Next Up for UTC? BF Goodrich A Good Fit

By MICHAEL REMEZ and BARBARA A. NAGY —The Hartford Courant

March 04, 2001

Don't confuse BF Goodrich, the fast-growing aerospace and defense company, with the better-known BF Goodrich tires.

The former may have grown from the latter, but leaders of today's BF Goodrich want it clear their aim today is the sky, not the road. Last year, Chairman David L. Burner moved from the company's historic home near Akron, Ohio, to a modern new headquarters in fast-growing Charlotte, N.C., and, tomorrow, the company plans to introduce a new, updated corporate name and logo.

A string of mergers and sales have transformed this once staid, 130-year-old business into a still-expanding aerospace company that intends to compete with the likes of United Technologies Corp. and General Electric Co. With the mergers, Goodrich now has four plants and more than 1,000employees in Connecticut, UTC's backyard.

Wall Street sees Goodrich as a top takeover target for the Hartford-based conglomerate, which would love to have the aircraft avionics and engine-component businesses. UTC, bested by GE in bidding for Honeywell International Inc. last year, is believed to be on the prowl for another major acquisition.

"From a critical mass standpoint, they are one of the leading candidates,'' said Mark Bobbi, who tracks the aerospace industry as vice president of Oxford Industries in New Britain. "They are the one that leaps out."

There's only one problem: Burner isn't interested.

Wall Street analysts, though, aren't sure he'll be able to fend off a takeover - be it from UTC or another company. The aerospace industry is consolidating rapidly. Goodrich shareholders are eager for a big payoff.

And Burner's company may have arrived a little late at the consolidation dance. The company is still much smaller than some of its rivals. Goodrich's aerospace revenues, for example, are half of UTC's and a quarter of GE's.

Goodrich may be an emerging aerospace power, but to most people, the name brings to mind the famous tire line. Prominently displayed on their Web site today is one of those red circles with a line across it. Inside is a tire. The message is blunt: We don't make tires anymore. Goodrich sold its famous tire line to Michelin in 1986.

Goodrich's presence in Connecticut has grown in recent years through the purchase of businesses once owned by Raytheon, Coltec and Barnes Engineering. It owns the Chandler Evans plant in West Hartford, once part of Coltec, and the former Raytheon optical plant in Danbury.

Since taking Goodrich's helm in 1996, Burnerhas pushed to create anew aerospace power. Analysts say he's made great progress. This year, the company is sixth on Fortune magazine's most-admired aerospace companies. UTC is number one.

In 1987, less than 10 percent of Goodrich's revenues came from aerospace. This year, that is up to about 85 percent. Inthe early 1990s, aerospace revenue totaled about $300million a year. It has grown more than 10 fold to about $3.6billion. Last week, Goodrich completed a deal to spin off its chemical division, Performance Materials, raising cash -about $1 billion - that could be used for acquisitions that supplement its aerospace offerings.

Still, times have changed since Burner set his goal. The industry has consolidated rapidly and Goodrich's annual aerospace sales are still far below UTC's $10 billion or GE's$20 billion. Does that make the newcomer an attractive takeover target or can Goodrich succeed as a key niche player?

UTC won't talk about potential acquisitions. Burner says he wants Goodrich to remain independent, and he wants thecompany to get the respect he feels it deserves.

"We believe that we have successfully transformed aonce-great company ... into a world-class competitor in the aerospace business. We're proud of that accomplishment, ''Burner told Wall Street analysts in February. "We have created a base that we think is appropriate to continue to build on." He described Goodrich as a "top tier" aerospace company.

"We're the Rodney Dangerfields of the aerospace industry, "he said. "We don't get much respect." Goodrich stock, as of January, was trading at a price-to-earnings ratio of 10.5,among the lowest in the industry, an indication the stock is under valued. GE was trading at 30; UTC was just over 18.Burner hopes investors see the low value as a reason to buy Goodrich stock.

But that value also could prove enticing to a large company hungry to provide a wider range of products and services to its customers. And the company mentioned most often, as a potential suitor is UTC.

"It would be a good fit,'' said Cai von Rumohr, an analyst with S.C. Cowen Securities in New York. "There is relatively little product overlap."

As the industry consolidates, companies like GE, UTC and Goodrich are gobbling up smaller suppliers. Their goal is to bundle systems and sell them to aircraft manufacturers as a single unit. That saves the airplane companies money, and gives component manufacturers like UTC a bigger share of the business.

The trick in making acquisitions is to find a good fit.

There is some overlap between the product lines of Goodrich and UTC's Hamilton Sundstrand division, especially in fuel management, system controls, pumps, nozzles and airfoils. UTC is focused primarily on assembling engine systems and on components that use power or air from the engines. Hamilton, for example, makes heating and cooling systems that operate with air drawn from the engines.

Buying Goodrich would extend UTC's work on components for the aircraft themselves - components such as landing gear, brakes and cockpit electronics. Analysts have said UTC would probably love to acquire a company that makes those electronic navigation, communication and sensor systems, called avionics.

Those components could be bundled easily with some of the systems Hamilton already makes and could be sold to aircraft manufacturers as a single system.

The acquisition could also let UTC bundle Pratt & Whitney jet engines with some engine components, such as nacelles and thrust reversers, made by Goodrich.

But Paul H. Nisbet, who tracks both companies for JSA Research Inc. in Providence, said that if Goodrich were to join forces with Pratt it could lose some of its sales of nacelles, the housing for each engine. Pratt competitors, he said, might be reluctant to buy such a critical component from a Pratt sister.

Bobbi, a former Pratt executive, disagreed, saying that wouldn't be a problem. Most of the major companies routinely do business with divisions of their rivals today.

Despite the talk, Goodrich has shown no interest in becoming part of UTC.

Richard Pettibone, an analyst with Forecast International inNewtown, said Goodrich has positioned itself well to be a supplier to the biggest aerospace companies and airlines.

"They are trying to find their niche and establish themselves as suppliers to the top tier," Pettibone said. "Goodrich definitely seems to have their eye on the ball and they are moving."

In fact, Pettibone speculated that Goodrich could grow too large and become too pricey a takeover target for UTC.

But UTC's bid for Honeywell last year, which took Wall Street by surprise, showed that George David, the company's chairman, was willing to go for a big buy. David has said the company will continue to buy companies that fit with its products - more at the core is the way David puts it.

Still, a bigger deal such as a BF Goodrich takeover is with in the realm of possibility.

"When they went after Honeywell, they certainly opened upa huge range of things that they could do because that was such a sizable acquisition if it had happened," said Nisbet. "No one was thinking of anything near that large until that happened."