AML Communications (AMLJ.OB) Buyout Offer

Posted February 15th, 2011. Filed under Holdings Stock Updates

In a very surprising move on the day of its 3rd quarter 2011 earnings release, AML Communications (AMLJ.OB) announced that it would be acquired by Anaren, Inc. (ANEN) for $2.15 in an all-cash transaction (press release link).

The deal is worth $29.3m and is expected to close by June 30, 2011. I’ve included an excerpt of the press release below:

Anaren, Inc. (Nasdaq:ANEN) and AML Communications, Inc. (OTCBB:AMLJ) today jointly announced the signing of a definitive merger agreement whereby Anaren, through a subsidiary, has agreed to acquire all of AML’s outstanding shares of common stock for $2.15 per share in an all-cash transaction, representing an equity value of approximately $29.3 million and an enterprise value of approximately $22.6 million.

And quotes from the respective management team:

Lawrence A. Sala, Chairman, President and CEO of Anaren said, “We are very pleased to have reached this agreement with AML and believe the acquisition is consistent with Anaren’s growth, profitability, and innovation strategies. AML’s leading microwave amplifier technology is an excellent fit for the Space & Defense Group’s strategy to expand its technology base in order to capture a broader array of subsystem opportunities at our defense OEM customers.”

Jacob Inbar, Chairman, President and CEO of AML said, “We are excited about joining the Anaren team and the many new business and technology opportunities we can jointly pursue as a result. Moreover, the transaction provides our shareholders a significant premium to the recent trading price of their common stock. Being part of a larger organization will offer new and exciting opportunities for our employees; and we are confident AML’s current customers will benefit from our combined broader technology portfolio and manufacturing capabilities made possible by the acquisition.”

3rd Quarter Earnings

Before examining the transaction, a quick note on the 3rd quarter earnings.

The company reported revenues of $4.06m, down 4% from $4.26m in the same quarter last year. Net income was $333k, translating into $0.03 EPS, down one penny from the $0.04 per share last year.

The company’s cash balance grew to $4.7m compared to $3.3m in the prior-year quarter, and up sequentially from $4.5m in the quarter before.

The conference call was surprisingly brief, but Inbar did mentioned that they are still ramping up for a large order which affected this quarter’s results.

Conclusions

However, with the buyout offer on the table, the earnings become less important for the common shareholder.

The company had originally hired C.K. Cooper & Co back in July of 2010 to evaluate strategic alternatives.

After reading the press releases and listening to management on the conference calls, I thought that the talks were mostly around AMLJ acquiring another company (a viewpoint which I believe was shared by most investors).

This was confirmed in the earnings call yesterday, with Inbar explaining that the company had signed several LOIs and had explored (and documented) a wide range of possible transactions.

Either way, the news was certainly a pleasant surprise!

The deal represents a significant premium over the recent trading price of the stock, falling within the valuation range in my original writeup on AMLJ.

Using the EV number from the press release and AMLJ’s most recent EBIT and FCF figures (ttm), I calculate an EV/EBIT and EV/FCF ratio of 12x and 13.5x respectively, which seems fair.

I’m closing out my position in AMLJ in the ValueUncovered portfolio based on yesterday’s closing price of $2.08, for a gain of 64%.

Disclosure

No positions.

AML Communications Inc. (AMLJ.OB) is small high-tech stock focused on the defense sector. AMLJ is the leading designer of Micro-Electric Amplifers and Subsystems used in military defense programs.

It is a highly specialized market, and the company ends up being the sole source supplier on almost 70% of their contracts. Most programs are long lasting (2-20 years), ensuring repeat revenue.

The stock has turned in 13 straight profitable quarters, and annual revenues have increased from $4.5m in 2003 to $16.3m in 2010, an impressive 20% CAGR.

Despite strong competitive advantages and record setting financial performance, the stock is selling at extremely low multiples and a substantial discount to its peer group.

Company Overview

AMLJ is split in two operating segments, but the AML Communications group makes up 97% of revenue and is the main business driver.

AML produces solid state microwave power amplifiers across varying frequencies and output power ranges. In today’s world, many high-tech defense products are extremely complicated and require a large amount of customization.

AMLJ specializes in minor variations on their product lines to meet customer requirements while staying well within its core technological niche.

Company operations are vertically integrated, from inception -> program definition and design -> manufacturing and marketing.

For these large defense programs, the concept and design stage can take 1-5 years before an initial prototype is produced, so strong (long-term!) customer relationships are very important.

AMLJ has worked with many of the prime defense contractors including BAE Systems, Boeing, Lockheed Martin, Northrop Grumman, and others.

60% of revenues are generated from long-term defense programs. The other 40% is from the company’s catalog sales, a mail order business with a diverse range of small customers.

Existing Program Opportunities

AMLJ is already engaged in defense programs for aerial decoy drones, missle defense systems, UAV radar, aircraft electronic counter measures, and radar systems.

A few highlighted programs:

Northrop Grumman’s STARliteTM

“Small lightweight SAR/GMTI radar used for supporting tactical operations”

AMLJ is providing high quality amplifiers for the project that will be used by the U.S. Army for its Sky Warrior and Fire Scout programs.

Raytheon’s Miniature Air Launched Decoy (MALD)

“a low-cost, air-launched programmable craft that accurately duplicates the combat flight profiles and signatures of U.S. and allied aircraft.”

AMLJ has a five year contract for mission critical components related to the MALD program.

Financial Information

For the fiscal year ending in June 2010, the company reported overall revenue of $16.3m, a 23% increase from the prior year period.

Revenues were nicely split between the long term military programs and short term catalog sales. As these long-term contracts can be volatile from quarter to quarter, the small dollar / high volume catalog business helps smooth out earnings and cash flow.

Catalog customers are also a great source for new defense program opportunities, allowing the company to leverage existing relationships to go after the larger wins.

Gross margins made an impressive jump to 48% in 2010, up from 43% in the prior year, as the company benefited from initiatives to automate existing manufacturing processes.

Driven by increased revenue and higher margins, AMLJ reported net income of $1.5m or $0.14 per share, up from $959k or $0.09 per share in the prior period.

This momentum has continued into fiscal 2011 as the company prepares for a significant increase in production for the second half of the year.

Through the first two quarters of the year, sales were off 4% due to significant prepatory work for a ramp-up in production for a large contract. In addition, the company is also increasing its investments in engineering activity for a brand new $1m program.

Due to this preparation, gross margins fell to 45% during the latest quarter. However, on the conference call, management remains confident that margins will return to 50%+ for the remainder of the year.

The business continues to throw off cash, producing operating cash flow of $1.49m and 466k in owner earnings despite increased investments in property and equipment.

The company’s cash balance now sits at a healthy $3.3m, offset by only $3.0m in total liabilities, for a net cash balance of $300k.

Catalysts

Defense Program Growth

AMLJ received payment from Raytheon for a $2.2m and $3.7m order in 2009 and 2010 respectively.

As I mentioned above, management has been preparing for a significant increase in production going into 2011, with plans to reach annual revenues of $5.5m/yr for the next four years from the existing Raytheon agreement.

Management also announced a brand new program that will add another $1m starting next year.

Finally, AMLJ reported that they are in early stages of development on eight new defense contractor programs, worth up to $14m in incremental sales annually for 3-5 years.

At AMLJ’s size, even just one or two of these contracts per year will boost financial results significantly.

New Subsidiary

In September, management announced the creation of a new subsidiary company, Cal Mimix, focused on fabless development of RF and Microwave semiconductor products. While the semiconductor market has been hit hard lately, it makes good business sense for AMLJ as a logical extension of the core business.

One of the company’s suppliers discontinued a key component, so management decided to step in and leverage its existing technological know-how to source and manufacture the product on their own.

According Mr. Inbar, the company’s CEO, “There are clear opportunities for new products evolving from our long term relationships with our customers and for devices that replace products no longer available.”

While revenue projections have not yet been disclosed, initial devices will be launching before the end of the year.

Acquisitions

In July 2010, the company announced the hiring of C.K. Cooper and Company to identify strategic acquisition opportunities to expand the business horizontally.

On the latest conference call, the CEO announced that they had identified and signed two Letter of Intents (LOIs) with prospective acquisition targets, a basic framework on how a possible deal could be structured.

He also made it clear that he wants to fund the acquisition from the company’s existing cash balance, with common stock being a last resort – a solid indicator that management believes that the stock is undervalued.

Hopefully the team has identified highly accretive acquisitions that can be smartly integrated into existing operations.

Valuation

Despite achieving record levels of sales and profits, the stock is only 9% above its 52-wk low.

FCF for the year should come in significantly higher due to the second half ramp up in production – AMLJ had owner earnings of approx $2.2m last year so these numbers are conservative.

AMLJ - Stock Valuation

EV/EBITDA is only 3.39x and the company is selling for less than tangible book value. Despite having the highest gross margins among its peer group, the stock is near the bottom on a EV/EBITDA basis:

AMLJ - EV to EBITDA Ratio - Competitor ComparisonSource: AMLJ Investor Presentation, Nov 2010
Applying a more reasonable EV/EBITDA ratio of 6x would almost double the current stock price.

Conclusion

An investment in AMLJ is not without risks.

Defense programs can be notoriously fickle and depend heavily on funding from the U.S. government.

A sharp cutback in defense spending could have a significant impact on AMLJ’s business (although I think high-tech electronic components for unmanned vehicles would be pretty far down the cut list).

In addition, one of the company’s directors has been steadily selling shares throughout the past year, although it has been confined to just this one insider.

All told, insiders hold approximately 34% of shares outstanding, solidly aligning their interests with common shareholders.

I’m adding AMLJ.OB to the Value Uncovered portfolio at the 12/01 closing price of $1.27.

Disclosure

Long AMLJ.OB