Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Jason Industries, Inc. | d693977d8k.htm |
| EX-2.1 - EX-2.1 - Jason Industries, Inc. | d693977dex21.htm |
| EX-2.2 - EX-2.2 - Jason Industries, Inc. | d693977dex22.htm |
 Quinpario Acquisition Corp.
Investor Presentation
Acquisition of Jason Incorporated
March 18, 2014
Exhibit 99.1 |
 Disclaimer
2
Forward Looking Statements
This presentation includes “forward looking statements” within
the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements
may be identified by the use of words such as “anticipate,”
“believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that
are not statements of historical matters. Such forward looking statements
include projected financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies,
prospects and other aspects of the businesses of Quinpario Acquisition
Corp. (“QPAC”), Jason Partners Holdings Inc. (“Jason”) and the combined company after completion of the proposed business
combination are based on current expectations that are subject to risks and
uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward
looking statements. These factors include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could give rise to the termination of the Stock Purchase Agreement for the
business combination (the “Purchase Agreement”); (2) the outcome
of any legal proceedings that may be instituted against Jason or QPAC following announcement of the proposed business combination and
transactions contemplated thereby; (3) the inability to complete the
transactions contemplated by the proposed business combination due to the failure to obtain approval of the stockholders of QPAC, or other
conditions to closing in the Purchase Agreement; (4) the ability to obtain
or maintain the listing of the post-combination company’s common stock on NASDAQ following the business combination; (5) the risk
that the proposed business combination disrupts current plans and
operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated
benefits of the business combination, which may be affected by, among other
things, competition, the ability to integrate the Jason and QPAC businesses, and the ability of the combined business to grow and
manage growth profitably; (7) costs related to the business combination;
(8) changes in applicable laws or regulations; (9) the possibility that Jason or QPAC may be adversely affected by other economic,
business, and/or competitive factors; and (10) other risks and
uncertainties indicated from time to time in the proxy statement, including those under “Risk Factors” therein, and other filings with the Securities
and Exchange Commission (“SEC”) by QPAC. You are cautioned not to
place undue reliance upon any forward-looking statements, which speak only as of the date made. QPAC and Jason undertake no
obligation to update or revise the forward-looking statements, whether
as a result of new information, future events or otherwise. Financial Presentations
This presentation includes non-GAAP financial measures, including EBIT,
EBITDA, Proforma EBITDA, EBIT Margin and EBITDA Margin. EBITDA is calculated as earnings before interest and taxes (“EBIT”)
plus depreciation and amortization (“EBITDA”). In addition,
Proforma EBITDA is calculated as EBITDA adjusted to give pro forma effect to (i) the proposed business combination with QPAC, (ii) the business
combination’s related changes to the post-combination
company’s capitalization structure and (iii) the estimated increase expenses of operating as a public company. EBIT Margin is defined as EBIT divided by
total revenues. EBITDA Margin is defined as EBITDA divided by total
revenues. Non-GAAP and Other Company Information
Jason believes that these non-GAAP measures of financial results
provide useful information to management and investors regarding certain financial and business trends relating to Jason’s financial condition
and results of operations. Jason’s management uses these non-GAAP
measures to compare Jason’s performance to that of prior periods for trend analyses, for purposes of determining management incentive
compensation, and for budgeting and planning purposes. These measures are
used in monthly financial reports prepared for management and Jason’s board of directors. Jason believes that the use of these
non-GAAP financial measures provides an additional tool for investors
to use in evaluating ongoing operating results and trends and in comparing Jason’s financial measures with other companies in the
finishing, seating, acoustics or components business, many of which present
similar non-GAAP financial measures to investors. Management of Jason does not consider these non-GAAP measures in isolation
or as an alternative to financial measures determined in accordance with
GAAP. We have not reconciled the non-GAAP forward looking information to their corresponding GAAP measures because we do not
provide guidance for the various reconciling items such as stock-based
compensation, provision for income taxes, depreciation and amortization, costs related to acquisitions, and foreign currency
remeasurements and transactions gains and losses, as certain items that
impact these measures are out of our control or cannot be reasonably predicted. You should review Jason’s audited financial statements,
which will be presented in QPAC’s proxy statement to be filed with the
SEC and delivered to QPAC’s stockholders, and not rely on any single financial measure to evaluate Jason’s business.
Other companies may calculate EBITDA, Adjusted EBITDA and other
non-GAAP measures differently, and therefore our EBITDA, Adjusted EBITDA and other non-GAAP measures and that of Jason may not
be directly comparable to similarly titled measures of other companies.
Additional Information
Participants in the Solicitation
QPAC and its directors and executive officers and other persons may be
deemed to be participants in the solicitations of proxies from QPAC’s stockholders in respect of the proposed business combination.
Information regarding QPAC’s directors and executive officers is
available in its Annual Report on Form 10-K for the year ending December 31, 2013 filed with the SEC on March 7, 2014. Additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement when it
becomes available.
The proposed business combination will be submitted to stockholders of QPAC
for their consideration. Stockholders are urged to read the proxy statement regarding the proposed business combination
when it becomes available because it will contain important information.
Stockholders will be able to obtain a free copy of the proxy statement, as well as other filings containing
information
about
QPAC,
without
charge,
at
the
SEC’s
Internet
site
(www.sec.gov).
You
will
also
be
able
to
obtain
these
documents,
free
of
charge,
by
accessing
Quinpario’s
website
(http://www.quinpario.com).
Copies
of
the
proxy
statement
and
the
filings
with
the
SEC
that
will
be
incorporated
by
reference
in
the
proxy
statement
can
also
be
obtained,
without
charge,
by directing a
request to Paul J. Berra III, Vice President, General Counsel and
Secretary, 12935 N. Forty Drive, St. Louis, Missouri 63141. |
 Agenda
•
Summary
•
Jason Overview
•
Growth Opportunities
•
Financial Overview |
 Quinpario Acquisition Corp. to Acquire Jason Incorporated
•
On March 16, 2014, Quinpario Acquisition Corp. (“QPAC”) entered
into a definitive agreement to acquire Jason Incorporated
(“Jason”) 4
Entity to be listed on NASDAQ post business combination
JPHI Holdings Inc.
JPHI Holdings Inc. |
 Transaction Overview
5
Transaction
•
QPAC, through its newly formed acquisition sub, JPHI Holdings Inc., will
acquire 100% of Jason
•
Transaction expected to close 2nd Quarter, 2014
Consideration
•
Transaction value of $538.65 million
–
6.75x 2013 Actual Proforma EBITDA of $79.8 million
–
Includes cash for working capital, payment of transaction expenses, and
assumes 50% of warrants repurchased at $0.75 per warrant
Board &
Management
•
Jeffry N. Quinn, founder of Quinpario, to serve as the chairman of the
board of directors
•
David Westgate, Chief Executive Officer of Jason, to remain CEO and serve
on the board of directors
•
Board to be constituted of members from incumbent QPAC board members,
incumbent Jason board members and other qualified
individuals •
Existing Jason management to continue to run the business
•
Total estimated Transaction capital requirement of approximately $655
million
•
Acquisition funding sources assumes approximately $420 million of newly
issued debt, $14 million of foreign rollover debt, $177
million of cash in trust at QPAC, $35 million of rollover
equity from management and existing shareholders, and $8.5
million of cash to be left in Jason |
 (1)
Debt at foreign subsidiaries
(2)
Assumes $177.075 million of cash in trust does
not redeem
(3)
Estimated amount relating to sale of JV
(4)
Assumes 50% of the warrants are repurchased at
$0.75 per share and cancelled
(5)
Ownership as of transaction close
(6)
Remainder of Quinpario promote to vest upon
certain share price hurdles
Capitalization and Ownership
6
Sr.
Secured
1
st
Lien
Term
Loan
$300
Sr.
Secured
2
nd
Lien
Term
Loan
120
Rollover
Debt
1
14
Revolver ($40M Facility)
-
QPAC
Equity
2
177
Rollover Equity
35
Cash
Left
in
the
Business
3
9
Total Sources
$655
Purchase Price
$539
Warrant
Adjustment
4
7
Fees and Cash for Working Capital
109
Total Uses
$655
Pro Forma Capitalization at Closing
Cash
$80
1
st
Lien
Term
Loan
$300
2
nd
Lien
Term
Loan
120
Rollover Debt
14
Total Debt
$434
Equity Capitalization
$212
Total Capitalization
$646
2013A Proforma EBITDA
$79.8
Net Cap / 2013A Proforma EBITDA
7.10x
Net Debt / 2013A Proforma EBITDA
4.44x
Sources
Uses
Post Transaction Share Cap:
Shares
% of Total
QPAC Public Shareholders
17,250,000
74.8%
Rollover Equity
3,441,720
14.9%
Quinpario Private Placement Shares
1,150,000
5.0%
Quinpario Sponsor Promote
6
1,226,667
5.3%
TOTAL
23,068,386
100.0%
Pro
Forma
Ownership
5
($ in millions) |
 Investment Highlights
7
Market leader in niche highly engineered components
Macro trends that support growth across all segments
Diversified blue chip customer base
Earnings growth opportunities from pricing, operational improvements and
margin expansion
Strong free cash flow generation
Robust new product pipeline with a track record of innovation
Proven acquisition platform to support future M&A activity
Experienced management team with a track record of success
|
 Quinpario’s Capabilities will Strengthen Jason
8
•
Engage in synergistic bolt-on acquisitions to
strengthen core business, with initial focus on
Jason’s Finishing and Seating segments
•
Seek new platform acquisition opportunities that
will generate excess returns for shareholders
•
Grow Jason’s business segments globally with a
focus on new market access & increased market
penetration, especially in Asia and Latin America
•
Further differentiate Jason’s key brands through
insight-driven channel/product development
•
Capture operational synergies across businesses
•
Improve operating efficiency by instilling
demand-driven lean processes
•
Leverage global sourcing spend to scale up
performance and margins
•
Develop robust strategic planning process
•
Strengthen market & customer driven approach
•
Develop shareholder driven mentality based on
long term success of the business
Quinpario
Partners
Legal and
Governance
M&A
Strategic
Planning
Shareholder
Mindset
Deep
Analytics
Business
Operations
Quinpario’s Capabilities
•
World-class public company board to assist
growth and development of Jason
•
Align management incentives with shareholder
value creation
Quinpario’s Support to Jason
Strategy
Process
Excellence
Global
Growth
M&A
Corporate
Governance |
 •
Summary
•
Jason Overview
•
Growth Opportunities
•
Financial Overview |
 Employees:
~4,000
Headquarters:
Milwaukee, WI
2013 Revenue:
$680.8M
2013
EBITDA:
$79.8M
Founded:
1985
Manufacturing:
32 Sites in 11 Countries
Square Feet of Manufacturing
Space:
~2.5 Million
Management:
David Westgate, Chairman, President and CEO
Steve Cripe, Chief Financial Officer
Jason Business Overview
10
Financial Profile
Business Mix
(1)
Key Company Facts
Geographic Footprint
Acoustics
Components
Finishing
Seating
Components
20%
Acoustics
30%
Finishing
26%
Seating
24%
US
73%
EU
19%
Mexico
5%
ROW
3%
_____________________
(1)
Estimated 2013 mix |
 Segment Overview
11
Segment
Leading commercial and industrial
seat manufacturer
Designs and manufactures a broad
spectrum of seating systems for
multiple vehicle platforms
Differentiated patents and IP filings
Key Highlights
Brands
Products
% of 2013A Revenue
% of 2013A EBITDA
World’s largest producer of
customized industrial brushes, buffs
and buffing compounds
65% consumable, high recurring
revenue
Over 10,000 SKUs of industrial
consumable products
Used for surface finishing,
preparation, metal removal, sealing,
shielding and polishing
Leading Provider of fiber-based
acoustical products to the
automotive industry
Have product on 75% of the light
vehicle platforms in North America
Innovative solution provider with
brand recognition
Broad range of stamped, formed,
expanded and perforated metal
components and sub assemblies
Products used in filter products,
smart utility meters, railcars,
generators and other industrial
equipment
Seating
Finishing
Acoustics
Components |
 Seating Overview
12
Milsco brand maintains the #1 position in the global
static seating market
Primary product segments include Heavyweight
Motorcycles, Turf Care, Heavy Industry and
Powersports
Next generation seating product development
focus on turf care and industrial equipment seating
products
Seating’s high quality products and superior design capabilities have
positioned it as the #1 provider of seats across a majority of its
target end markets United
States
82%
Motorcycle
Aftermarket
13%
United
States
82%
_____________________
(1)
Management estimates.
Representative Products and Applications
Overview
Addressable Market
(1)
Revenue by Geography
Revenue by End Product
_____________________
Note: Based on 2012 revenue.
Mexico
11%
Europe
7%
Turf
Equipment
47%
Motorcycle
OEM
20%
Lifts
9%
Constr. &
Ag.
5%
Marine
4%
Utility
Vehicles
2%
Market Size
North America
$450 M
Global
$2.5B |
 Finishing Overview
13
Manufacturing, distribution and sales facilities in 17
countries
65% of revenue from consumables
#1 manufacturer of industrial and maintenance
brushes, buffs and compounds in the world
More than 30,000 customers worldwide; only
business supplying global marketplace
Europe
55%
Finishing’s well-recognized brands maintain exceptional
world-wide reputations for quality _____________________
(1)
Management estimates.
Representative Products and Applications
Overview
Addressable Market
(1)
Revenue by Geography
Revenue by End Product
_____________________
Note: Based on 2012 revenue.
Industrial
Compounds
23%
Industrial
Brushes
62%
Europe
55%
India
2%
Mexico
3%
South
America
6%
North
America
34%
Other
15%
Industrial Brushes
Buffs and Compounds
Total Global Addressable Market
Market Size
$1,035 M
$195 M
$7 B |
 Acoustics Overview
14
Products are used in approximately 75% of light
vehicles in North America today, including the
majority of top platforms
Acoustic products also sold to a wide range of other
vehicles, including sport utility vehicles and light
trucks
Jason’s Acoustics Segment product content per
vehicle increased by 34% between 2009-2012
Growth opportunity in Asia and Latin America
Acoustics has developed extensive design and manufacturing expertise that
allows it to provide custom acoustical solutions for each vehicle
platform it serves Luggage
Compartment
Door Panels
Dash Insulators
Interior -
Exterior
Under Bonnet /
Hoodliners
Floor –
Carpet
Underlayment
Hush Panels
Wheelhouse /
Cowl
Package Tray
Substrate
_____________________
(1)
Management estimates.
Representative Products and Applications
Overview
Addressable Market
(1)
Revenue by Geography
Revenue by End Product
_____________________
Note: Based on 2012 revenue.
Market Size
North America
$2
B
Global
$10
B
Die Cut
Insulation
47%
Molded
Insulation
24%
Trunk
Systems
9%
Carpet
Systems
8%
IP Panels
7%
Wheel
Liners
4%
Engine
2%
North
America
78%
Europe
22% |
 Components Overview
15
Leading manufacturer of individual engineered
solutions and expanded / perforated metal
components
#1 independent manufacturer of electric meter bases,
rail safety products (anti-slip surface) and expanded
metal products in North America
Product categories are united by a common culture
of maintaining industry leading engineering
capabilities
Jason Components has great long term customer partnerships due to its
innovative design and manufacturing capabilities
North America
100%
_____________________
(1)
Management estimates.
Representative Products and Applications
Overview
Addressable Market
(1)
Revenue by Geography
Revenue by End Product
_____________________
Note: Based on 2012 revenue.
Filtration
27%
Electric
Meters
25%
Rail
21%
Industrial
15%
Small
Engines
8%
Power
Equip.
2%
OEM
2%
Market Size
North America
$790 M
Global
$2B |
 Long-Term Relationships with Blue Chip Customers
16
Customer Since 1934
80 Years
Customer Since 1928
86 Years
Customer Since 1968
46 Years
Customer Since 1967
47 Years
Customer Since 1990
24 years
Customer Since 1988
26 Years
Customer Since 1991
23 Years
Customer Since 1990
24 years
Customer Since 2011
2 Years
Customer Since 2011
2 Years
Customer Since 1993
21 Years
Customer Since 2002
11 Years
Customer Since 2008
5 Years
Customer Since 2009
4 Years
Customer Since 1984
30 Years
Customer Since 1987
27 Years
Customer Since 1986
28 Years
Customer Since 1978
35 Years
Customer Since 1975
39 Years
Customer Since 1972
42 Years
Customer Since 1975
39 Years
Customer Since 1978
35 Years |
 A Leading Supplier of Highly Engineered Components
17
Established Industry
Leader
Scalable Business
Model
Diverse, Global
Footprint
Effective Management
Philosophy
Growing Presence in
Emerging Markets
Successful,
Long-Tenured
Management Team
Strong Free Cash
Flow Generation
Proven Acquisition
Platform
Superior Design and
Manufacturing
Solutions |
 •
Summary
•
Jason Overview
•
Growth Opportunities
•
Financial Overview |
 Strong Platform to Support Organic Growth
Enhanced commercial approach to improve pricing and
margin
Share expertise and best practices across businesses by
applying Jason Business System (JBS)
Continued
global
expansion
-
Finishing
in
South
Asia,
Seating in Eastern Europe, Brazil
Leverage the Company’s scalable platform to optimize its
international presence
Further
Geographic
Expansion
Collaborative design and manufacture of customized
products for Seating and Finishing
Fast growing rail and heavy industries markets expected to
account for >25% of new product revenues
New Product
Development
19
Strong industrial production
and capacity utilization rates
Jason’s market-leading
brands to provide sustainable
profitability
Seating
Finishing
Acoustics
Components
Innovation and Global
Expansion
Operational and Commercial
Improvements
Growth Drivers
Margin
Expansion |
 New Products to Contribute $40M-$60M
(1)
Annually in Growth
20
Oil & gas pipeline brushes
High Temp Furnace Rolls
Snow Protec –
snow protection
for heated railroad switches
Agricultural and Construction
Seating
Commercial Turfcare Seating
Heavy-Duty Motorcycle Seating
Underbody panels
Storage Bins (Glove Box, Map
Pocket, Coin Tray)
Landis + Gyr S4X Meter
Generator Panel for Portable
Generators
Safety Platforms
Jason has a robust new product pipeline; macro trends support several new
product launches Finishing
Seating
Acoustics
Components
Segment
Select New Product Pipeline
New pipelines driven by
Clean coal, deep water and
hydraulic fracturing
Growing global agriculture
and construction equipment
demand will spur need for
next generating seating
Shift towards lower weight,
fuel efficient Hybrid and
electric vehicles
Continued demand for
hopper cars
Increased oil production
driving tank car production
Trends
Attractive End Markets
_____________________
(1)
Management estimates. |
 •
$250M-$500M revenue
•
Target businesses that
will leverage Jason’s
core competencies
•
A focus on generating
above market returns
•
$25M-$250M
of additional
revenue
•
Strengthen core
businesses
Future M&A Activity to Drive Significant Shareholder Returns
21
BOLT-ON
NEW PLATFORM
BOLT-ON
NEW PLATFORM |
 Demonstrated Track Record of Acquiring Businesses
Since formation,
Jason has acquired
and integrated 40
businesses
Successfully
integrating
acquisitions has
been key to Jason’s
Strategy
Significant
Growth Potential from M&A
45 Targets identified with over $1 Billion+ Revenue
Cumulative Revenue
(1)
#
Number of Acquisitions
3
1
2
2
3
2
1
1
2
2
2
3
4
2
1
1
2
2
2
1
1
($ in millions)
22
Average Multiple Reduction of ~1.0x
Current
Pipeline
Segment
Rationale
Estimated
Revenue ($m)
Seating
Market Expansion,
Product Line Expansion
$50-$250
Finishing
Product Line Expansion,
Synergistic
$85-$200
Components
Market Expansion
$35-$100
Jason
would
strongly
consider
adding
a
new
platform
in
the
right
adjacent
market
_____________________
Note: 1. Excludes organic growth of acquired businesses.
$0
$100
$200
$300
$400
$500
$600
$700
'86
'87
'88
'89
'90
'91
'92
'93
'94
'95
'96
'97
'98
'99
'00
'01
'02
'03
'04
'05
'06
'07
'08
'09
'10
'11
'12
5.5x
3.8x
4.2x
3.5x
3.8x
2.5x
3.7x
2.6x
0.0x
1.0x
2.0x
3.0x
4.0x
5.0x
6.0x
Morton
Michigan Seat
Lippert-Unipol
Arcor
EBITDA Multiple at Acquisition
EBITDA Multiple Post Integration |
 Quinpario’s Vision: Jason -
a Significant Growth Platform
23
EBITDA
$79.8M
11.7%
$91.6M
12.4%
$150M
15%
~$200M
~15%
Jason a $1 billion platform by 2017
2013
2015
2017
$681M
$741M
~$1.0B
~1.25-1.50B
2017
1.
Robust Businesses
2.
Strong Pipeline of Products
3.
Opportunities for Geographic Expansion
4.
Significant Margin Expansion Potential
5.
Demonstrated Integration Track Record
|
 •
Summary
•
Jason Overview
•
Growth Opportunities
•
Financial Overview |
 ($ in millions)
2011A
2012A
2013A
2014P
2015P
Total Revenues
600.6
655.0
680.8
697.7
741.4
% Growth
7.6%
9.1%
3.9%
2.5%
6.3%
Gross Profit
130.6
139.9
153.5
165.7
176.2
% Gross Margin
21.7%
21.4%
22.5%
23.7%
23.8%
SG&A
96.3
99.1
110.0
114.2
116.8
% of Total Revenues
16.0%
15.1%
16.2%
16.4%
15.8%
Adjusted EBITDA
58.0
70.4
79.8
82.8
91.6
% EBITDA Margin
9.7%
10.7%
11.7%
11.9%
12.4%
Depreciation & Amortization
20.2
24.2
27.0
25.0
27.3
% of Total Revenues
3.4%
3.7%
4.0%
3.6%
3.7%
Adjusted EBIT
37.8
46.2
52.8
57.8
64.3
% EBIT Margin
6.3%
7.1%
7.8%
8.3%
8.7%
Capital Expenditures
16.3
17.8
19.1
23.2
24.3
% of Total Revenues
2.7%
2.7%
2.8%
3.3%
3.3%
Jason Historical and Projected Financial Performance
25
_____________________
Source
of
historical
financials:
Audited
financial
statements
of
Jason
Partners
Holdings
Inc.
A reconciliation from non-GAAP measures to GAAP measures is included
in the appendix hereto 2014P and 2015P EBITDA include $3M of
estimated annual public company costs (half year for 2014) and exclude earnings from JV sold in Q1 2014
Historical
Projections |
 A Focus on Margin Expansion to Drive Profitability
26
EBITDA (2010-2013)
EBITDA Margins (2010-2013)
($ in millions)
80
Increased pricing and improved
customer perception has lead to
significant impact on gross
margins within Acoustics
Moving towards being the price
leader in Finishing where Jason’s
revenue is three times its largest
competitor
Further margin expansion
expected as a result of higher-
margin new product launches
Productivity initiatives, Lean and
Six Sigma projects will improve
COGS by 5% over prior year
9.9%
9.7%
10.7%
11.7%
2010
2011
2012
2013
55
58
70
2010
2011
2012
2013 |
 Appendix |
 Jason Adjusted EBITDA Reconciliation
28
2011
2012
2013
($ in millions)
Net income
$9.3
$14.7
$24.1
Tax provision
4.1
4.8
18.2
Interest expense
17.0
18.6
20.7
Depreciation and amortization
20.2
24.2
27.0
Loss
on
disposals
of
fixed
assets
-
net
0.1
0.5
-
EBITDA
50.7
62.8
90.0
Adjustments:
Impairment of long-lived assets
1.3
0.5
-
Restructuring
0.7
1.6
4.0
Advisory, legal, professional fees and special bonuses
0.9
1.0
6.1
Newcomerstown net fire costs (income) and related items
3.0
(1.4)
(18.8)
Adjustment for non-discrete fire costs
-
1.4
(1.4)
Multiemployer pension plan withdrawal expense (gain)
-
3.4
(0.7)
Purchase accounting impact of inventory write-up
0.4
-
-
Gain on claim settlement
-
-
(0.5)
Sponsor fees
1.0
1.1
1.1
Total adjustments
7.3
7.6
(10.2)
Adjusted EBITDA
$58.0
$70.4
$79.8 |
 Valuation Summary
29
Selected Public Companies Trading Statistics
•EV/CY2013
Revenue EV/CY2013 EBITDA
EV/CY2013 Revenue Median: 1.2x
EV/CY2013 EBITDA Median: 10.5x
Target Purchase Multiple: 0.8x
Target Purchase Multiple: 6.8x
Source: S&P Capital IQ as of 3/7/2014, SEC filings, press releases,
investor presentations, Thomson Estimates, Factset Research Systems and Wall Street research.
0.0x
0.5x
1.0x
1.5x
2.0x
2.5x
3.0x
CSL
RXN
CR
RBC
B
AIT
NPO
TRS
GFF
CIR
AIMC
DW
BLT
FSS
PKOH
SXI
ROCK
CMCO
KAI
HNH
SHLO
NNBR
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
CSL
RXN
CR
RBC
B
AIT
NPO
TRS
GFF
CIR
AIMC
DW
BLT
FSS
PKOH
SXI
ROCK
CMCO
KAI
HNH
SHLO
NNBR |
  Valuation Summary
30
Selected Public Companies Trading Statistics (Detail)
Stock Price
Market Value
Valuation Multiples
Growth Data
% Off
Equity
Enterprise
EV / Rev
EV / EBITDA
P/E
Growth
PEG
3/7/14
LTM High
Value
Value
(1)
CY13
CY14
CY15
CY13
CY14
CY15
CY13
CY14
CY15
Rate
CY14
CY15
Carlisle Companies
$80.18
0%
$5,228
$5,225
1.8x
1.7x
1.6x
10.9x
9.8x
9.0x
20.0x
20.0x
17.1x
12%
1.7x
1.4x
Rexnord Corporation
30.82
0%
3,311
5,097
2.5x
2.3x
2.1x
13.0x
11.3x
10.5x
26.0x
19.0x
16.0x
23%
0.8x
0.7x
Crane Co.
73.08
0%
4,340
4,955
1.9x
1.6x
1.5x
12.3x
9.6x
8.8x
17.6x
15.5x
13.9x
10%
1.6x
1.5x
Regal Beloit Corporation
75.96
14%
3,456
3,825
1.2x
1.2x
1.1x
8.9x
8.5x
8.2x
17.9x
16.6x
14.3x
11%
1.5x
1.3x
Barnes Group
38.54
6%
2,118
2,595
2.4x
2.1x
2.1x
12.8x
9.8x
9.0x
21.4x
16.9x
15.2x
10%
1.7x
1.5x
Applied Industrial Technologies
51.66
4%
2,193
2,141
0.9x
0.8x
0.8x
10.8x
10.0x
8.5x
19.4x
17.5x
14.9x
12%
1.5x
1.2x
EnPro Industries
73.23
8%
1,558
1,940
1.7x
1.6x
1.6x
12.8x
11.7x
10.6x
N.M.
38.6x
32.0x
15%
2.6x
2.1x
TriMas Corporation
34.85
17%
1,577
1,885
1.4x
1.3x
1.2x
11.6x
8.5x
7.7x
16.5x
15.8x
13.5x
14%
1.1x
1.0x
Griffon Corporation
12.77
11%
656
1,294
0.7x
0.7x
N.A.
8.6x
8.0x
N.A.
42.6x
33.6x
N.A.
11%
3.1x
N.A.
CIRCOR International
75.53
9%
1,339
1,286
1.5x
1.4x
1.3x
12.3x
10.9x
9.6x
23.7x
20.2x
16.9x
21%
1.0x
0.8x
Altra Holdings
36.60
2%
990
1,206
1.7x
1.5x
1.4x
11.7x
9.6x
8.7x
22.4x
18.4x
15.7x
17%
1.1x
0.9x
Drew Industries Incorporated
52.17
5%
1,253
1,187
1.2x
1.1x
1.0x
10.8x
9.6x
8.2x
25.3x
19.3x
15.5x
17%
1.2x
0.9x
Blount International
12.62
14%
623
1,031
1.1x
1.1x
1.1x
8.2x
7.7x
7.2x
18.6x
15.2x
12.7x
13%
1.2x
1.0x
Federal Signal Corp
14.74
7%
938
1,007
1.2x
1.1x
1.1x
11.8x
11.0x
N.A.
16.9x
18.0x
15.8x
15%
1.2x
1.1x
Park-Ohio Holdings
52.43
5%
648
982
0.8x
0.7x
0.7x
8.3x
7.0x
N.A.
13.6x
11.2x
10.4x
13%
0.9x
0.8x
Standex International Corporation
57.28
12%
731
730
1.0x
1.0x
0.9x
8.6x
7.8x
N.A.
15.3x
13.5x
N.A.
15%
0.9x
N.A.
Gibraltar Industries
18.47
4%
570
687
0.8x
0.8x
0.8x
9.1x
8.1x
7.2x
28.0x
22.0x
15.8x
8%
2.7x
2.0x
Columbus McKinnon Corporation
26.05
8%
516
544
1.0x
0.9x
0.9x
8.4x
7.0x
6.2x
17.9x
14.6x
11.5x
16%
0.9x
0.7x
Kadant Inc.
40.07
4%
447
435
1.3x
1.1x
1.0x
10.3x
8.0x
7.9x
19.7x
15.1x
13.0x
20%
0.8x
0.7x
Handy & Harman
20.90
17%
271
418
0.6x
N.A.
N.A.
6.2x
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
Shiloh Industries
17.48
31%
301
418
0.6x
0.5x
N.A.
6.9x
5.8x
N.A.
12.8x
10.7x
N.A.
19%
0.6x
N.A.
NN Inc.
19.27
10%
336
370
1.0x
0.9x
0.9x
8.0x
7.1x
6.5x
18.6x
14.7x
13.3x
16%
0.9x
0.8x
3rd Quartile
1.7x
1.5x
1.5x
11.9x
9.9x
9.0x
23.4x
19.6x
15.9x
17%
1.6x
1.4x
Mean
1.3x
1.2x
1.2x
10.1x
8.9x
8.4x
20.7x
18.4x
15.4x
15%
1.4x
1.1x
Median
1.2x
1.1x
1.1x
10.5x
8.5x
8.4x
19.0x
16.9x
15.1x
15%
1.2x
1.0x
1st Quartile
0.9x
0.9x
0.9x
8.4x
7.8x
7.4x
17.1x
14.9x
13.2x
12%
0.9x
0.8x
Source: S&P Capital IQ as of 3/7/2014, SEC filings, press releases,
investor presentations, Thomson Estimates, Factset Research Systems and Wall Street research.
1)
Enterprise value = market cap + net debt (including minority interest) +
redeemable convertible preferred. ($ in millions, except per
share data) |
  Valuation Summary
31
Selected Public Companies Operating Statistics (Detail)
($ in millions, except per share data)
Revenue
Revenue Growth
Margin Analysis
Gross Margin
EBITDA
Net Income
CY13
CY14
CY15
CY13
CY14
CY15
CY13
CY14
CY15
CY13
CY14
CY15
CY13
CY14
CY15
Regal Beloit Corporation
$3,096
$3,251
$3,393
(2%)
5%
4%
26%
28%
26%
14%
14%
14%
4%
6%
7%
Carlisle Companies
2,943
3,148
3,370
3%
7%
7%
27%
28%
25%
16%
17%
17%
7%
8%
9%
Crane Co.
2,595
3,038
3,210
1%
17%
6%
40%
42%
34%
16%
17%
18%
8%
9%
9%
Applied Industrial Technologies
2,449
2,522
2,677
1%
3%
6%
28%
29%
N.A.
8%
9%
9%
5%
5%
5%
Rexnord Corporation
2,053
2,209
2,372
2%
8%
7%
40%
36%
37%
19%
20%
20%
1%
8%
8%
Griffon Corporation
1,901
1,949
N.A.
4%
3%
N.A.
24%
24%
23%
8%
8%
N.A.
0%
1%
N.A.
TriMas Corporation
1,395
1,485
1,576
10%
6%
6%
32%
31%
28%
12%
15%
15%
5%
7%
7%
Park-Ohio Holdings
1,218
1,366
1,445
7%
12%
6%
18%
N.A.
19%
10%
10%
N.A.
4%
4%
5%
EnPro Industries
1,144
1,184
1,242
(3%)
4%
5%
34%
37%
34%
13%
14%
15%
2%
5%
5%
Barnes Group
1,092
1,259
1,216
18%
15%
(3%)
46%
38%
34%
19%
21%
24%
25%
10%
11%
Drew Industries Incorporated
1,016
1,113
1,211
13%
10%
9%
26%
25%
21%
11%
11%
12%
5%
5%
6%
Blount International
901
935
971
(3%)
4%
4%
29%
31%
29%
14%
14%
15%
4%
5%
5%
CIRCOR International
858
889
956
1%
4%
7%
33%
35%
32%
12%
13%
14%
5%
8%
8%
Federal Signal Corp
851
905
947
6%
6%
5%
27%
27%
24%
10%
10%
N.A.
19%
5%
5%
Gibraltar Industries
828
865
910
5%
5%
5%
22%
22%
20%
9%
10%
11%
(1%)
3%
4%
Altra Holdings
722
826
868
(1%)
14%
5%
34%
37%
31%
14%
15%
16%
6%
6%
7%
Shiloh Industries
738
850
N.A.
23%
15%
N.A.
14%
11%
11%
8%
8%
N.A.
3%
3%
N.A.
Standex International Corporation
705
748
818
5%
6%
9%
37%
33%
33%
12%
13%
N.A.
6%
7%
N.A.
Handy & Harman
655
N.A.
N.A.
13%
N.A.
N.A.
N.A.
28%
N.A.
10%
N.A.
N.A.
6%
N.A.
N.A.
Columbus McKinnon Corporation
567
595
631
(7%)
5%
6%
31%
31%
32%
11%
13%
14%
13%
6%
7%
Kadant Inc.
344
412
423
4%
20%
3%
56%
56%
46%
12%
13%
13%
7%
7%
8%
NN Inc.
374
398
416
1%
6%
4%
21%
22%
19%
12%
13%
14%
5%
6%
N.A.
3rd Quartile
8%
13%
7%
36%
37%
34%
14%
15%
17%
7%
7%
8%
Mean
5%
8%
5%
31%
31%
31%
12%
13%
15%
6%
6%
7%
Median
3%
6%
6%
29%
29%
31%
12%
13%
14%
5%
6%
7%
1st Quartile
0%
4%
4%
25%
26%
22%
10%
10%
13%
4%
5%
5%
Jason Incorporated
$681
$698
$741
4%
2%
6%
22%
24%
24%
12%
12%
12%
1%
2%
3%
Source: S&P Capital IQ as of 3/7/2014, SEC filings, press releases,
investor presentations, Thomson Estimates, Factset Research Systems and Wall Street research. |