Moog Signs MOA for Poly-Scientific - Conference Call

08 / 15 / 2003

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Good morning, thanks for joining us today. Our purpose today is to describe for you an acquisition we announced last evening. We announced that we have signed an agreement to acquire the assets of the Poly-Scientific Division of Litton Industries, a wholly owned subsidiary of Northrop Grumman. Poly-Scientific is one of a number of divisions made up of what Litton referred to as the Component Technologies Sector. Poly-Sci is a business of about $130 million a year in annual sales headquartered in Blacksburg, Virginia. Poly-Scientific was founded as a company about 50 years ago and was acquired by Litton in the early '60's. Subsequently Litton acquired Clifton Precision and merged that operation with Poly-Scientific and so the business today is a combination of the original Poly-Scientific Company and what was Clifton Precision.

Moog's business, as you know, is the design and manufacture of components and subsystems used in high-performance motion control systems. The product line of Poly-Sci, which I'll describe in a minute, fits very nicely within that framework. On occasion, we also describe our business at Moog as the production of products that are difficult to design and almost impossible to make and many of the products of Poly-Sci fit that definition as well.

The core product line of Poly-Scientific is electrical slip rings. Slip rings are devices that allow electrical power and electronic data to be transmitted across a rotating joint. Think of a multi-axis robot, for instance, wherein there's a joint at the robot's elbow that rotates. But across that rotating joint we want to deliver power to a motor that rotates another axis at the robot's wrist. Or envision a radar system wherein electronic data is being gathered at the radar dish and is then transmitted across a rotating joint to the electronics that decipher the signal. On the V-22, there are two very complex Poly-Sci slip rings bringing data across its wing joints. Slip rings, both aerospace and industrial, make up over 40% of Poly-Sci sales and, for the most part, they are manufactured in a couple of factories in Blacksburg, Virginia.

The other major Poly-Sci products are brushless DC motors. Motors make up close to 40% of the business. There are some aircraft and aerospace applications, but for the most part this is an industrial and commercial product line. Many of the customers are manufacturers of equipment used in health care. Yesterday I visited a major customer in Pittsburgh. The company, Respironics, is a very successful and rapidly growing company, producing equipment used to supplement breathing, principally for folks with a sleep apnea disorder. Over a third of Poly-Sci's motor production is devoted to equipment used in the healthcare field. Major production of electric motors for Poly-Sci is done in a factory in Murphy, North Carolina.

Most of the rest of Poly-Sci's sales are in instrumentation for aircraft and electromechanical components and subsystems used on a variety of aerospace and military platforms. This is a legacy Clifton Precision product line produced principally in what was a Clifton factory in Springfield, PA, just outside Philadelphia.

Last, but not least, there is a product line made up of a number of fiber optic devices including fiber optic slip rings or fiber optic rotary joints. These products represent only a small percentage of sales at the moment, but offer prospects for substantial growth in the future. One of the most interesting applications is a fiber optic rotary joint used to transmit data over fiber in CAT scan equipment.

It's our intention to maintain the Poly-Sci organization in tact for the foreseeable future. When we provide a new sales breakdown segmenting the Poly-Sci results into aircraft, space and missiles, and industrial, you'll see that the Poly-Sci mix of business is quite similar to the current Moog mix. When the acquisition is complete, our total revenues will still be about 50% Aircraft, 12% Space, and about 37% Industrial.

We are not providing today the purchase price or trailing twelve-month EBITDA. Northrop Grumman, as you may know, has other transactions in process and they prefer that we not describe the precise purchase price, EBITDA or multiple of EBITDA which might then be used as a benchmark in some of their other activities. After the closing at the end of September, we'll file such information on the required 8K. We can assure you that the price we paid is a multiple of EBITDA that's in the range that we've paid in other acquisitions.

We expect to be asked whether this acquisition will be accretive in the first year. In the post FAS 142 environment, we're still appraising values to be assigned to customer relationships and backlog, some of which are asset values that may be amortized in our first year of our ownership. These, of course, will be non-cash charges. We do expect that after the first-year's purchase accounting is complete, the acquisition will be a positive contributor to our ongoing growth in EPS.

We'll finance the acquisition purchase price by using some of the unused borrowing capacity under our existing bank revolving credit, as well as drawing on funds created under a new eighteen-month bank loan.


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