Regulatory Filings • Jun 21, 2022
Regulatory Filings
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A Strategic Transaction for Leonardo and Leonardo DRS
Rome
21 June 2022


• Transaction highlights William J. Lynn III, Chief Executive Officer of Leonardo DRS
• Value creation proposition Alessandro Profumo, Chief Executive Officer of Leonardo


A leading provider of advanced defense electronics products and technologies strongly positioned across rapidly growing segments in the US defence markets

Leonardo DRS1
2021 Revenue € 2.6 bn 2018-2021 Revenues: +8% 2018-2021 EBITDA: +19%
1 Financial information represents Leonardo DRS excluding previously announced divestitures. Please refer to the appendix for reconciliations to GAAP metrics.
from development to production
• Definitive agreements to sell Global Enterprise Solutions business to SES for \$450mln, gross of
taxes, and transfer of full ownership of Advanced Acoustic Systems to JV partner Thales
Reshaping of Leonardo DRS portfolio as promised, focusing on its core strategic businesses and
increasing exposure to high growth and high margin market segments


• Situation update Alessandro Profumo, Chief Executive Officer of Leonardo
• Transaction highlights William J. Lynn III, Chief Executive Officer of Leonardo DRS
• Value creation proposition Alessandro Profumo, Chief Executive Officer of Leonardo


Note: Remaining 16% of revenue related to pilot training systems, flight recorders, logistics equipment (cargo handlers / loaders, fuel systems, etc.) and commercial markets; 1 Financial information represents a combined view of RADA and DRS excluding previously announced divestitures. Please refer to the appendix for reconciliations to GAAP metrics. 2 Combined revenue has been adjusted for intercompany eliminations. 3 Combined Adjusted EBITDA represents the sum of Adjusted EBITDA of RADA and DRS. 4 Per third-party research and DRS management estimates





• Situation update Alessandro Profumo, Chief Executive Officer of Leonardo
• Transaction highlights William J. Lynn III, Chief Executive Officer of Leonardo DRS
• Value creation proposition Alessandro Profumo, Chief Executive Officer of Leonardo



Strategically relevant for Leonardo and at a better valuation vs. 2021 IPO attempt

Note: Peer data sourced from public filings, FactSet. Peers include General Dynamics, L3Harris, Lockheed Martin, Northrop Grumman, Raytheon Technologies, Elbit Systems, Curtiss-Wright, Mercury Systems, Chemring; 1 Based on RADA share price as of 6/17/2022, fully diluted RADA share count of ~51.5 (pre-transaction) and 80.5% PF ownership for DRS; 2Financial information represents a combined view of RADA and DRS excluding previously announced divestitures. Please refer to the appendix for reconciliations to GAAP metrics

So we have fully delivered on our promises




| (\$ in millions) Total revenues |
2018 \$2,333 |
2019 \$2,714 |
2020 \$2,778 |
2021 \$2,879 |
|---|---|---|---|---|
| Less divestiture impact | \$256 | \$236 | \$254 | \$232 |
| Revenue less divestitures | \$2,077 | \$2,478 | \$2,524 | \$2,647 |
| (\$ in millions) | 2018 | 2019 | 2020 | 2021 | 2021 Q1 | 2022 Q1 | LTM |
|---|---|---|---|---|---|---|---|
| Net earnings | (\$10) | \$75 | \$85 | \$154 | \$28 | \$36 | \$162 |
| Income tax provision | (7) | 20 | 27 | 46 | 13 | 12 | 46 |
| Amortization of intangibles | 93 | 9 | 9 | 9 | 2 | 2 | 9 |
| Depreciation | 35 | 42 | 44 | 49 | 12 | 13 | 50 |
| Restructuring costs | 14 | 20 | 12 | 5 | 0 | 0 | 5 |
| Interest expense | 58 | 65 | 64 | 35 | 9 | 8 | 27 |
| Deal related transaction costs | 0 | 0 | 9 | 5 | 4 | 2 | 7 |
| Foreign exchange | 3 | 0 | 1 | 1 | 0 | 0 | 1 |
| COVID-19 response costs | 0 | 0 | 12 | 6 | 3 | 0 | 3 |
| Non-service pension expense | 1 | 3 | 5 | 0 | 0 | 0 | 3 |
| Adjusted EBITDA | \$187 | \$234 | \$268 | \$310 | \$71 | \$73 | \$312 |
| Less divestitures: | |||||||
| Net earnings | 15 | 20 | 28 | 22 | 4 | 4 | 22 |
| Income tax provision | 5 | 6 | 8 | 7 | 1 | 1 | 6 |
| Depreciation | 1 | 1 | 1 | 3 | 1 | 0 | 2 |
| Adjusted EBITDA less divestitures | \$166 | \$207 | \$231 | \$278 | \$64 | \$68 | \$281 |

| A d j u s t e d E B I T D A | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (US dollars in millions) | 2018 | 2019 | 2020 | 2021 | 2021 Q1 | 2022 Q1 | LTM | ||||
| Net income (loss) | (\$0.2) | (\$2.3) | \$5.6 | \$25.1 | \$3.8 | (\$0.7) | \$20.6 | ||||
| Tax expense | 0.0 | 0.0 | 0.0 | (4.9) | 0.0 | (0.2) | (5.0) | ||||
| Financial expense (income), net | 0.3 | 0.2 | (0.2) | 0.2 | (0.2) | (0.0) | 0.4 | ||||
| Depreciation | 0.8 | 1.2 | 2.3 | 3.7 | 0.8 | 1.2 | 4.1 | ||||
| Employee option compensation | 0.9 | 1.1 | 1.4 | 3.0 | 0.5 | 0.9 | 3.4 | ||||
| Other non-cash amortization | 0.0 | 0.1 | 0.5 | 0.2 | 0.0 | 0.1 | 0.3 | ||||
| Adjusted EBITDA | \$1.8 | \$0.4 | \$9.7 | \$27.3 | \$4.8 | \$1.3 | \$23.8 |

NOTE: Some of the statements included in this document are not historical facts but rather statements of future expectations, also related to future economic and financial performance, to be considered forward-looking statements. These forward-looking statements are based on Company's views and assumptions as of the date of the statements and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Given these uncertainties, you should not rely on forward-looking statements.
The following factors could affect our forward-looking statements: the ability to obtain or the timing of obtaining future government awards; the availability of government funding and customer requirements both domestically and internationally; changes in government or customer priorities due to programme reviews or revisions to strategic objectives (including changes in priorities to respond to terrorist threats or to improve homeland security); difficulties in developing and producing operationally advanced technology systems; the competitive environment; economic business and political conditions domestically and internationally; programme performance and the timing of contract payments; the timing and customer acceptance of product deliveries and launches; our ability to achieve or realise savings for our customers or ourselves through our global cost-cutting programme and other financial management programmes; and the outcome of contingencies (including completion of any acquisitions and divestitures, litigation and environmental remediation efforts).
These are only some of the numerous factors that may affect the forward-looking statements contained in this document.
The Company undertakes no obligation to revise or update forward-looking statements as a result of new information since these statements may no longer be accurate or timely.


DRS will file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form S-4, which will include a prospectus of DRS, and certain other documents in connection with the transaction. SHAREHOLDERS OF RADA ARE URGED TO READ THE PROSPECTUS AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DRS, RADA, THE TRANSACTION AND RELATED MATTERS. The registration statement and prospectus and other documents filed or furnished by DRS and RADA with the SEC, when filed, will be available free of charge at the SEC's website at www.sec.gov. Alternatively, stockholders will be able to obtain free copies of the registration statement, prospectus and other documents which will be filed or furnished with the SEC by DRS by contacting DRS at +1 877-538-0912 or 2345 Crystal Drive Suite 1000 Arlington, Virginia 22202.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


20
Valeria Ricciotti
Head of Investor Relations and Credit Rating Agencies
+39 06 32473.697
Leonardo Investor Relations and Credit Rating Agencies
+39 06 32473.512
© 2022 Leonardo - Società per azioni

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