $268 $26 9.5% 5.3 x 0.5 x

Global Deense Technology $17.11 $156 $148 $206 $14 7.0% 10.3 x 0.7 x

ICF International, Inc. $26.06 $506 $605 $746 $65 8.7% 9.3 x 0.8 x

ManTech International Corp. $41.68 $1,516 $1,567 $2,448 $230 9.4% 6.8 x 0.6 x

NCI, Inc. $23.40 $317 $351 $535 $42 7.8% 8.5 x 0.7 x

SRA International, Inc. $21.61 $1,234 $1,144 $1,673 $149 8.9% 7.7 x 0.7 x

2010 Public Company Performance: Mid-Tier Firms

$ in millions, except per share price

8.01%

12.78%

20

15

10

0500

95

90

85

80Jan-10 Apr-10 Jul-10 Oct-10 Jan-11

Mid-Tier Index: CACI, DRCO, GTEC, ICFI, MANT, NCIT, SRX



imilar to M&A activity, government services industry IPOs also accelerated in 2010. A year ater Global Deense echnolog

Systems, Inc. (GTEC) tested the IPO waters, Booz Allen Hamilton Holding Corp (Booz) & KEYW Holding Corp (KEYW

ollowed with successul oferings. Tis was the rst time that multiple government services companies went public in the same y

since 2006 (SAIC & DynCorp) – a eat we expect will be repeated in coming years as the public markets continue to stabilize.

ough the companies share some similarities, a comparison of the KEYW & Booz IPO’s provides insightful analysis on current

government services valuation dynamics. Compared to Booz, KEYW achieved a signicantly higher IPO valuation due to the

Company’s niche cyber security capabilities, IC-ocused customer set, rapid revenue growth and expanding protability outlook.

Te exhibit below provides a comparison:

IPO Markets Thaw

S

1 IPO metrics are calculated by ACP as o the respective IPO oering date based on inormation included in the prospectus.

KEYW Holdings Corp (KEYW) provides hardware andsotware development and system integration services tothe Intelligence Community (IC)

Background: Founded by Len Moodispaw in August2008, formerly of Essex Corp. KEYW has sincecompleted nine acquisitions. Te company went publicon 10/1/2010 and is using the IPO proceeds to pay of existing debt and to und additional acquisitions.

Primary Customers: Specic ocus on the NSA, otherIC agencies, and the DoD

Core Capabilities: Mission critical cyber security andcyber superiority solutions and products that supportthe collection, processing, analysis and use o intelligence data and inormation in cyber space

IPO Metrics1:

Revenue: $115MEstimated Net IPO Proceeds: $76MEV/Revenue: 2.0xEV/EBIDA: 26.9xStock performance since IPO (at 12/31/2010): +47%

Booz Allen Hamilton (BAH) provides management antechnology consulting services to the U.S. governmenin the deense, intelligence and civil markets

Background: Founded by Edwin Booz in 1914, thepublic sector portion o the company was acquired in2008 through a leveraged buyout by the Carlyle Groufor over $2.5B. Booz went public on 11/17/2010, usithe proceeds to pay of existing debt.

Primary Customers: Broad customer base across theDoD, IC, and Federal Civilian agencies

Core Capabilities: Broad base o management andtechnology consulting services, including strategy andprocess improvement, business analytics, cyber technoogies, systems engineering and integration, and acquistion and program management

IPO Metrics1:

Revenue: $5,323MEstimated Net IPO Proceeds: $217MEV/Revenue: 0.6xEV/EBIDA: 8.4xStock performance since IPO (at 12/31/2010): +14%

KEYW BOOZ ALLEN HAMILTON



KEYW’s positioning within faster growing markets with signicant barriers to entry (e.g, security clearances) resulted in a premium

valuation compared to Booz. As evidenced by recent M&A transactions in the space, niche cyber security rms ocused on the

IC (and in particular, the NSA) demand premium valuations compared to their more general counterparts with broad DoD and

Federal Civilian customer sets. Tese broader I-ocused rms are more susceptible to budgetary headwinds, intense competition,and insourcing threats, resulting in reduced values. KEYW also continues to execute on its M&A growth strategy with acquisition

closing deals with Sycamore. US, Inc. and Everest echnology Solutions since the IPO ling. Tis demonstrated execution has

driven the company’s valuation even higher since ling, as shown below:

Until the aorementioned

IPO’s, the universe o

publicly traded governmentservices rms was quickly

diminishing. Stanley,

Argon, L-1 Identity

Solutions (pending) and

Applied Signal echnology

(pending) all announced

transactions during 2010 –

a signicant consolidation

or the market as a whole.Going orward, we expect

the universe o public

buyers to once again

expand through new IPOs,

driven by more stringent

OCI’s and a public market

environment that is more

receptive to IPO’s.

IPO Markets Thaw (continued)

KEYW Perormance Since Filing:

BAH Perormance Since Filing:


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ronson Capital Partners is a leading nancial advisor to government services and technology rms. We exercise our specializ

domain expertise in the Deense, Intelligence, and Federal Civilian markets to achieve exceptional results or our clients. In

addition to completing more than 40 transactions in the ederal sector, our principals have decades o executive level, hands-on

experience in the industry – a key diferentiator that leads to success.

aronson capital partners leadership:

L arry D avis

[email protected]

facts about acp:

Established in 1999, with over40 completed transactions

Completed 10 transactionsin the past two years

PhiL McM ann

301.231. [email protected]

Larry has completed over 30 M&A transactions with aggregate deal value in excess of $1B. Larry is a widely recogni

expert and is a requent speaker at industry events and a sought ater advisor to owners o emerging growth compani

Prior to founding ACP, Larry was a CFO of a middle-market federal IT rm for 15 years.

Phil has extensive M&A experience in the ederal sector, particularly in the Intelligence and Deense markets. He

completed notable transactions including: Zytel, Seismic, DDK, i2S, RavenWing, AEPCO, and TMS. Prior to join

ACP, Phil was a nance executive at a NY-based private equity fund.

Sell–Side M&A

Buy–Side M&A

Private Equity Platorm Acquisitions

Management & Leveraged Buyouts

Divestitures

Asset Sales

mergers & acquisitions: corporate finance: financial advisory:

Internal Capital ransaction Adviso

Independent Corporate Valuations

Fairness Opinions

Strategic Alternatives Assessments

Recapitalizations & Restructurings

Common & Preerred Equity

Senior Debt

Subordinated Debt

Convertible Debt

Private Equity Investments

Minority Equity Investments

Aronson Capital Partners is a ull service investment bank providing mergers & acquisitions, corporate nance, and nancial

advisory services. We complete a variety o transactions that are tailored to shareholder objectives, including sell- and buy-side M&

management buyouts, ESOPs, and recapitalizations. Our principals leverage their close relationships with a wide array o key decis

makers o strategic buyers, private equity rms, and middle-market lenders to complete transactions. Tese relationships provide

options and exibility or our clients.

Focused exclusively on the government services and technology sector

90%+ success rate

Principals have closed nearly 100 transactions worth more than $3.5Bin aggregate value

capabilities

:

John s aunDers

301.231. [email protected]

John has completed over 50 M&A transactions with aggregate deal value in excess of $2.5B. John has also raised o

$1B in equity and debt capital in public and private transactions. He has 15 years executive experience with a $2B fed

contractor.

© 2011 Aronson Capital Partners. All rights reserved. This is a confdential document. Securities transactions are executed by Aronson Capital Advisors, LLC (member FINRA-SI

Who Is Aronson Capital Partners?

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has completed a recapitalization transaction

and acquired certain holdings of

June 6, 2008

The undersigned served as the exclusive financial advisorto Ideas to Solutions, Inc. (i2S) in this transaction

and other shareholders

Grosvenor Special Ventures IV, L.P.

Financing for this transaction was provided by

February 27, 2009

The undersigned served as the exclusive financial advisorto McMunn Associates, Inc. in this transaction

has been acquired by

Advanced Engineering & Planning Corp., Inc.

December 31, 2007

The undersigned served as the exclusive financial advisor toAdvanced Engineering & Planning Corp., Inc. in this transaction


April 16, 2009

The undersigned served as the exclusive financial advisorto 24/7 Solutions, Inc. in this transaction


has acquired

April 28, 2010

The undersigned served as the exclusive financial advisorto Applied Signal Technology, Inc. in this transaction

Confdential

Seller

The undersigned served as the exclusive fnancial advisor to the

confdential seller in this transaction

Recent Transactions

ACP 2010 Newsletter

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