With industry M&A activity running at a five-year high in 2005, it's instructive to take a look at the companies who have been supercharging their top lines through use of M&A activity. Says DM&A editor Stuart McCutchan: "What these industry players have in common is that all of them are augmenting their internal growth with acquisitions. For half of these companies, M&A activity is accounting for most of their growth."

McCutchan sees acquisitions set to assume an even more important role in a changing defense environment. "Relying on internal growth may seem like enough when Pentagon spending is running at historic highs," he concludes. "But when budgetary pressures start to mount, the companies who pull ahead will be those who have developed and maintained active acquisitions programs."

While the analysis behind the chart evaluated companies across the spectrum of offerings and platforms, note that four of the top dozen — MTC Technologies, ManTech, SRA, and CACI — primarily provide engineering, information and other support services.

To view the charts, click here.

FGR offers analysis of M&A transactions involving government services contractors. The analysis is written by Stuart McCutchan, president and CEO of InfoBase Publishers, Inc. © and editor of the Defense Mergers & Acquisitions, a premier source for information on defense/aerospace M&A. Opinions expressed below are those of InfoBase. All rights reserved. For more on InfoBase Publishers' services, contact Bill Burton (410-820-6821, wkburton@infobasepub.com ).

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An investing vehicle used in other industries, SPACs represent Wall Street's latest creation to plow public capital into the federal market.

Standing for Special Purpose Acquisition Corporations, SPAC sponsors create a corporation that they register with the SEC, raise money from the public (mostly hedge funds) in an initial public offering (IPO), and use the platform to acquire operating companies. At birth, SPACs have no operations, only capital provided by public investors (once public).

The Washington, D.C. area received its first 'public viewing' of SPACs on November 16 at an event co-sponsored by Minuteman Ventures, the Professional Services Council (PSC) and Holland & Knight LLP. The event was titled: "Government Contractors: How Emerging Options Fuel Consolidation."

Principals of SPACs that recently raised money, Peter Schulte and Tom McMillen, spoke at the event to the advantages of SPACs to the federal sector. The SPACs (not related to each other), called Federal Services Acquisition Corp., and Fortress America Acquisition Corp., respectively trade under the symbols FDSAU.OB and FAAC.OB. FSAC focuses on federal services, Fortress America on homeland defense. The former raised $126 million and the latter raised $42 million this year.

The benefits to mid-tier federal firms of a SPAC compare favorably to that by a private equity group, according to the pair. They argued that SPACs could provide an edge to founding shareholders over companies endeavoring to go public on their own.

Several key factors about SPACs were cited:

• With access to public capital, SPACs would theoretically pay a fuller acquisition price than would private equity investors.
• Sellers get cash for a significant share of value while owning public stock having some liquidity and favorable upside
• Seller company identity would continue, as would management independence (at least to the degree that any public company executive team is seen as 'independent')

Are SPACs for owners and shareholders in your government contracting company? Our view is 'Yes,' if:

• Liquidity is an event the principal shareholders have been considering in the near-term
• The CEO and most senior executives are willing to defer part of the purchase price
• The CEO and his and her team are not only willing to stay on but looking for the optimal way to gain access to capital for use in growing the platform organically and by acquisition
• The next few years at least look very positive for the company
• The company's back office is strong and experienced, with the firm preferably having several years of audited financials

• Continuing management, accountable to public shareholders and activist Boards once part of a SPAC, has the requisite thickness of skin needed for the public fishbowl!

Moderating the Nov. 16 event panel was Chuck Chappell, Director, Washington Operations, Minuteman Ventures. The event kicked of by Alan Chovtkin, PSC's Senior President and Counsel. Other panelists were Bill Mutryn, Partner with law firm Holland & Knight LLP, and Terry Collins, CEO and President of ArgonST, who had completed a reverse merger.

For press coverage on SPACs, see the December 12, 2005 issue of Washington Technology. Click here.

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George J. Pedersen, co-founder, CEO and Chairman of ManTech International (NASD: MANT), has used M&A to maximum effect.

ManTech Corporation is no stranger to mergers and acquisitions. Co-founder George Pedersen has used strategic acquisition as a mechanism for bolstering growth, adding capabilities and customers, and increasing the value of the company since his first acquisition in 1971. Since that time, ManTech has completed over 40 other acquisitions, six of them occurring after the company's IPO in 2002. Consistent with its history, ManTech used much of the capital raised from the public offering to acquire its way into the very lucrative high- end Intelligence and Department of Defense market. Now approaching $1 billion in revenue, the company boasts a market capitalization of slightly less than $900 million, an astronomical return on Pedersen's initial $150,000 investment to launch the company in 1968.

ManTech has taken full advantage of the public market and the growth in DoD and Intelligence Community spending. It more than doubled from the $431 million in revenue recorded prior to the IPO.

The public market has taken notice. Since its low near $11 per share in the summer of 2004, ManTech shares now trade at close to $27, about a 250% rise in 18 months.

Based in Fairfax, Va., ManTech provides solutions for mission- critical national security programs for the Intelligence Community and the Departments of Defense, State, Homeland Security, Justice and other federal agencies. Over 95% of its revenue comes from the DoD and the Intelligence Community.

Minuteman Ventures' President Paul Serotkin, writing for Defense Mergers & Acquisitions (DM&A), caught up with Pedersen recently.

DM&A: The acquisition of Gray Hawk Systems (completed in May 2005) was ManTech's largest (approximately $90 million in revenue). Is that a signal that the company will be more attracted to larger transactions?

GP: We review companies of all sizes, including ones significantly larger than Gray Hawk. Having said that, the most likely targets would be firms in the $50 to $100 million revenue range. $25 million would be on the low side, but if a firm has truly differentiating technology or customers, we'd consider it.

For the full interview, click here.

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by Bob Lentz, President, ifour, llc

Despite continued consolidation, the federal market remains a highly competitive space. Driven by the promise of new homeland security spending and the contraction of commercial markets, many companies — both traditional government contractors and newcomers — have increased their focus on this area.

Succeeding in the face of stiff competition requires highly effective business development. Most contractors' annual growth targets are significantly greater than the market's growth as a whole, and as a result, these players must capture share from their competitors to meet their targets. Doing so requires strong business development.

Assuming the basics are in place — focused, federal organization and resources, disciplined process for the management and oversight of business development, etc. — there are a number of problems that frequently plague business development and prevent companies from achieving their goals. This brief highlights some of the most common problems we see in our work with clients throughout the Federal market. They range from broad strategic and organizational challenges to questions of focus and problems related to specific opportunity pursuit.

Identifying the root cause of a business development problem can be difficult as many of these issues are interrelated (see sidebar). In particular, we frequently see that problems with a particular capture may be symptomatic of more systemic issues that need to be addressed.

The rest of this brief provides a high-level overview of each of these challenges. If your business development is not currently meeting your expectations, reviewing these problems and considering whether they apply to your enterprise may be a good place to start.

For the full article, click here.

Based in Vienna, Virginia, ifour, LLC helps companies identify, pursue and win business in the Federal IT, Homeland Security, DoD, Aerospace and O&M markets through superior market and competitive intelligence, business development support, and strategy consulting. Bob Lentz is the President. He can be reached at rlentz@ifourllc.com, 703-288-9525.

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FGR presents briefs on selected technology services contracts awarded by the U.S. government to federal contractors during the last two months. The briefs are compiled by InfoBase Publishers, Inc.©, a leading provider of competitive intelligence for the worldwide defense/aerospace industry. All rights reserved. For more on InfoBase Publishers' services, contact Bill Burton (410-820-6821), wkburton@infobasepub.com or click http://infobasepub.com.

AFOTEC Picks SAIC, Battelle for CBRNE Engineering and Technical Services

On September 30, 2005, the U.S. Air Force Operational Test and Evaluation Center, Detachment 1 (AFOTEC Det. 1) (Kirtland AFB, NM) awarded two parallel, four-year, cost-plus-fixed-fee, IDIQ contracts, worth $98 million collectively, for chemical, biological, radiological, nuclear and explosives (CBRNE) Rapid Support.

The recipients were:

— Battelle Memorial Institute, National Security Div. (Columbus, OH) (FA7046-05-D-0050).

— SAIC Research, Development, Test and Evaluation (RDT&E) Group - Engineering, Test & Analysis Business Unit (Albuquerque, NM) (FA7046-05-D-0060). The SAIC-led team includes 10 small businesses, one minority institution, and a non-profit laboratory.

Under the multiple-award program, the two companies now will compete for task orders to support operational test and evaluation (OT&E) activities by providing mission area research, task decomposition, test concept, test scope, costing, planning, conducting, managing, and reporting of technical and scientific efforts. The contract will provide technical performance in accomplishing tasks related to the CBRN OT&E major objectives of operational suitability and operational effectiveness, joint test and evaluation (JT&E) and multiservice operational test and evaluation (MOT&E) and headquarters and detachment support.

AFOTEC Det. 1 supports the Air Force, DoD, combatant commanders, and other government agencies in support of operational test and evaluation (OT&E), as well as Deputy Undersecretary of Defense Advanced Systems and Concepts requirements for all non-traditional acquisition programs to complete a military utility assessment. Work will be performed at Kirtland AFB, NM.

Army C-E LCMC Names Three Companies for TEIS II Program

The U.S. Army Communications-Electronics Life Cycle Management Command, Southwest Operations Office (Ft. Huachuca, AZ) awarded three parallel, five-year, IDIQ contracts for the Total Engineering and Integration Services II (TEIS II) program.

The recipients were:

— Signal Solutions, Inc. (Fairfax, VA), which was awarded a $775.6 million contract (W9128Z-06-D-0001).

— NCI Information Systems, Inc. (Reston, VA), which was awarded a $780 million contract (W9128Z-06-D-0002).

— STG, Inc. (Reston, VA), which was awarded a $771.7 million contract (W9128Z-06-D-0003).

Under the multiple-award program, these three companies now will compete for task orders to support the mission of the U.S. Army Information Systems Engineering Command (USAISEC) (Ft. Huachuca, AZ). Task orders will cover engineering-related activities in support of all aspects of information and communication systems. Support will be required for full lifecycle USAISEC project support to include planning, design, development, engineering, implementation, procurement, logistics, evaluation, sustainment, and ancillary services intrinsic in engineering tasks at CONUS and OCONUS locations in support of C-E LCMC and USAISEC and its supported customers.

The contracts were competitively procured through solicitation W9128Z-05-R-0003, which was issued on February 15, 2005, and called for full & open competition. At least one award was reserved for small businesses (NAICS 517110). Proposals were due on March 17, 2005.

Army RDECOM Selects Six for Interceptor Body Armor (IBA) Procurement

The U.S. Army Research, Development and Engineering Command (RDECOM) (Aberdeen Proving Ground, MD) awarded six parallel, three-year, firm-fixed-price, fee contracts, worth $461 million collectively, for Interceptor Body Armor (IBA) inserts.

The recipients were:

— Ceradyne, Inc. (Costa Mesa, CA), which was awarded a $28.1 million delivery order on a $461 million contract (W91CRB-04-D-0039).

— ArmorWorks LLC (Tempe, AZ), which was awarded a $10.6 million delivery order on a $276.8 million contract (W91CRB-04-D-0040).

— Cercom, Inc. (Vista, CA), which was awarded a $5.9 million delivery order on a $424.7 million contract (W91CRB -04-D-0043).

— ForceOne LLC (Spruce Pine, NC), which was awarded a $5.1 million delivery order on a $461 million contract (W91CRB-04-D-0041).

— Composix Co. (Newark, OH), which was awarded a $5.1 million delivery order on a $362.1 million contract (W91CRB-04-D-0044).

— Simula Military Personnel Safety Systems (Asheville, NC), which was awarded a $5.3 million delivery order on a $461 million contract (W91CRB-04-D-0042).

Under the multiple-award program, these companies now will compete on individual delivery orders to produce the IBA system, which combines a 9mm and fragmentation-protective, soft outer tactical vest (OTV) with ballistic protective inserts. IBA is designed to increase soldier survivability and CIE compatibility, while minimizing impacts to mobility and heat load. The Army plans to procure up to 829,000 sets of IBA, consisting of:

— a maximum of 300,000 sets of Over-Weight Inserts.

— a maximum of 429,000 sets of Small Arms Protective Inserts (SAPIs).

— a maximum of 100,000 sets of Special Operation Forces Personal Equipment Advance Requirements (SPEAR) body armor systems.

Work is expected to be completed by August 19, 2007. Contract funds will not expire at the end of the current fiscal year.

The contract was competitively procured through solicitation W91CRB-04-R-0033, which was issued on May 19, 2004, and called for full & open competition (NAICS 315999). A total of 16 offers were received.

DARPA Taps AirLaunch for FALCON Small Launch Vehicle Design

The U.S. Defense Advanced Research Projects Agency (DARPA) (Arlington, VA) awarded AirLaunch LLC (Reno, NV) a one-year, $17.8 million increment as part of a $28.3 million fixed-price- milestone contract (HR0011-04-9-0016) for the detailed design phase, Phase 2B, of the DARPA/USAF FALCON Small Launch Vehicle Program.

Under Phase 2B, AirLaunch and its team will continue development of the QuickReach small satellite booster. AirLaunch and its team of contractors recently completed Phase 2A of the program, culminating with the company demonstrating the safe release of a dummy booster from an Air Force C-17A cargo aircraft. During Phase 2B, AirLaunch will conduct further risk reduction activities (including additional C -17 drop tests and an integrated stage-two firing), provide an initial Interface Control Document (ICD) for a payload, and complete a Critical Design Review (CDR). The contract includes an option for Phase 2C, to conduct a flight demonstration of the QuickReach booster and launch a small payload into Low Earth Orbit (LEO). The FALCON program goal is to develop a booster that can launch a small satellite for less than $5 million with only 24 hours notice. AirLaunch's design achieves responsiveness by carrying its QuickReach booster to altitude inside the cargo bay of an unmodified C-17A or other large cargo aircraft.

In Fall 2003, DARPA and the U.S. Air Force challenged nine U.S. competitors to develop a small launch vehicle that can carry small satellites to orbit for no more than $5 million per launch based on a rate of 20 flights per year. In mid-2004, AirLaunch and three other contractors were selected for Phase 2A.

AirLaunch is responsible for program management and integration of the complete system in cooperation with Space Vector. Other subcontractors include:

— Space Vector Corp. (Chatsworth, CA): providing launch operations, integration support, avionics wafer, storage and launch carrier. Space Vector will be the integrating contractor in facilities co-located with AirLaunch LLC (receiving 19% of the contract's value).

— HMX, Inc. (Reno, NV): providing propulsion technologies, including tanks and engines (receiving 48% of the contract's value).

— Universal Space Lines, LLC (Newport Beach, CA): providing Vehicle Management System hardware and software including flight controls (receiving 8% of the contract's value).

— Wilson Composite Technologies (Folsom, CA): providing composite tank expertise (receiving 4% of contract's value).

— Spincraft (Billerica, MA): providing aluminum tanks (receiving 9% of contract's value).

— AAE Aerospace (Costa Mesa, CA): providing thrust chamber assemblies.

— Orion Propulsion Inc. (Huntsville, AL): providing propulsion test equipment and test support.

— Delta Velocity Corp. (Leesburg, VA): providing payload fairing, payload planner and user's guide.

Work will also be performed in Madison, AL (6%), and Huntington Beach, CA (6%), and is expected to be completed by October 30, 2006. Contract funds will not expire at the end of the current fiscal year.

The contract was not competitively procured. It was awarded on a sole-source basis, and initiated on May 7, 2004.

NAVSEA Taps Progeny Systems for Design, Development and Delivery of EDMs for CWL

The U.S. Naval Sea Systems Command (NAVSEA) (Washington, DC) awarded Progeny Systems Corp. (Manassas, VA) a $5.5 million cost-plus-award-fee, Small Business Innovative Research (SBIR) Phase III contract (N00024-06-C-6238) for the design, development, and delivery of two Engineering Development Models (EDM) for the Common Weapon Launcher (CWL).

This effort is for Phase III SBIR topic number N02-024 (Automated /Simplified Weapons Operator Machine Interface) and will leverage from an earlier Phase III Small Business Innovative Technology Topic N96-278 (Technology Infusion Methodology for Commercial Off The Shelf items). This effort includes the design and development of an EDM for the CWL subsystem delivery to U.S. Navy submarine platforms.

SMDC Taps ITT Industries for Lethality Testing and Criteria Development

On behalf of the U.S. Missile Defense Agency (MDA) (Arlington, VA), the U.S. Army Space and Missile Defense Command (SMDC) (Huntsville, AL) awarded ITT Industries, Advanced Engineering & Sciences Div. (AES) (Reston, VA) a five-year, $57.3 million, cost-plus-award-fee contract (W9113M-05-C -0219) for lethality testing and criteria development.

Under the contract, the company will define kill modes, determine lethal damage requirements (LDRs), and develop/ validate lethality criteria for threat configurations designated as targets for the Ballistic Missile Defense System (BMDS) elements and components. Near-term focus is on the Ground Based Midcourse Defense (GMD) and Terminal High Altitude Area Defense (THAAD) systems. This will be done through testing and analysis for current Kinetic Energy Weapons (KEW) systems and concepts but also may require the development of LDRs associated with targets for directed energy weapons or small yield nuclear weapons. Determination of LDRs for the (Kinetic Engergy Interceptor (KEI), Multiple Kill Vehicle (MKV), Aegis BMD and Airborne Laser (ABL) systems are within the scope of this procurement. The effort consists of designing, fabricating, instrumenting and testing models of threat payload targets and/or models of interceptors and kill enhancement devices such as rods and fragments. First principle computational analyses consisting of hydrocodes, and/or structural codes are required to develop pre-test predictions, interpret test data and design threat payload and interceptor test models. These analytical techniques will also be utilized to extend the empirical database beyond current test capabilities and conduct parametric analyses. Fast-running computer algorithms, which accurately model the critical parameters of the empirical database, are required in this effort for development of lethality criteria, evaluations of interceptor lethality, and other parametric analyses.

The work will be performed at ITT's facility in Huntsville, AL.

Subcontractors are:

— Dynetics, Inc. (Huntsville, AL)

— Physitron, Inc. (Huntsville, AL)

— 3D Research Corp. (Huntsville, AL)

— East West Enterprises (Huntsville, AL)

— Morgan Research Corp. (Huntsville, AL)

— Applied Research Associates, Inc. (ARA) (Albuquerque, NM) facility in Huntsville, AL

— KBM, Inc. (Huntsville, AL)

The contract contains a one-year base (worth $7.3 million) and four one-year options that, if exercised, could increase its estimated total cumulative value to $57.3 million and extend the period of performance through November 2010.

The contract was competitively procured through a solicitation (W9113M-05-R-0003), issued on March 11, 2005, and called for full & open competition (NAICS 541710).

USMC Taps Computing Technologies for Distance Education Courses

The Regional Contracting Office Northeast, Marine Corps Base, (Quantico, VA) awarded Computing Technologies, Inc. (Fairfax, VA) a $5 million modification to previously awarded 8(a) contract (M00264-04-C-0001) for distance education services in support of the Marine Corps College of Continuing Education.

This contract includes options that, if exercised, would increase its cumulative value to $21.7 million.

Work will be performed in Quantico, VA (80%); Camp Lejeune, NC (2%); Pendleton, CA (2.0%); Miramar, CA (2%); Oahu, HI (2%); Okinawa, Japan (2%); and Pensacola, FL (2%), and work is expected to be completed by September 2006. The contract funds will expire at the end of the current fiscal year.

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Closing/ announcement date	Buyer	Seller	Purchase Price	Seller Revenue
December 14, 2005	General Dynamics	Anteon	$2.2bn	$1.72 bn ('06)
December 13, 2005	General Dynamics	FC Business Systems	N/D	$150m
December 7, 2005	Noesis, Inc.	Defense Holdings, Inc.	N/D	N/D
December 1, 2005	ITS Corporation	Noesis, Inc. (Federal Sector Support Services)	N/D	$32m
November 30, 2005	Overwatch Systems	Paragon Imaging	N/D	N/D
November 23, 2005	Ducommun	Miltec Corp.	$53m	$42m
November 17, 2005	SYS Technologies	cVideo	$1.5m	$3.0m
November 3, 2005	Smiths Detection (Smiths Group plc)	LiveWave	$18m	N/D
November 2, 2005	ICF Consulting	PTL Associates	N/D	N/D

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Working closely with our personnel in Huntsville, Minuteman Ventures will be organizing and co-sponsoring another industry event this March. The event will focus on 'Value creation for owners and shareholders in defense and federal companies.' We will be bringing top fliight speakers to address the many issues faced by sellers, buyers and investors in the federal sector. While based in Huntsville, the event will have equal appeal to others throughout the country. Look in this space and future emails for more…

We are pleased to have Kenn Quick join the Minuteman Ventures team to serve the Colorado Springs area. Kenn has provided consulting services and functional training programs on business development, change management, procurement and acquisition management for the private and public sectors for 21 years. Since 1984, Kenn Quick has supported Fortune 1000 clients in obtaining and managing commercial, government and international contracts that cumulatively exceed US$8.3 billion. He has worked in consulting and training capacities with local, state, and federal agencies and such businesses as AT&T, BearingPoint, General Dynamics, Hewlett Packard, IBM, KPMG, Lockheed/Martin, Microsoft, Northrop/Grumman, and SAIC.

He has served as President of the Pikes Peak Chapter of the National Contract Management Association (NCMA), as Director of the NCMA's International Organizations Group, on the nation's Region VIII Small Business Advisory Council, as a member of the Denver Chapter of the Association of Proposal Management Professionals (APMP) and on the APMP's Electronic Procurement Task Force (EPTF).

During his U.S. Air Force career Kenn served at the Directorate of Contracting, Air Force Computer Acquisition Center (AFCAC), Hanscom AFB, MA and Headquarters U.S. Air Force Space Command, Colorado Springs, CO. His responsibilities included the performance of all contractual actions leading to the acquisition and post award implementation and management of technology, space, and communications systems for worldwide support of the U.S. Air Force, other DOD components and numerous federal agencies.

We are pleased to note that Minuteman Ventures' team member Ron Thompson, operating from the Dayton, OH area, has been named to chair the Training Subcommittee for the 2006 Interservice/Industry Training, Simulation and Education Conference (I/ITSEC), the Orlando-based, nationally renown event for the training and simulation industry. In addition, Ron has been named to serve as President of the Ohio Air Force Association.

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Minuteman Ventures LLC advises company owners on the sale of their businesses, and assists corporate and private equity buyers in strategic acquisitions and divestitures. Our team consists of experienced entrepreneurs and business executives who founded or operated companies and corporate divisions.

We specialize in companies that sell services, products, and solutions to federal government clients. We pride ourselves in being the investment bank for entrepreneurial companies in the federal sector.

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