1. Acquisition of the Electronic Products Division of Kratos Defense & Security Solutions, Inc.
1 June 2015
Good morning everyone and thank you for joining this call to present Ultra’s acquisition of the Electronic Products Division (EPD) of Kratos Defense & Security Solutions. I will provide an overview of EPD and the strategic rationale behind the acquisition and then Mary will provide transaction and financial highlights. We will finish the meeting with a Q&A session. As usual the slides and script will be available on our website this afternoon. We will also be recording the Q&A session but this will not be broadcast or copied anywhere else and is to be used for our own internal purposes only.
So now on to the overview.  
Ultra Electronics

2. Overview
Ultra Electronics to acquire the Electronics Product Division (“EPD”) of Kratos Defense & Security, Inc. (“Kratos”) for a cash consideration of up to US$265m
EPD (formerly Herley Industries, Inc.) is a leading designer and producer of RF and microwave integrated systems and subsystems for use in electronic warfare (EW), radar, communication, missile, flight test and simulation applications
Sole-source provider of proprietary technology on existing and future strategic platforms
Long-standing relationships and proven performance on mission critical national security programmes
Well-positioned for opportunities on F-35 JSF and other strategic national defence and security programmes
New England (HQ)
Lancaster
CTI
EWST
Massachusetts, US
Pennsylvania, US
New Jersey, US
Hampshire, UK
Integrated MW assemblies
MW switches and components
High power coaxial and waveguide components
Receiver protectors
Hybrids
Flight instrumentation
RF/MW assemblies
Telemetry
Automatic carrier landing systems & data acquisitions
IFF systems
Signal generation
Up/down conversion
Synthesizers
Oscillators
Radar target generators
Digital RF memories
Systems for electronic countermeasures
Radar target & radar threat simulation equipment for operator training
System test & evaluation
EPD, formerly known as Herley Industries before being acquired by Kratos in 2011, is a leading designer and producer of RF and microwave integrated systems and sub-systems for use in electronic warfare, radar, Communications, missile, flight test and simulation applications. The business has evolved from a provider of microwave components into a value-added, sole source supplier of differentiated subsystems to strategic, high profile national security programmes. Their long history as a market leader in RF and microwave technology, designed-in positions on enduring and strategic platforms and established customer relationships, position EPD for significant near-term and long-term prospects.
EPD’s activity falls into three sub-segments of the EW market;
• Electronic Protect
• Electronic Attack and
• Electronic Support or as it is sometimes called Electronic Surveillance
The company is based on four sites: three in the US and one in the UK located at;
• Whippany, New Jersey
• Lancaster, Pennsylvania
• Woburn, Massachusetts and
• Farnborough, Hampshire
The major offerings from each site are listed on this slide.
Please also note that this acquisition does not include the facility in Israel which you may find referenced to on the Kratos web site.
Turning to the next slide.
Note: Ultra is acquiring Kratos’ Electronic Product Division (EPD). EPD has separate Israeli businesses named Kratos-General Microwave Israel and Kratos GMI-Eyal, which are not part of this acquisition
Ultra Electronics

3. EPD current platforms and customers
Select critical platforms
P-8A Poseidon
Trident II D5 Missile
F-16 Fighting Falcon
EA-18G Growler
SEWIP
Eurofighter Typhoon
Top customers
Government
Defence primes
2014A revenues by customer type
The EPD business model is both an operational and cultural fit to Ultra.
EPD primarily serves the Tier 1 and Tier 2 OEMS in the defence electronics industry. Its four major customers, Northrop Grumman, Lockheed Martin, Raytheon and Boeing collectively accounted for 46% of EPD’s 2014 revenue. Our customer due diligence has confirmed the close relationship that EPD has with its customers. This is demonstrated in the company’s track record of winning 97% of programme re-competes - a key differentiator. The customer revenue pie chart provides the detail of the remaining 54% of 2014 revenue. Interestingly, most of the international military revenue originates from the UK facility. International customers include; Germany (8.9%), Australia (4.9%), Italy (3.4%), Sweden (2.1%) and Singapore (1.7%). Although not built into the five year model, I would expect Ultra’s geographic reach to extend EPD’s international revenue.
An aspect of EPD’s strategy that is very similar to Ultra’s is the cross-mapping of technology and offerings onto long lived platforms and programmes. This brings resilience to EPD’s orderbook. I have noted some of the key platforms on this slide. As part of the Ultra Group, EPD will be able to build and enhance on its current reputation as a high quality supplier and dovetail neatly into one of Ultra’s strategic guidelines ‘to be a non-threatening strategic partner to its customers’.  
You will notice that the EA-18G Growler is on the list of platforms. This aircraft has been an amazing success but we know it is now coming to an end. Boeing is funded to produce the last lot of the EA-18G aircraft in fiscal year 2015 for 2017 delivery. The US Congress is preparing its change to the President’s 2016 budget and is expected to add additional EA-18G aircraft which may extend the programme to Regardless of that outcome, EPD has been updating its products and capabilities and positioning to transition to new aircraft and surface combatant programmes, such as SEWIP, ahead of the end of the EA-18G programme.
So having laid a foundation of understanding, let me move on to the strategic rationale for this acquisition.
Ultra Electronics

4. Strategic rationale
Establishes a major presence in the growing market of electronic warfare (EW)
Provides market and customer synergies with Ultra’s C2ISR market segment
Well-established supplier to the attractive US EW market, which is growing at over 3% CAGR
Long-term contracts strengthen Ultra’s order book visibility
The combined technologies under Ultra’s ownership will provide opportunity to gain market share
I am very confident about the benefits that the acquisition of EPD will bring to Ultra and vice versa. But, just as you would expect from Ultra, we have been driven by financial discipline as well as strategic opportunity. We first identified EW as a preferred market segment in 2007 with the acquisition of a small company called Telemus in Ottawa, now part of our TCS business. Our second investment was in Australia with the acquisition of Avalon Systems. Our desire to enter the EW market is not an emergent strategy but an underlying one. Our recently completed strategic review of our organisation into customer facing market segments, where EPD fits into our C2ISR market segment, enables us to vocalise this more effectively as I promised earlier in the year.
The acquisition of EPD provides Ultra with a solid position in the US EW market, which is not only the largest in the world, but is also set for greater growth as tensions continue in the Pacific and the Balkans. The US DoD has publicly declared that they want to return to the dominance of the airwaves that they enjoyed during the Cold War. Recent conflicts have not involved sophisticated EW threats. Future conflicts will. The US EW market is set to grow at 3.3% CAGR over the next 10 years. Interestingly, the international market surpasses this growth rate, albeit from a lower start point, at 6% CAGR.
EPD’s typical opening order cover is around 67-70% with the balance being spares and repairs and annual contracts. Consequently, there is very little in-year book and ship. As a secondary benefit to Ultra, this attractive profile will increase the robustness and visibility of Ultra’s order book.
Early in the integration phase we will embed key aspects of our culture and process such as; LEAP, LAUNCH and Collaborative Autonomy. These along with EPD’s reputation for technology, quality, reliability and delivery will ensure that not only do they continue to win almost all of the re-competes but also win market share from competitors.
On completion of the acquisition the Company will be renamed Ultra Electronics Herley Industries and finally, I am pleased to confirm that the existing management team of EPD will transfer to Ultra including the current President, Rich Poirier. I look forward to working with them to deliver the results that I know are achievable.
With that I’d like to hand over to Mary
One of the few providers of specialist RF/ Microwave applications for
electronic warfare & electronic attack in the market space, with decades
of proven performance and strong pipeline of future opportunities
Ultra Electronics

5. Transaction highlights
Consideration
Total enterprise value of US$260m paid in cash at closing
Up to additional US$5m in cash in consideration of utilising tax assets and is expected to be paid within the next 12 months
Financial
data
EPD 2014: EBITDA - US$22m; PBT US$11m; gross assets US$217m
Annual capex and depreciation – c. US$4m
Approvals, terms and timing
Subject inter alia to US regulatory approvals
Transaction expected to close in Q3 2015
Thank you Rakesh. And moving on to the key financial elements of the transaction. There will be a payment of $260m in cash at closing, representing the total enterprise value. In exchange for the tax election which I will cover later, up to a further $5m is expected to be paid within the next 12 months.
The press release covers the key financial metrics for EPD for the year to December You can see reported EBITDA is $22m with a PBT of $11m, and gross assets are $217m. To give you a sense of their EBIT and cash conversion, capex and depreciation and amortisation are both around $4m. Their cash conversion is broadly in line with Ultra’s.
The transaction is subject to US regulatory approvals, and, assuming satisfaction of all closing conditions, is expected to close during the third quarter of this year.
EPD will be integrated into Ultra’s Tactical & Sonar Division, reporting into Mike Baptist.
Ultra Electronics

6. Financial impact
Financial
Transaction will be earnings accretive from the first full year
2016E Net Debt/EBITDA expected to be comfortably below 2x
Purchase price represents 7.7x LTM EBITDA taking into account tax benefits and run-rate cost synergies to be realised
Synergies
Recurring pre-tax cost synergies of approximately US$8.0m per annum to be delivered in full by the end of 2019
Production efficiencies
Site rationalisation
Elimination of duplicated overheads
Section 338(h)(10) election tax shield results in tax savings of c.$5m pa for 15 years
No revenue synergies have been assumed
Funding
Mix of Ultra’s existing facilities and a new 4 year US dollar term Loan
Key terms and covenants match those of existing facilities
The transaction will be earnings accretive during the first full year. Net debt/EBITDA following the transaction will be within Ultra’s guided range and is expected to be comfortably below 2x by 2016 financial year end.
The purchase price represents an implied multiple of 7.7x on a Trailing EBITDA multiple basis taking account of cost synergies to be realised and tax benefits.
Firstly I’ll cover the cost synergies.
We have identified recurring pre-tax cost synergies of approximately $8m per annum to be delivered by The cost synergies fall into three categories, production efficiencies, site rationalisations and elimination of duplicated overheads These synergies start to ramp up from 2017, as certain programmes such as Growler come to an end, allowing us to make some site rationalisations. This also reflects a prudent approach to the timing of delivery, and at this point we have not assumed any savings from the group shared services programme.
Second, the tax benefit. On acquiring EPD, Ultra has the option of making a s338 election which allows an acquiror company to gain certain tax advantages. This increases our tax deductible costs, delivering cashflow benefits of c.$5m per year for 15 years. To offset the increased tax bill that the vendor will incur Ultra has agreed to pay up to $5m as I mentioned earlier.
Moving on to funding, the acquisition will be financed using Ultra’s existing facilities and a new 4 year $225m Term loan provided by four banks from Ultra’s existing core banking group. Key terms and covenants match those of the existing facilities.
I will now hand back to Rakesh for a few closing comments.
Ultra Electronics

7. That concludes our formal presentation
That concludes our formal presentation. This is a good deal for Ultra establishing a position in the growing EW market. It is a large acquisition for us and we have taken a prudent approach in our assumptions and due diligence, maintaining our usual financial discipline. We will now take your questions. Please would you state your name and organisation before asking your question.
Ultra Electronics