7. Defense Segment
Corporate Structure of the Defense Segment
Products/services:
• Training ammunition
AMTEC CORPORATION • Firing devices and initiators
acq. 2001 • Fuses
Janesville, WI
SPECTRA TECHNOLOGIES AMRON LESS LETHAL SYSTEMS
acq. 2003 acq. 2006 acq. 2011
East Cambden, AR Antigo, WI Bull Shoals, AR
Products/services: Products/services:
Products/services: • Smoke and tear gas grenades
• Load, Assemble, and Pack (LAP) • Medium caliber ammunition (20-
40mm) for DOD and DOD prime • Specialty impact munitions
services for 40mm ammunition • Diversionary devices
contractors
• Cartridge casings • Stun munitions
• Launchers and gas masks
• Training for use of products
8. Management
Management has a long-term track record and deep experience
• Chairman, President, and CEO: Maryjo Cohen – 36 years at Presto
• CFO: Randy Lieble – 35 years at Presto
• VP – Sales: Donald Hoeschen – 41 years at Presto
• VP – Engineering: Lawrence Tienor – 42 years at Presto
Maryjo Cohen owns 30% of Presto. Presto’s management team is a double-edged sword. They have deep industry
experience and long track record with the company. They are responsible for the consistent growth Presto has
achieved over the last 35 years. Yet, they have traditionally operated the business with little leverage and inefficient
levels of working capital. We believe our partnership will add a fresh perspective on new opportunities.
Shares owned by management (of the float) Insider Transactions as of May 2010
5000
Maryjo Cohen 332,785 4000
Randy Lieble 1,478
3000
2000
Donald Hoeschen 372
1000
Lawrence Tienor 319
0
Shares Bought Shares Sold
9. Agenda
Company Overview
Industry Overview
Investment Thesis
Valuation & Deal Structure
Appendix
10. Industry Overview
Historical Growth Projected Growth
• Defense: 5.1% 5-yr CAGR • Defense: 3.2% 5-yr CAGR
• Small arms ammo: 14.8%
• Appliances: 1.1% 5-yr CAGR • Other ammo: 12.6%
• Appliances: 3.6% 5-yr CAGR
• Absorbent: 1.1% 5-yr CAGR • Small appliances: 0%
• Absorbent: 1.6 % 5-yr CAGR
• Disposable sanitary products as primary
source of segment growth
Historical and Projected Industry Growth (Revenue $ mm)
14,000
13,000
12,000
11,000
Small Appliances
10,000
Guns and Ammo
9,000
Paper Products
8,000
7,000
6,000
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
11. Competitive Landscape
Overview Appliances Segment - High
Each business segment has moderate to high
Substitutes
competitive rivalry. We believe the defense
segment is most favorable due to barriers to entry
from (1) high fixed costs and (2) long-term
Competitive Buyers
government relationships. Suppliers
Rivalry
High Medium Low
New Entrants
Defense Segment - Medium Absorbent Product Segment - High
Substitutes Substitutes
Competitive Competitive Buyers
Suppliers Buyers Suppliers
Rivalry Rivalry
New Entrants New Entrants
12. Agenda
Company Overview
Industry Overview
Investment Thesis
Valuation & Deal Structure
Appendix
13. Investment Thesis
Three attributes make NPK an attractive investment:
1. Sum of Parts Play
• Optimize value through 3 segments
• Spin off appliances and absorbent Current Ratio (2002-
2011)
8
5.8 5.6
2. Strong Financial Condition 6 5 4.9 5.3 5.1 5.2 5
4.3 4
• No leverage 4
• Current ratio of 5.0 2
• Strong margins 0
3. Attractive Valuation EV/EBITDA Multiple
• EV/EBITDA of 4.4x 14
12
• P/E ratio of 10.4x 10
8
6 NPK
4
Industry Average
2
0
14. Value Creation
We see three opportunities to unlock significant value in NPK:
1. Reverse Morris Trust Transaction
2. Expansion of Less-Than-Lethal Product Line
3. Enter Private Ammunition Market
16. 1) Reverse Morris Trust Transaction
Step 2: Form subsidiaries for the appliance and absorbent segments
Sponsor
100% 100%
Sub Appliance Sub Absorbent
17. 1) Reverse Morris Trust Transaction
Step 2: Form Subsidiaries for the Appliance to the PE sponsor
3: Distribute 100% of subsidiary stock and Absorbent Segments
Sponsor
100%
100% stock
stock
100% 100%
Sub Appliance Sub Absorbent
18. 1) Reverse Morris Trust Transaction
Step 3: Distribute 100% of subsidiary stock to the PE sponsor
Sponsor
100% 100%
100%
Sub Appliance Sub Absorbent
19. 1) Reverse Morris Trust Transaction
Step 4: Sell off subsidiaries to strategic buyer in stock-for-stock exchange
Sponsor
100% 100%
100%
Sub Appliance Sub Absorbent
merger merger
Buyer 1 Buyer 2
20. 1) Reverse Morris Trust Transaction
Step 4: Sell off subsidiaries to strategic buyer in stock-for-stock exchange
> 50% Sponsor > 50%
100%
Buyer 1 Buyer 2
Sub Sub
Appliance Absorbent
< 50% < 50%
21. 1) Reverse Morris Trust Transaction
Step 4: Sell off subsidiaries to strategic buyer in stock-for-stock exchange
Sponsor
> 50% > 50%
100%
Buyer 1 Buyer 2
Sub Sub
Appliance Absorbent
< 50% < 50%
22. 1) Reverse Morris Trust Transaction
Advantages of the spin-off Reasons for the defense segment
• Strategic focus • Largest growth potential in ammo market
• Only one segment
• Leads all segments in key ratios and metrics
• Tax-deferred sales
• Long-term capital gains: 15% • Contract with DOD through 2015
• Boost to overall IRR • Growth potential in Less than Lethal
• Returns in years 3 and 4 through block
trade • Potential to expand into private sector
23. 2) Expansion of Less-Than-Lethal
Acquired Less than Lethal Systems in November 2011
Plans for expansion:
• CapEx investment of $10mm in 2013 $2mm in 2014 to expand
manufacturing capacity
LESS LETHAL SYSTEMS
acq. 2011
Bull Shoals, AR
Clients: Products/services: Other:
• Law enforcement • Smoke and tear gas • 15,000 sq. ft
• Corrections grenades manufacturing facility
• Military • Specialty impact • $8mm of revenue in 2011
munitions
• Diversionary devices
• Stun munitions
• Launchers and gas masks
• Training for use of
products
24. 3) Enter Private Ammunition Market
The private ammunition market is fast growing and has limited transaction costs
• 2 possible ways to accomplish this:
• Acquire a small ammunition manufacturer
• Modify existing plants if demand from DoD declines
• High growth potential
• 5-yr projected CAGR of 14.8%
• Customer diversification
• Way to hedge risk of decline in government demand
• Use Less than Lethal law enforcement relationships to build customer base
• Potential targets:
• Black Hills Ammunition
• Rio Ammunition
• Fiocchi Ammunition
• Selliers & Belloitt
• Hornady
25. 3) Enter Private Ammunition Market
Case Study - Alliant Tech Systems
• “For the last few years, commercial ammunition has been Alliant's fastest-growing business, fueled in part by
Americans' increased concern over their safety and fears that stricter gun control laws could be ahead. The
segment's performance has helped Alliant offset declines in its aerospace and defense segments due to federal
budget cuts and the end of the U.S. war in Iraq.”
• “The commercial business grew from $258 million to $930 million in annual sales in the last 10 years,
accounting for an ever-larger part of Alliant's overall sales.”
• “The sporting group's 22 percent increase in sales last year was fueled in part by Wal-Mart's decision to start
selling shotguns, rifles and ammunition in more of its stores. Other major customers include Cabela's, Dick's
Sporting Goods, Bass Pro and Gander Mountain; They also sell to security companies and law enforcement
agencies.”
26. Summary of Value Creation
At an EBITDA exit multiple of 6.5x, improvements will add $355mm of equity value
$600
$500
$400
Equity Value
$300
$200
$100
$0
Sponsor Leverage Spinoff Less-than- Private Ammo Total Equity
Equity Value Lethal Value
27. Risks of Investment
This deal has several risks, but these factors help mitigate them
1. Future Contracts with the Department of Defense
• Troop deployment
• DoD budget
Mitigating Factors
• Unrealized budget cuts
• Slow-moving military decisions
• Ammo is essential
• 5-year contract renewal in Feb. 2010
• Order backlog of $342mm
2. No Buyer for Appliance and Absorbent Product Segment
Mitigating Factors
Order Backlog ($ mm)
• Less than $500mm is ideal for these industries
• 100 years of brand recognition for appliances 350
• High growth potential in absorbent 300
250
3. Difficulty Entering Private Ammunition Market 200
150
Mitigating Factors 100
50
• Acquire small manufacturer for client relationships 0
• Law enforcement connection (Less than Lethal) 2009 2010 2011
28. Exit Strategies
NPK’s defense segment could add significant value to a financial or strategic buyer
The exit strategy is deployed early, with the spinoff of two subsidiaries. Conservative estimates give
1.5 years for the spinoff and an additional 2 years for the sale of the stock. After building up the
defense segment, we believe it will be a prime target for either a large strategic buyer or a large
financial buyer.
Any company looking to expand its operations specifically into medium caliber round manufacturing
would benefit from the synergies that may exist within distribution and operations and would benefit
highly from the key relationship NPK’s defense segment has created within the Department of
Defense and other government agencies.
29. Agenda
Company Overview
Industry Overview
Investment Thesis
Valuation & Deal Structure
Appendix
35. Precedent Transactions
Analysis and Assumptions
Appliances
Date Enterprise Enterprise Value/LTM
Ann. Acquiror Target Value Sales EBITDA
01/10/12 Carrier Aircon Ltd GD Midea Holding Co Ltd $7,366.9 0.5x NA
08/22/11 Electrolux AB CTI Cia Tecno Industrial SA 514.8 1.1x 4.1x
12/13/11 Polair OAO Snaige AB 32.1 0.6x 6.9x
12/11/09 Qingdao Haier Co Ltd Haier Electronics Group Co Ltd 2,542.1 0.4x 8.7x
09/29/09 China Overseas Land & Investment Ltd
China Overseas Grand Oceans Group Ltd 1,624.1 2.3x 4.5x
07/15/09 Whirlpool Corp Hisense Kelon Electrical Holdings Co Ltd 1,342.5 0.1x 3.6x
05/27/09 Haier Group Corp Fisher & Paykel Appliances Holdings Ltd 679.0 0.3x 3.9x
Q1 0.4x 3.9x
Median 0.5x 4.3x
Q3 0.9x 6.3x
Defense
Date Enterprise Enterprise Value/LTM
Ann. Acquiror Target Value Sales EBITDA
09/21/11 United Technologies Corp Goodrich Corp $16,950.9 2.0x 9.6x
05/15/09 General Dynamics Corp Elbit Systems Ltd 2,376.1 0.6x 4.5x
08/14/08 Goodrich Corp Rolls-Royce Holdings PLC 21,491.6 1.4x 10.5x
07/15/08 General Electric Co Safran SA 13,822.0 0.9x 6.7x
Q1 0.8x 6.1x
Median 1.2x 8.1x
Q3 1.5x 9.8x
36. Precedent Transactions
Analysis and Assumptions
Incontinence
Date Enterprise Enterprise Value/LTM
Ann. Acquiror Target Value Sales EBITDA
08/25/09 CMC Holdings Ltd/Hong Kong Fancl Corp 554.3 0.8x 7.7x
06/27/08 Financiere FC 1 Clarins 2,953.9 3.8x
05/30/08 JW Holdings Co Ltd JW Shinyak Corp 168.8 4.4x 31.0x
07/12/07 Energizer Holdings Inc Playtex Products Inc 1,601.2 2.1x
Q1 1.7x 3.4x
Median 2.6x 5.8x
Q3 3.5x 13.5x
Low end High end
Implied Share Price of NPK (applying multiples to the three segments) 90.65 96.82
37. Transaction Overview
Purchase Price Allocation Sources & Uses
Current Price p/ Share $73.00 Sources Amount Multples % of total
Revolver - 0.0 0.0 0%
Offer Premium 25% Term 166.04 2.0 2.0 33%
Offer Price p/ Share $91.25 High Yield 180.00 2.2 4.2 36%
Fully Diluted Shares 6.78mm Sponsor Equity 154.84 1.9 6.0 31%
Total 500.88 6.0 100%
Equity Value (before deal) $368.51mm
Equity Offer Price $493.89mm Uses Amount
Implied Entry Multiple 6.03x Equity 493.89
Debt -
Fees 6.99
Total 500.88
Reverse Morris Trust Capital Structure
PRE-SPINOFF DEFENSE APPLIANCE ABSORBENT POST-SPINOFF
Debt Amount Amount Mult Amount Mult Amount Mult Amount
Revolver - - - - - - - -
Term 166.0 117.0 2.0 35.4 2.0 13.6 2.0 166.0
High Yield 180.0 105.6 1.8 54.0 3.0 20.4 3.0 180.0
Total Debt 346.0 222.6 3.8 89.4 5.0 34.0 5.0 346.0
38. Transaction Overview
Proceeds from Spinoff
Cash proceeds from the spinoff are reduced by 15% to account for the open-market block sales that occur in mid-
2014 and mid-2015.
Base case, upside case, and downside case returns
BASE
Segment 2012 EBITDA Multiple Enterprise Value Net Debt Equity Value Realizable Value
Appliances 24.11 4.3 103.65 89.42 14.24 12.10
Absorbent 12.31 5.8 71.38 33.99 37.39 31.78
UPSIDE
Segment 2012 EBITDA Multiple Enterprise Value Net Debt Equity Value Realizable Value
Appliances 24.11 6.3 151.86 89.42 62.45 53.08
Absorbent 12.31 7.5 92.30 33.99 58.31 49.57
DOWNSIDE
Segment 2012 EBITDA Multiple Enterprise Value Net Debt Equity Value Realizable Value
Appliances 24.11 3.9 94.01 89.42 4.59 3.90
Absorbent 12.31 3.4 41.84 33.99 7.86 6.68
39. Transaction Overview
The early spinoff of two segments will add significant value to the buyout
Assumptions of the transaction:
• The spinoff takes 2 years to complete
• The equity portions of the segments are sold off over a period of 2 years at a 15% discount
With conservative exit multiples of 6.5x and 5.5x for the two segments, NPK shareholders will
receive 50% of their investment.
PAYBACK PERIOD SENSITIVITY ANALYSIS - % of initial investment recovered from spinoff
Exit Multiple - Absorbent
28.3% 4.5x 5.5x 6.5x 7.5x 8.5x
3.5x 9.0% 15.7% 22.5% 29.2% 36.0%
Exit Multiple 4.5x 22.2% 29.0% 35.7% 42.5% 49.2%
- Appliances 5.5x 35.4% 42.2% 49.0% 55.7% 62.5%
6.5x 48.7% 55.4% 62.2% 68.9% 75.7%
7.5x 61.9% 68.7% 75.4% 82.2% 88.9%
IRR SENSITIVITY ANALYSIS - IRR after defense exit in year 5
Exit Multiple - Absorbent
27.7% 4.5x 5.5x 6.5x 7.5x 8.5x
3.5x 24.1% 25.4% 26.6% 27.9% 29.1%
Exit Multiple 4.5x 26.6% 27.8% 29.1% 30.3% 31.6%
- Appliances 5.5x 29.0% 30.3% 31.5% 32.8% 34.0%
6.5x 31.5% 32.7% 34.0% 35.2% 36.5%
7.5x 33.9% 35.2% 36.4% 37.7% 38.9%