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TD Cowen 46th Annual Aerospace & Defense Conference 2025

Feb 12, 2025

John A. Cuomo
President and CEO, VSE Corporation

Good afternoon, everybody. Sorry, we're just catching up. John Cuomo, I lead the VSE organization. Those of you who were in the room before, it'll be interesting to kind of compare and contrast kind of different aerospace-focused aftermarket businesses. A little bit about me and about the business. I spent my entire career in aerospace and defense services businesses. Prior to this, I ran a distribution business, part of KLX and B/E Aerospace that we sold to Boeing in 2018. So I was with that business, and it was about $60 or so million of revenue until we sold it to Boeing at about just under $2 billion of revenue. So my career has been about finding a space between someone who builds something and someone who uses something.

How do you find services that make a difference in a market and build something that's sustainable and long-term and drive value for both customers, suppliers, and of course, shareholders? A little bit about the story here. This is like a transformation story, kind of almost the end of chapter one of our transformation. Excited to kind of talk about that as we get into chapter two. What we mean by transformation is you have a 64-year-old company. I've been with the business about five years. The business was a three-segment business, slightly over $300 million of market cap when I got here.

And it was three separate and distinct aftermarket businesses that had no synergy between them: a defense business that was mostly land-based and naval assets, an aerospace business, which was a bunch of disparate assets unintegrated, which I'll talk more about, and then an automotive business, our fleet segment, which was pure distribution. And that business was about 90% single customer at the time when I got here. So what the goal was, let's see how we can kind of rub out these stones and what we can turn into diamonds and look at the assets and look at the markets to determine where the value proposition for looking at the capabilities we had was really going to add value in our markets. And we were able to create a real market position. What did I learn? I learned a defense business had very few capabilities that were meaningful.

It was a low single-digit margin business, and the right decision there was to divest of those non-core assets. We did that last year. Our aviation business had some outstanding aftermarket maintenance, repair, and overhaul and distribution assets, and I'll talk about that value proposition momentarily, but that's where the core of the business was, and as we tested that value proposition in the market, we got a tremendous amount of strong receptivity from customers and suppliers on what we were bringing to market, and we determined that was the area to go deep and focus on the business, and our fleet business, which I'll talk about in a moment, is under strategic review now, and we'll make a decision in 2025 if that business will remain with the portfolio or if we'll move to full 100% aftermarket.

So a lot of bullets on this slide, but really this was about, you name it, we touched it: facilities, systems, processes, capabilities. And we really created centers of excellence as we built out a value proposition and what we felt was different in the market. And with that, we were able to drive results over the last three years and outperform our market. So if you look at the combined two segments that we're left with over the last three years, you had about a 28% CAGR in revenue and about a 39% CAGR in adjusted EBITDA. Most importantly, I just want to highlight on the aviation side of the business. I took a business when I got here that was just about five years ago, just about $125 million -$135 million of revenue on a segment margin basis in the low teens, but really slightly above 10.

Took that business today, which on a run rate basis, as we finished 2024, is run rate basis about $1 billion of revenue. Our adjusted EBITDA margins are north of 15%. And that includes dilutive acquisitions that we had made. So really proud of our ability to outgrow the market in terms of revenue and do that all while expanding margins. Now, how and why did we do that? That comes really down to the value proposition. So when you look at these aftermarket businesses, you hear the MRO business and distribution businesses. So you think people put parts in boxes and they're turning wrenches and repairing things. The core differentiation here is how we do that and how we partner. So our model is all around OEM centricity. So what does that mean?

If you look at someone like Pratt & Whitney, who's making engines, Honeywell, who's got a bunch of different systems like avionics and the like, you look at those models, about 75% of the aftermarket, the OEMs are still doing direct, and about 25% comes through people like myself and our competitors. We're partnering with those large OEMs. We're helping them monetize their aftermarket in the best way they can. Many of their products are proprietary in nature. And so if you think about that intellectual property, our goal is how do we hold that intellectual property up in the market to its highest level? So service, technical capabilities, and access to products and services so that they can charge the highest price that they possibly can.

So over the last five years, we have a number of kind of defining moments in terms of Michael. Did I put that slide in? I don't think I did, did I? No, that timeline slide that I had. There's a bunch of really defining moments in terms of key wins that we had. One of them on the business and general aviation side, Pratt & Whitney Canada, we're servicing the majority of their engines with their line replaceable units with the products. So this is a distribution agreement. It's a global agreement now. It took on one region at a time. We have relative exclusivity on that product line and to that customer base. But really what we're doing is solving problems. It's not just about a part in a box. You have an unplanned maintenance event, many of which happen after hours.

That team will call up our team, explain the maintenance event. They'll either need a new part or a used part or what they call a rotable or an exchange, swap something out, so think your iPhone breaks and Apple's going to fix it. They'll give you a used one while it's being fixed so they can get that airplane up in the air as quickly as possible. From the second we receive that call to the second we solve the problem and get parts out the door to the customer is about 90 minutes or so, and then we'll find either an overnight delivery or even sometimes counter to counter where we're getting it on the next commercial flight to get to that customer. It's those types of bespoke unique services that stand us out amongst our peers.

That level of partnership where we know the OEM's products and services inside and out, and we're essentially an extension of them, that's where we're differentiating from our peers. Essentially, what we're doing is if you think about the market when something is broken, you either need a new part, you need a used part, or you need repair. So the other thing we're doing is how we're bringing those three kind of capabilities together is unique in the marketplace where we see a lot of competitors that just have repair networks or distribution networks, again, non-technical in nature, and what we do, think of a department store today that doesn't sell every type of clothing but has certain brands, and those brands are on display, and those are very selected and chosen. That's exactly how we approach things. We're not everything to everybody.

It's high level of proprietary content, high level of technology and technical skill inside of our sales force that helps really extend the life of products for our OEM partners. But really our goal is how do we make them look best in the market from a service and reliability perspective so that customers and their brand reputation continues to shine, and at the end of the day, what does it do? It allows them to, in one essence, control their aftermarket and therefore control price, so they're able to monetize that aftermarket in a stronger way. You can see the financial summary here, about a 36% CAGR since 2022 in terms of revenue, even a stronger result in terms of EBITDA expansion.

When we look at our peers in terms of competition in the market, and it was very similar in my last company, which was more consumables than expendables, not proprietary products. That business that I ran was about high teens margin, low 20s margins. Here, our goal is very similar. How do we demonstrate to people like yourselves the power of the differentiation that we bring to market? And the biggest way to do that is through the margin profile. So when we look at acquisitions that are on the table and businesses we're acquiring and peer companies out there in our core capabilities, you're seeing more in the low teens of margins, 10, 11, 12% is really where our peers are playing. And we've been able to consistently drive segment margins here north of 15%. We peaked at, Michael, what, about.

17% in the first quarter of last year. And then we've had some acquisitions with dilutive margins that have come in. But even the acquisitions that we've done, we've been very publicly transparent about synergies and what they look like and how we'll monetize those synergies. And then therefore our ability to continue to, on an integrated basis, have that business operate on a segment level of north of 15%, which again continues to demonstrate the power of that differentiated value proposition and the capabilities that we have inside the business. This business supports both commercial and business and general aviation customers. A little bit more skewed towards B &GA right now, but almost 50/50 at this point. And then we're a little heavier on the distribution side than on the MRO side. But again, trying to focus on balance there as well over time.

These numbers are before our Kellstrom acquisition. We'll have kind of updated kind of numbers as we start to roll out the investor relations package for 2025. Our fleet business, which this business is under a strategic review, plan to have some updates either this quarter or next quarter on kind of where that review is going. The purpose of the review is, and you see what's happening with Honeywell and with GE and others out there as they start to determine, as we look at both human capital and cash and capital allocation, is it better to be a singular focus business and have diversification under that business? We look at the business and say, should we focus as a 100% aftermarket aerospace business with commercial, business and general aviation, repair, and distribution capabilities, and then exit this automotive distribution business?

Our focus here, though, is to put this asset in a stronger position if and when we decided to exit the asset, and specifically, this market has grown. When you look at how this market has actually performed, this market is really a low single-digit market growth, and you could see by our 9% CAGR, we've continued to outpace that market. You see a little bit of EBITDA constraint there. In the last 12 months, our largest customer went through an ERP conversion, our USPS customer. That revenue and earnings will bounce back. It's just while they went through an ERP conversion, the demand was off, and it's relatively a requirements contract. So there was not any market share loss there, and you'll see that revenue. It's already starting to come back in the first quarter, and you'll see it continue to come back throughout the year.

So, very confident on what this business can deliver in the coming year and moving forward. So when I look at 2024 kind of in the rearview mirror, it was all about execution, growth, and again, strategy acceleration. In the first quarter of the year, we sold our federal and defense assets and exited that segment. We did two substantial acquisitions during the year, and I'll talk about both of those momentarily and the impact on those 100% aftermarket aviation acquisitions. During the year, we expanded into Europe, so as we look at 2025, we're entering 2025 well-positioned with, I call it, a platform for growth. Our facilities are ready. Our systems are ready. Our teams are ready for the next phase of growth in this business. We integrated acquisitions that we had acquired in the past. We hired a new chief growth officer.

He worked for me in my last business, but came with his last role at Boeing was about $6 billion or so of responsibility to come and build the organic pipeline. I joked with him. I said, for years, we've been talking about him coming on board. We weren't ready for him as we were going through the transformation. We're ready for him now. We're ready to bring in those deals and start to really accelerate as we enter what I call kind of chapter two of this transformation story. In our fleet segment, we really supported the Postal Service through their ERP transition, but continued to focus on diversification. Our core competency there is we are a tremendous focus on kind of the medium-duty fleet. So think your Amazon delivery trucks, FedEx, UPS, that type of thing, and really a focus on technology and e-commerce.

So as we look to potentially exit the asset, we really have a compelling story and similar to aviation kind of a level of uniqueness there that we think could be attractive to buyers in the market. But as we looked at financial discipline, it was all about. We'll talk a lot more about free cash flow in 2025 as we kind of balance out the scorecard. As I came to the business five years ago, I looked at it kind of in a crawl, walk, run phase. First, let's get the value proposition kind of fine-tuned and get people excited about the story. Let's win new business at the right margins. Then let's focus on that margin expansion.

Getting that business north of 15% has been a huge core focus of our business and maintaining it there, acquiring new businesses, integrating them, and making sure we're getting those businesses back to that 15% plus on a consolidated basis and proving that to the market has been really an important step for me. And the reason I say that is because acquisitions and organic opportunities are part of our story. And I want to demonstrate that, A, we're good buyers of assets. We bought every asset we feel we bought at below-market multiples. Most of the businesses are trading at 12x-14x EBITDA. We haven't done one deal north of 10. And we've done four assets in the high single digits to basically low double digits. And that's before our integrated synergies. All of our businesses have some level of integration.

Our distribution businesses are fully integrated. Our MRO businesses, we integrate more of the back office and keep the front repair capabilities and talent there. And with that, we've been able to demonstrate with two fully integrated assets that we've got the business stabilized on a segment margin basis in that 16% plus range. So as we enter 2025, I think it's important to talk a little bit about the acquisitions from last year and the strength of those acquisitions. So we did two acquisitions, the Kellstrom business, which is about $200 million of revenue. And what did we publicly share on that?

About $20 million of EBITDA. So you can see the margin profile of the business. What we've also shared, and Michael, keep me honest here, is what did we share on synergies in the first 18 months?

About $4 million. So we've shared publicly $4. So you can imagine we've got a strong line of sight and a level of confidence around that $4 million. So the goal with sharing that is, I want investors to understand we're good acquirers of assets. We're committing to the synergies and the integration so that as you're building out forward-looking models, you can feel that confidence on that higher margin profile. What this business is, is 100% commercial aftermarket, but very much focused on the engine. You can see there's a balance between distribution and repair, and a great mix of customers with airlines, MROs, and lessors of engines. But what I love about it is from a culture perspective, they run the business very similar to the way we do.

About 85%-90% of their distribution agreements are proprietary content with OEMs on an exclusive basis, exactly the model that I mentioned earlier, so as we look at assets, it's not just about putting things together. It's the right assets as they come together, and the repair capabilities expand our repair capabilities. We like to be on the accessory and component side, so what does that mean? We're not repairing full engines. We're not repairing full aircraft. We don't have any landing gear kind of in our portfolio. It's around engine accessories and components. Think of things that move hydraulic fluid, oxygen, air is oxygen, water, hydraulic fluid around an airplane, things that touch an engine, fuel nozzles, things that some rotating parts around an engine, so those are the areas that we like to focus.

And this business brings new products and distribution with great OEM partners as well as some great capabilities to the business. We've already kicked off the integration program. We closed this in mid-December, and integration kicked off about two or three weeks ago. Second acquisition we did last year was full 100% MRO, also on the engine side. And these two businesses, I'll show you on the next slide, fit really nicely together and even nicer when you bring VSE into it. You can get a feel and diversification of engine platforms here. And again, as I looked at balancing our scorecard and diversification, we were skewing a little bit more on the business aviation side. This brings us more back to commercial. We're a little bit more on airframe and avionics and some other types of components. This gets us into very high growth engine market here.

What I love about this, though, is the brands of OEMs and how we support them. So if you think about Pratt & Whitney, what they're doing is they're doing the engine overhaul. And basically, we are the back shop to them. As they take an engine apart, they're sending the components to us. So we have specific capabilities that we are focused on. Now, every business we look at strategically, we go in and say, where can we make one plus one better more than two? So with Kellstrom, we feel this tremendous margin opportunity there. So again, we committed to taking a $20 million EBITDA on a $200 million base to $24 million. And that's just the minimal public commitment at this point. With this business, we talked about more revenue opportunities than anything else. Since owning this business, Michael, 30 is what's out there.

So yeah, so 30%. I just want to make sure I'm not misstating what's in the public domain already, but 30% growth organically of what we've done with this business. Outstanding capability set, a market and these OEMs that need a level of support. Going back to that value proposition and that story, finding the right capabilities, combining that with our value proposition and very real-time returns enabled to generate strong opportunities from the business. Now, you take these together and you take Kellstrom plus the VSE aviation business and you look at what the future of what we're building here. You've got your new and used part distribution business, your component and accessory repair shops, and then some technical advisory services. So you think about, and again, I always try to associate it with a consumer good. Your phone is broken. What do you need?

A new one, a used one, or something repaired. And the goal is how do you bring those three together and support our OEMs in a different way than anyone's doing it today. So what these assets do is combined. Number one is they give us better exposure to the engine aftermarket on the commercial side, which when you look at the space, is the fastest growing part of the market. The second thing is it actually brings expansion of customer base for us. So as we look to, again, build that platform of which to grow from, what these two businesses brought were a number of engine-related commercial customers like lessors that we didn't touch today. That includes bringing new product offerings and new MRO capabilities. We talk about the alignment with our core OEM-centric strategy and culture. I can't say that enough.

My last business that I led was all about a roll-up. This isn't really a roll-up. If M&A is part of the model, if the right deals are there, great. If not, we're still going to outpace the market on organic growth. At my last business, it was all about a roll-up strategy, and I ran every one of those deals, so we did about 20, 21 deals in 18 years. Culture drove those deals, and it's even more so here because we're integrating in a lesser capacity. I've looked at some assets where I'm like, you put these two businesses together, it's just not going to work, and we walk away.

The core centricity of the strategy and how we do what we do is really important unless you're going to tear an asset apart and just kind of buy it for the parts, which we're not at that place yet. The other thing that these two assets did was it really supported geographic expansion. When you look back five years ago, about 5% of our business was outside the U.S. The Kellstrom business alone is about 45% international. The expansion into Europe, Middle East, and Asia, again, huge focus as we look at kind of closing out the strategic review of our fleet segment in 2025. You look at a potential to be 100% aviation aftermarket next year.

I want to have a platform to grow from with the right customers, the right global presence, the right capabilities, the right OEM partners, both in terms of distribution and MRO, and as we start to exit this and integrate this business over the next 12 months, and both of these businesses will be relatively fully integrated in 12 months, 100% fully integrated in 18 months, so as you look at, we've got this little one VSE approach over the next 18 months. You're putting yourself in a position of a north of $1 billion , 100% commercial aftermarket-focused business that is different than our competitors. We're not competing with them with PMA parts. We are aligning with their strategy and wearing their OEM badges with a technical kind of approach to the market. We believe it's a huge differentiator.

The piece that I love about it, at some point, these markets start to slow down, and you'll say, how do you continue to grow in a slowing market? I worked for a leader in the past that said, you grow or you die no matter what, so it's a model that I said to myself, as you're building out the strategy here, how do you keep growing in this slowing market? The way you do that is back to that OEM partnership. If 75% of the aftermarket is still controlled by them directly and the markets slow down, there's other distractions they have. They may have cost reduction initiatives. Boeing or another OEM might be building a new airplane, and they want to put their engineering resources there. There might be another type of issue.

There's a major engine OEM right now that's going through an issue with their engine. They're very focused on that engine themselves. That gives us an opportunity to help them with other things. So as we look forward, we feel that as the market slows down, our model is different than anything else that's out there where you're just living by the revenue passenger miles, but being connected to an OEM who even in times are a little slower, there's an opportunity for offset work and the like. And about 75-ish% of the growth that's happened has come from OEMs giving us work that they were doing themselves that they felt there was no other partner in the market before to give. So that, to me, validates kind of the thesis of what we came here to build rather than just competing head-to-head against my competition.

The last thing I kind of want to add before I kind of summarize and if there's any questions is really talk a little bit about one other capability that we have in the business. So we have new parts, used parts, and MRO. But we have what we call an OEM Solutions Group. And what that is, is some of the OEMs are selling their intellectual property. So we acquired from Honeywell the license in perpetuity on a fuel control that goes on the PT6 engine. So that engine is about 20,000 engines, 20 plus thousand, more than that in service today. And it's also on the Rolls-Royce 250. So Pratt & Whitney Canada and Rolls-Royce, it's on their engines, both in production today, as well as a long tail, probably 20+ years of aftermarket opportunities. We are now the owner of that intellectual property.

So before we bought that, we were the exclusive distributor of the products. We were also one of the authorized repair centers. I don't know what market share I had, but let's just use round numbers, about 50%. To share with you kind of the opportunity set here is that basically we're removing the OEM. So it's not a tremendous revenue gain. It's all about margin capture. And the margin capture there, Michael, we've shared is roughly around.

Yeah. So $14 million of incremental margin on that program. So as you look forward, this is the highest margin program in our portfolio. So as we look to say, where are the future opportunities for growth and where are the growth pillars? I've got new distribution agreements that I can continue to sign, both competing against my competitors as well as working with large OEMs. I have plenty of MRO opportunities. Just, I can build capabilities on my own or I can get authorized. So again, picture Apple giving you that logo on the building to say, we need you to repair this for us.

We'll announce a deal in the next few weeks, probably a month or so, with a large OEM where they have never had an authorized repair center before, but they've lost a lot of share and we're going to be their first authorized repair center. Again, OEM saying, problem here, help us solve it. And that's how we're solving it for them. And then obviously we have M&A as a fourth growth pillar. The fifth growth pillar is this OEM solutions opportunity. So we're officially the manufacturer of record, but picture it like a Lego kit. We've been fixing this stuff and testing it for 30 years. We've been distributing the parts. Now I'm managing a complicated supply chain and I'm putting this thing together similar to the way I would do in a repair network, but that margin capture comes with me.

So this will take us through the end of the year until that program is fully transitioned. But once it's up and running, it'll be interesting as we talk through strategy for 2026 and beyond of what this market could look like for us because this is another opportunity to start to expand and spread margins from where our peers sit and start to move those margins closer to 20% over time. So a couple of takeaways. If you look at the market, and I'm sure you heard a lot today about you got a strong and resilient market and we have plenty of market share opportunities. Our business transformation, it's been a long haul.

I don't know if I would have done this job if I knew how much it was, but it was a lot of work in terms of, I mean, our federal business was three divestitures in five weeks. We split that business into three. And then separations of businesses, standing up new IT systems, you name it, we've done it. I think of the top 100 leaders in the business, 95 of them are new to the business, but we put together a platform and a base that we can really build and grow from. Number three is really important, that unique and differentiated value proposition as we combine our MRO and distribution services and as we focus on that OEM and how we can really support them in unique ways in the market.

Our culture, our product line strategy, and I call it how we do what we do continues to be. It wasn't my last business and continues to be here, another core driver of differentiation. Our growth capabilities, mentioned the organic opportunities as well as inorganic opportunities. But who we are as VSE continues to be our greatest differentiator. With that, happy to kind of pause here and open questions. Michael or Adam, did I miss any key items on your top 10 list?

Got them all?

In terms of OEM solutions group, besides fuel controls, can it extend to other types of products like avionics or?

It can. So it's a great question. So the way we look at it is we're not going to be a manufacturer. Theoretically, we're the manufacturer of record, but we have an engineering department that we had to stand up to run this program and the like. But we don't want to build out a true manufacturing center of excellence. We like to be more of an assembler and a supply chain manager. So what I want to do is if you think of it like a Lego kit, we want to be in a position where we're working with complicated suppliers out there. They're doing all of the manufacturing. We're assembling it and testing it. And if you think about what you're doing in repair, you take something apart, you fix it, you put it back together.

And by the way, if you come to any of our shops, the test cells and how you test things is a huge part of the work. So we feel like our model of OEM solutions is very much aligned with our core capabilities and how we run the technical element of our MRO shops today. And the big question that I get is how big is that market? I have no idea because we don't want to be a manufacturer. It does funnel down the market to a smaller position, but we do feel confident that there's a position for us in this market as things become more end-of-life for OEMs. And for them, sometimes end-of-life means there's 20-25 years left, which is a great opportunity set for us.

Well, yeah, I appreciate the time today. I know kind of end of day here, but we're excited about the story, excited to kind of enter that next chapter and really be able to not focus on kind of fixing the house, but now focus on how do we accelerate growth with this model that we built. Appreciate it. Thank you. Have a great day.

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