management presentation september 2011 - api · pdf fileseptember 2011. forward looking ......
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Management PresentationSeptember 2011
FORWARD LOOKING STATEMENTSFORWARD LOOKING STATEMENTS• This presentation about API Technologies Corp. (the “Company”) includes forward‐looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding industry prospects or future results of the business, operations or financial position of API made in this presentation are forward‐looking. We use words such as believe, expect, anticipate, intends, estimate, forecast, project, should and similar expressions to identify forward‐looking statements. Forward‐looking statements are based on management’s current expectations of our near‐term results, based on current information available pertaining to us and are inherently uncertain. We wish to caution investors that any forward looking statements made by or on our behalf are subjectwish to caution investors that any forward‐looking statements made by or on our behalf are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other risk factors include, but are not limited to: the affect of the unfavorable global, national and local economic conditions on our customers and our businesses, the affect of the current economic crisis on our ability to effect our business plans and strategies, the changing political conditions in the United States and other countries, governmentalstrategies, the changing political conditions in the United States and other countries, governmental laws and regulations, anticipated government budget changes, international trading and export restrictions, customer product acceptance, and access to capital markets, and foreign currency risks. These risks and uncertainties, as well as other risks and uncertainties could cause our actual results to differ significantly from management’s expectations. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward‐looking statements. We assume no obligation to update or revise any forward‐looking statements made herein or any other forward‐looking statements we make, whether as a result of new information, future events, or otherwise.
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API TECHNOLOGIES – COMPANY HIGHLIGHTSAPI TECHNOLOGIES COMPANY HIGHLIGHTS
• Leading provider of electronic systems, subsystems, RF, and security products and services for defense, aerospace and commercial applicationsproducts and services for defense, aerospace and commercial applications
• Wide range of RF, components, and subsystems solutions
• Enhanced engineering, and electronics design and manufacturing capabilities
• Cyber security and information assurance products
• High degree of technical proficiency which allows for early engagement and design wins, which ties API to its customersg ,
• >95% re‐compete win rate; 50% win rate on new contract bids
• Decades‐long relationships with key defense contractors, including: Boeing, General Dynamics Lockheed Martin Northrop Grumman and RaytheonGeneral Dynamics, Lockheed Martin, Northrop Grumman and Raytheon
• Electronic solutions provider on virtually all major defense programs
3
KEY FACTSKEY FACTS
• Company: API Technologies Corp.
E h /Ti k NASDAQ ATNY• Exchange/Ticker: NASDAQ: ATNY
• Share Price (9/9/11): $4.88
• 52‐Week High / Low: $8 25 / $3 32• 52‐Week High / Low: $8.25 / $3.32
• Shares O/S Basic/Diluted: 54.6 million / 58.0 million
• Insider Ownership: 40%p
• Market Cap: $275 million
• Enterprise Value: $425 million
• Revenue (1): $353 million
• EBITDA (1): $52 million
4
(1): LTM period ending May 31, 2011. Includes API Technologies, SenDEC & Spectrum Control; and net $13.0 million implemented and being realized cost reductions
CORPORATE HISTORYCORPORATE HISTORY• Over 40 years of operating history
• Organic growth supplemented with bolt‐on acquisitions
F d i d t t t d i th d f l t i l• Focused on growing product content and moving up the defense electronics supply chain to generate higher margins
SenDEC Spectrum2011
1972
1981 2002 2003 2004 2006 2007 2009 2010
Formation Filtran TM Systems Keytronics CryptekIslip Transformer
Kuchera
SenDEC(January)
NHI
Spectrum(June)
Formation
2011
1998 1999 2004 2007 2009 20102005 2008200620021968 20111998
Potter Production .
1999
AMP Signal Conditioning Products
2004
Salisbury Engineering(February)
REMEC Components
2007
EMFSystems
2009
MicroNetworks
2010
DRS Signal SolutionsProduct Line(June)
Sage Laboratories(June)
2005
JDK Controls(October)
Amplifonix(February)
SatConElectronics
20082006
AdvancedThermalProducts
2002
FSYMicrowave
Formation
1968 2011
5
Components(October)
(June)
Summit Instruments(October)
A STRATEGICALLY FOCUSED MARKET LEADERA STRATEGICALLY FOCUSED MARKET LEADER• Merging with Spectrum Control transforms API Technologies from an
S d i d li
Commercial / Consumer 3%Aerospace 4%
9%
EMS dominated supplier to a proprietary and differentiated product and solutions focused company
Communications
p
14%
70%
• Spectrum Control adds $2Bn RF / microwave SAM and creates a scalable defense electronics platform
DefenseMedical / Industrial
• LTM(1) Pro Forma Revenue and Adjusted EBITDA of $353MM and $52MM respectively (14 7% margin)(2)
LTM(1) End Market Mix$52MM, respectively (14.7% margin)( )
• Total Employees: 2,215 • Mexico & China headcount: 583
6
(1) LTM period ending May 31, 2011(2) Including net $13.0MM implemented and being realized cost reductions
ATTRACTIVE PRODUCT PORTFOLIOATTRACTIVE PRODUCT PORTFOLIO
6%
Secure Systems & Information Assurance
Electronics ManufacturingServices
• Mergers broaden product offering and provides access to new growth platforms and programs
26%20%Systems &
SubsystemsSolutions
Services― Deepens value proposition and
increases customer mind share with top tier defense companies
48%
RF Solutions
• Provides for the realization of significant cost savings and cross‐selling opportunities
LTM(1) Product Mix• Improves stability and operating margins
7
(1) LTM period ending May 31, 2011
EXPERIENCED MANAGEMENT TEAMEXPERIENCED MANAGEMENT TEAM
BRIAN KAHN, Chairman & CEOM i M b d F d f Vi t C it l M t
id &
Managing Member and Founder of Vintage Capital ManagementInvested in and served on Executive Boards of several public and private defense companies, including White Electronics, Veritek, OnCore Manufacturing and Integral Systems (NAS:ISYS)
BEL LAZAR, President & COOOver 25 years of experience in the defense, semiconductor and technology sectorsMost recently served as the Senior Vice President of Operations at Microsemi CorporationPreviously spent over 22 years at International Rectifier in expanding leadership and general
l l i i Vi P id f h C ’ A & D fmanagement roles, culminating as Vice President of the Company’s Aerospace & Defense business unit Has completed over 25 consolidations within the Aerospace & Defense electronics sector
JACK FREEMAN, CFOAppointed to the position of CFO of Spectrum Control in 1990Previously was a Principal with the Certified Public Accounting firm of Root, Spitznas & Smiley, Inc.
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DIVERSE PRODUCT OFFERINGSecure Systems &
Information AssuranceSolutions (SSIA)
Systems & Subsystems Solutions (S3)
RF Solutions(RFS)
Electronics Manufacturing Services
(EMS) Solutions
DIVERSE PRODUCT OFFERING
Engineered systems for cyber
LTM(1) Revenue by Division: $20mm (6%)
Highly engineered discrete
LTM(1) Revenue by Division: $69mm (20%)
Custom & off-the-shelf RF,
LTM(1) Revenue by Division: $171mm (48%)
Electronics design,
LTM(1) Revenue by Division: $93mm (26%)
g y ysecurity used by global governments, defense agencies & enterprise.
products & subsystems solutions for defense & commercial customers.
microwave & millimeter wave solutions for high-performance applications.
gengineering & manufacturing services for defense & commercial customers.
Netgard™ EncryptionSuite
Lightweight ComSuite
NHi-1565Dual Transceiver
API™ Hawk i™Video Aiming Device
Integrated MicrowaveAssembly (IMA)
SAW Module New Product Introductions (NPI) Biometric Security
Device
ION™ SA5600 Secure Appliance
TEMPEST VoIPPhone
Laser Night VisionTest Set
Raytheon CircuitCard Re-Design
Power Systems Management
Precision Sensors Counter IEDTechnology
Flexible SMTManufacturing
9
(1) LTM period ending May 31, 2011
FEATURED SUBSYSTEMS: MILITARYMILITARY
Falcon Radio• UHF satellite radios used by troops around the world
API Technologies makes
y p• API makes 14 different required components
CREW Program• Counter IED technology by Syracuse Research
specialized subsystems
that enable defense
by Syracuse Research• API makes circuit cards, assemblies, filters, IMAs, specialty connectors & power modules
Joint Strike Fighter (JSF)
customers to achieve mission
demands
Joint Strike Fighter (JSF)• Lockheed Martin aircraft replacement program• API makes MIL-STD-1553 data bus, position sensors, transducers, filters, hybrids,
f &demands
Patriot Missile• Primary Surface-to-Air Missile (SAM) used by U.S.
d Alli d f
passives, film capacitors & power modules
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and Allied forces• API makes precision position sensors, transducers, hybrids, IMAs & SAW filters
FEATURED SUBSYSTEMS: COMMERCIAL & INDUSTRIALCOMMERCIAL & INDUSTRIAL
Surgical Equipment
API Technologies makes Commercial Aircraft
• da Vinci™ robotic surgery system by Intuitive Surgical®• API makes high-reliability positioning sensors
critical subsystemsthat enable major manufacturers to
• Boeing® (777 & 787), Airbus®, and others• API makes custom hybrids and filter technology
HVAC Systems
meet application requirements
HVAC Systems• Carrier® industrial-grade HVAC units and boilers• API makes the company’s critical temperature sensing components
Data Centers• Ciena® network devices• API makes power management and cycling technology for a variety of the company’s products
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the company s products
FEATURED SYSTEMSFEATURED SYSTEMS
Unmanned Aerial Vehicle• Designed with Army
API Technologies makes OSSCAR RORO
• Roll-on, Roll-off system for
• Designed with Army• Lightweight, collapsible, man-launchable UAV
innovative systemsthat offer
competitive
Roll on, Roll off system for military aircraft• Within 20 minutes turn any C-130 into a high-tech surveillance aircraft
ODIS™/M2P2padvantage and
superior reliability
ODIS /M2P2• Robotic, under vehicle inspection system • Used in Iraq, Afghanistan and at the Superbowl
Hawki™• Leading video aiming system used for explosive device detection and disposal
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NICHE, MARKET LEADING POSITIONSNICHE, MARKET LEADING POSITIONS
• One of the largest selections of high reliability RF / microwave systems and l ff ld d h f l l fsolutions offerings worldwide, with 7 filter platforms
• ~90% of EMS(1) business is “Copy Exact,” resulting in high customer switching costs
• Differentiated products with a large percentage of sole source positions
RF Solutions (RFS)
p g p g p
Electronics ManufacturingServices (EMS)
Other
Systems & Subsystems Solutions (S3)
Other
Secure Systems &Information Assurance (SSIA)
Other
30%
13%
57%
Sole
Other
60%
5%
35%PrimarySource
24%
5%
71%
PrimarySource
45%
5%
50%
PrimaryS
SoleSource
SoleSourcePrimary
Source SoleSource
SoleSource
Source
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(1) Electronics Manufacturing Services(2) LTM period ending May 31, 2011
DIVERSE, BLUE‐CHIP CUSTOMER BASEDIVERSE, BLUE CHIP CUSTOMER BASE
• Long‐standing, deep relationships built Top 10 Customers
# of Programson customer collaboration
• Over 1,500 customers
Tenure # of Programs / Projects
> 20 6
> 20 6
• Serve all the key defense contractors and a range of leading commercial companies
>20 29
Leading Financial Institution 2 1
> 20 22
• Direct supplier to the U.S., U.K and Canadian governments, with several cleared facilities
> 20 22
12 21
> 20 12
cleared facilities
• Exposed to multiple end markets
> 20 38
7 7
6 3
14
6 3
SIGNIFICANT COST REDUCTIONS & SYNERGIES IMPLEMENTED & BEING REALIZED
Public Company Costs• Audit fees
SYNERGIES IMPLEMENTED & BEING REALIZED
$MM
$1.4$1.9
$10.8
($1.1)$51.9
60
70• Director fees• Financial public relations• D&O insurance
Corporate Head Office Costs• HQ operating expenses
$38.9
30
40
50• HQ operating expenses• President & CEO• CFO
Cost Reduction & Consolidation Activities• Segment consolidations Net Cost Reductions & Synergies Implemented = $13.0MM
10
20
30• Facility consolidations• Transfer of commercial product
platforms to China / Mexico• Centralization of sales, marketing,
planning and purchasing
0LTM
Adj. EBITDAPublic
Company CostsCorporate Head
Office CostsCost
Reductions & Consolidation
NewCorporate
Staff
LTMAdj. EBITDA +
Synergies
• Elimination of external machining
New Corporate Staff• New President & COO• New CFO
(1)(1)
Activities
15LTM period ending May 31, 2011
HIGHLY FLEXIBLE, LOW COST PRODUCTION BASEPRODUCTION BASE
Production Base Differentiators Description
Vertical Integration• Self‐sufficient and autonomous supply chain at Spectrum Control
• Extremely quick new design turnarounds
• Short product lead‐times ‐ less than 4 weeks
High Flexibility• Non‐unionized work force with at will contracts
• Majority of facilities operate single shifts
Low Cost• Facilities in Mississippi, Mexico, and China
• Mexico facility has certifications to produce cost‐sensitive ITAR controlled
products
Low Capital Requirements • CapEx / Sales of ~1.5%
16
DIVERSE AND ATTRACTIVE PROGRAM/PRODUCT EXPOSUREPROGRAM/PRODUCT EXPOSURE
• Over 350 programs / projects
• Top 15 programs / projects represent less than 50% of sales
55.3%
17
2011 MILESTONES2011 MILESTONES
• Acquired and integrated SenDEC
• Substantially completed consolidating API Defense• Substantially completed consolidating API Defense
• Secured $170mm debt and $134mm in two private equity placements for the financing of Spectrum Control acquisition
• Obtained S&P rating of B+ and Moody’s ratings of B2
• Acquired Spectrum Control
• Annualized net cost reductions of over $13mm at Spectrum Control which have been• Annualized net cost reductions of over $13mm at Spectrum Control, which have been implemented and are being realized
• Realigned and structured API Technologies organization into 4 divisions (S3 RFS SSIA EMS) to better align offerings and serve customers(S3, RFS, SSIA, EMS) to better align offerings and serve customers
• Received AS9100 Rev C certification for Windber and Alum Bank sites
• Listed on NASDAQ
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RECENT WINS
Systems & Subsystems S l ti (S3)
RF Solutions(RFS)
Secure Systems & Information Assurance
Electronics Manufacturing Services
RECENT WINS
Solutions (S3)(RFS) Information AssuranceSolutions (SSIA)
.
Manufacturing Services (EMS) Solutions
. . .$2.6M win for assemblies for Explosive Ordnance Disposal
$2.5M win for circuit boards for surveillance and intelligence-
Critical tuners & for intelligence-gathering systems Revenue est $2 7M
$2.5M award with UK government for secure communicationsOrdnance Disposal
products
Assemblies for electronic warfare technologies ($3.6M)
intelligencegathering products
3-year LTA (up to $3.2M/year) for circuit cards in long-range
Revenue est. $2.7M
Signal filtering, processing and power distribution systems for wireless and optical platforms
communications equipment for mobile and static environments
Secure remote device management ($ )
Disposable electronic devices, which measure blast trauma
g gsurveillance systems
$9M, multi-year agreement for engineering and
p p
$1.9M win for microelectronic components for military aircraft display
gplatform to be used defense-related VoIP network upgrade
Ongoing pilot/testing g genhanced EMS for classified programs
p y g g p gprograms for encryption product at military locations
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HISTORICAL FINANCIALSHISTORICAL FINANCIALS$MM Not Pro Forma (1)
2007 2008 2009 2010 2011API Technologies 27.2 29.9 32.8 110.0 89.0 SenDEC 47.5 32.6 47.4 107.5 93.0 Spectrum Control 136.5 130.7 132.3 163.9 171.2 Revenue $211.2 $193.2 $212.4 $381.4 $353.2
Combined Gross Profit 53.8 41.7 50.3 88.5 82.1(3)
Synergies / – – 7 0(4)Cost Reductions(2) – – – – 7.0(4)
Gross Profit $53.8 $41.7 $50.3 $88.5 $89.1 % Margin 25.5% 21.6% 23.7% 23.2% 25.2%
Combined EBITDA 29.4 19.0 24.7 28.3 38.9Synergies / C t R d ti – – – – 13.0(4)Cost Reductions 13.0
Pro Forma Adjusted EBITDA $29.4 $19.0 $24.7 $47.6 $51.9% Margin 13.9% 9.8% 11.6% 12.5% 14.7%
CAPEX $7.1 $5.9 $4.7 $10.9 $9.7 % Revenues 3.4% 3.0% 2.2% 2.9% 2.7%
(1) 2007 – 2009 are not pro forma for API Technologies acquisitions of Cryptek & Kuchera(2) Impact of the net $13 million cost reductions on gross profit(3) Excludes restructuring costs(4) Implemented and being realized cost reductionsNote: Information for SenDEC reflects only that portion of SenDEC’s business acquired by API Technologies
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BALANCE SHEET(a)BALANCE SHEET
Assets (in $ millions) Liabilities & Shareholders’ Equity (in $ millions)
$Cash & equivalents $20.7
Accounts receivable $40.2
Inventory $67.4
Accounts payable & accrued expenses $30.4
Current debt $0.2
O h $0 8Other $7.9
Total Current $136.2
Other $0.8
Total Current $31.4
Fixed assets $49.8
Long-term debt $172.2
Deferred taxes $34.1
Total Liabilities $237.7
Goodwill & intangibles $324.5
TOTAL $510.5
Total Shareholders’ Equity $272.8
TOTAL $510.5
(a) Pro forma as of May 31, 2011
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(a) Pro forma as of May 31, 2011to include acquisition of Spectrum Control
KEY STRATEGIC HIGHLIGHTSKEY STRATEGIC HIGHLIGHTSNiche, Market Leading Positions
• Sole / long‐term design‐in or primary source positions (89% of LTM(1) sales)• Largest selection of RF/microwave filters for high reliability applications • High degree of technical proficiency and well proven design systems
Diverse, Blue-Chip Customer Base
• Long‐standing, deep relationships with a broad group of leading defense and commercial companies • Collaborate with customers early in product design cycles• Over 1,500 customers and 350+ programs / projects, with exposure to multiple end markets
• Digitization of the battlefield drives favorable long‐term outlook for defense electronics manufacturers
Attractive End Markets
Significant Cost Reductions /
Digitization of the battlefield drives favorable long term outlook for defense electronics manufacturers
• Attractive positions on growth defense platforms – e.g., C4ISR, Electronic Warfare, IPMEIR, Missile Defense, RADAR & UAVs
• Niche, high margin opportunities in the medical, industrial, commercial and consumer industries
• ~$13MM of implemented and being realized cost reductions, through public company and corporate cost takeouts and low risk consolidationsSignificant Cost Reductions /
Synergies
Compelling Financial Profile
cost takeouts and low risk consolidations
• Substantial cross‐selling opportunities with increased customer mind share
• Vertical integration provides capability to function as self‐sufficient supply chain
• Highly flexible, low cost production base
Experienced Management Team
Profile• Strong cash flow profile driven by capex requirements of approximately NTU of sales
• Average industry experience / tenure of 25 years• Extensive experience in the successful integration of businesses worldwide• Vintage Capital Management is an operations focused owner with a history of success integrating and
streamlining assets
22(1) LTM period ending May 31, 2011