We're very pleased to have the CEO of VSE Corporation. John, thank you for being with us today.
Oh, thanks for having us.
For us, we've described VSE as an aerospace compounder with a long M&A runway, and I feel like you've been delivering on that thesis faster than we ever expected. We've got this recent PAG deal, should expand revenue quite significantly. I wanted to dig into that a bit more, but I think a great place to start is maybe just giving an overview. Anybody that's new to the story, you know, how did you find PAG? What is the asset, and what's so compelling about it?
Sure, yeah. I mean, I appreciate the way you described the business. I hope that we can live up to that standard for you. You know, I've been with this business for about six years, came in here with a very kind of strong belief in where there were gaps in the aviation aftermarket. And, you know, you think about when something breaks, you have a new part, a used part, or a repair, and, you know, you need that some level of service to support any of those three. And where I think one of the bigger gaps is that they don't really come together for many of our peers and competitors out there. There's new parts suppliers, used parts suppliers, and repair suppliers.
So what we've built over the last five, six years is a platform that we believe supports large OEMs, helps them monetize their aftermarket, and support the large group of end users. And where we saw PAG add a lot of value is that when you look at the repair capabilities, you know, and the number of different types of aircraft and engine type, they had just a really unique group of bespoke capabilities, and how they bring parts and services together very much aligns with the model that we've been driving. So when I thought about what is the right scalable asset for us, you know, this was the asset. And we've been working on this asset longer than other deals that we actually closed well prior, 'cause we were trying to get ahead of a process, knowing how transformational this deal could be.
Yeah. And we're definitely gonna dig into that a bit more, but I think that one of the important points that, in my conversations with investors, sometimes goes underappreciated, is that this isn't the first time you're doing this.
Yeah.
Right? You helped build KLX into one of the largest MROs of the time, before it was ultimately sold to BA, when it was part of B/E Aerospace. I think just because it was part of a larger company, maybe people don't recall the details of that journey. Can you just walk us through that and how important that experience is in setting up VSE today?
Sure. I mean, what. You know, that business was a consumables and expendables business that- so you don't have a lot of intellectual property, you had a lot of competition, and you're trying to build a roll-up to support a global, aftermarket, and we supported OEMs as well. But it was really, that was a, an M&A compounder and a, and a roll-up strategy. Almost solely, the, the organic growth kinda came second to M&A. But what we did when we sold that to Boeing, it was sold on one ERP system, you know, still had, you know, strongest margins in the industry and, strongest level of end-user service.
So when you think about what we're building here at VSE, it's very different in terms of the products and services, but some of the core capabilities of culture, so, you know, half of my executive team are people that I've worked with in the past, and I knew that can deliver on the strength of what we were gonna build here. But the model in which, and we think it's a huge differentiator, when we look at acquisition assets and what we can do with them, we don't just need to buy an A asset and make it an A+ asset or raise prices or do something like that.
We can take a part of business, put it back in a different way, where we can really find those kinda diamonds in the rough and those gems as we integrate, and it supports the end-user customers, it's supporting employees with greater opportunities, and from a shareholder perspective, you know, we're able to, to really drive. Once these synergies come to play, I mean, most of the deals we've done are actually single-digit multiple deals compared to how, you know, the shares are trading today.
And, maybe you could just elaborate a little bit on, you know, VSEC is not just purely a repeat of KLX.
Correct.
That's really you know, great background, that you had that experience with KLX, but it is different. There is more of a focus on higher IP, you know, other avenues of growth. Maybe you could just expand on that.
Yeah. I mean, the KLX business was about 60% OEM direct, about 40% aftermarket. This business is 100% aftermarket-focused. There are more services, and there's a lot more complexity and I'd say, you know, from a technological perspective, the parts are a lot more complex. And then from an intellectual property perspective, there's IP that we don't own, where we're supporting the IP of our OEMs. But really, about two years ago, we started our journey of where our intellectual property is now part of our model and a huge part of our growth pillar. So we've got our distribution businesses in new parts and used parts. You know, post-PAG, we'll have kind of six MRO segments of kinda centers of excellence and capability sets under those, and we'll have three groups of IP-related revenue streams.
One of them is what we call OEM Solutions. We're buying the IP from our large OEMs, when it's end-of-life products or something that they're just done making, and we'll actually contract manufacture and manage the totality of the aftermarket and own the IP. The second is where we're doing some reverse engineering and alternative sourcing of products, and we own the IP for the product. And the third is what's called DER repair, where we're using either a different type of process or used parts or PMA parts inside of a repair capability, and again, we own the IP on the repair. So, we're just, I'd say, at the forefront of where IP will be, you know, a larger focus of the business as we move forward.
Great. I think that's a fantastic overview. Obviously, unusual to have an executive have so much breadth and depth of experience, and doing it again. Can we just go back to VSE, you know, core, let's say, and dig into the basic organic growth algorithm that you see. Revenue growth, margin expansion on top of it, how do you think of the core business before M&A?
Sure. I mean, if you look at our business today, I kind of break it into four buckets. I look at commercial engines, commercial non-engines, business and general aviation engines, and business and general aviation non-engines. At the highest end, you're seeing the commercial engine market growing, you know, low double digits to mid double digits, I think followed by the business and general aviation engine market, high single digits to about 10%. And then the component markets, you know, just slightly less than that, and probably the slowest growth is your rotorcraft business and general aviation non-engine, more in that 5%-6% range. So, and you know, ironically, our business, you could almost say it's a quarter of each, you know, just round numbers. I start there and kind of where the macro trends are.
For us, we build a strategy internally that M&A, you know, and that compounder is really critical to the strategy, but 99% of my team is not focused on that. They are incentivized only off of organic growth. They are focused only on organic growth and margin expansion, and it's really how do you build a model, regardless of where growth is or isn't, that you're gonna continue to outpace your peers? We're building things out three years out in terms of kind of market share opportunities. I think what's unique about our model is, you know, the rough numbers, the total aftermarkets, let's say $150 billion. $50 billion is people like myself and my competitors in the services market supporting kind of that, a third of the market.
The other $100 billion is the large OEMs or medium OEM, mid-tier OEMs going direct to the end users. Where our model is different is we're attacking both, both sides of the table. Most of my wins are actually coming from that $100 billion OEM direct model. Because our, our model is unique, we're supporting these OEMs on protecting their IP, managing their aftermarket and their end users stronger than they can do, and, helping them monetize it, that they're coming to us when they're struggling with problems, and rather than something going through a competitive bid, we're winning more market share kind of direct from those OEMs. And it's allowed us, over the five years, to, to be in a position where we've had greater than organic. greater than market growth organically.
I think on the organic side, I look back at the three years, roughly around 15%.
Yep.
Yeah. We've grown the business about 30% CAGR in the last three years, about half organic, half inorganic.
Yeah. It does seem like some of the tailwinds that you're describing that have lifted organic growth to above normal rates continue into 2026.
Correct. Yeah, I look at 2026 and 2027 right now about the same.
Okay.
I don't look that much further out. I hate assumptions. Data starts to have too many assumptions in them.
Sure
A nd not as much, like, real shop visit data that I can kind of tie to, you know, to a real model.
Yeah. Is BGA always gonna be a bit of a discount commercial aftermarket, or is there a world where they converge?
I think today it's a discount. I think but for us, what we like about it is it gives us an opportunity to build something different. We don't look at the markets the same. We look at the commercial markets as higher growth, and but yet there's a bigger competitive landscape. And we look at the business and general aviation market, you know, think about the number of aircraft in that market from, you know, a Piper to a King Air to a Lear 45 to, you know, a Robinson helicopter, I mean, things that fit in those markets, to a Gulfstream, and we really look at an engine type by engine and platform by platform strategy there. And we think it allows us to build a greater moat around our competition.
Again, that IP play comes in a little bit stronger there. So even though the market growth is slightly lower, we think the margin opportunities. And to create more annuity-like revenue streams, we think can happen more in the business and general aviation space. But I would look at the next two to three years, I still see it as a discount slightly to the commercial world.
More of the same of what we've seen recently.
Yeah.
Got it. And then on the margin side of the algorithm, you've talked about getting to 20% adjusted EBITDA margins. Can you just elaborate on the bridge there, what it takes?
Yeah, I mean, if I look back, six years ago, we were at about 11.5% segment margins, a single-digit company-wide margin. You know, our earnings are next week, but we've given a preliminary guidance or range when we announce our acquisition. So we have company-wide margins well north of 15% now, which is something that was our first target, how do we get, you know, consolidated margins there? We feel very comfortable with our models both in terms of our organic growth and our synergy model with PAG, to put us in a position of about 20% margins. You know, we haven't given a perfect timeline, but I'd say end of 2027, you know, going into 2028.
When you think about what the business could attain in the fullness of time, could we even get above 20% margins, or is that a cap?
No, absolutely. I mean, we'll do an investor day. Michael and I are working on dates, probably in the third quarter. And we'll talk. I know that's gonna be the first question, so we'll be ready. It's not gonna be a grow and plateau at some point. I joke with my team, you get, you know, a month to plateau, and then you gotta focus on the next area of growth. I look at that, at things as milestones, almost like a you know, kind of like a marathon, and I think that 20% is a great milestone. And I think through how do then you build a path, let's say to 25%, but we haven't really crystallized the model around it.
What I would tell you is, for us to get from 20% to 22%, 23%, it's all about how fast I can grow those three intellectual property revenue streams. That's really what's gonna drive the pace of, I'd say, the margin expansion above 20.
Yeah. I had a question about the preliminary numbers, but with earnings around the corner, we'll pass on that. Can we just talk about the financial picture from a free cash flow and balance sheet perspective? What are the normalized ways to think about that? If we're in a world where we're hitting the organic growth that you're talking about, margins are expanding to 20% in the fullness and time, maybe even beyond that, how cash generative is this business, and what is the right leverage ratio for the business?
Yeah, I mean, I think I'll talk about leverage ratios first. You know, we've given pretty much a wide range. You know, we'll, with earnings next week, we'll announce, like, leverage, year-end finished with a one next to it. We obviously did a very material acquisition, and by the time that closes, and we've got first quarter is our heaviest cash usage quarter. You know, I don't ever see us having a positive free cash flow in the first quarter. It's just a tough one, the way our markets work. But, you know, leverage will be, you know, somewhere between 2.5x and 3 x post, post-deal closing, and then you'll see leverage improve from there.
But we've given a pretty wide range on leverage, from like, you know, from 2x to 3.5x, 'cause we're very comfortable going up to 3.5 x to do a deal, and then we think we can de-lever pretty quickly. I think when you look at the free cash flow profile of the business, you know, your question was well stated because I think when you think about growing and scaling a business that was essentially very distribution-heavy initially, it was hard to get free cash flow positive, period, when you're growing. You know, I've talked about the last three years of growth. First couple of years of growth were 40%, you know, CAGR, and it's all distribution and inventory focus. It was very hard to get that free cash flow generation positive.
You can expect positive free cash flow in the targets we've given .
Yeah. Yeah.
I don't want to speculate.
Yeah, so when you're taking a look at 2024, we used about $52 million of free cash flow. As John just mentioned, we expect to be cash flow positive for 2025. We're targeting about 30%-35% EBITDA conversion from a free cash flow perspective on a go-forward basis.
Yeah. And I'd say expect on a quarterly basis, expect the first quarter to never look pretty, and then it to improve from there. It's just the mechanics of the way our markets work.
Yeah. And that free cash flow ramp that you're describing, I mean, that's just the normal working capital that a distribution business needs as it grows.
It does, you know, and I think that we'll always focus on optimizing, you know, inventories, but at the end of the day, these are supply chains that are never gonna get fully corrected, I don't think in my career, and you want to be in a position where service levels are strong. The PAG acquisition just has a natural benefit to it because what it does is, today our business is 60% distribution, 40% MRO. Post-PAG, it flips, and we're 60% MRO, 40% distribution. The free cash flow conversion is far stronger on the MRO side of the business, so you're gonna see a 2027 clean year, free cash flow, you know, model looking much stronger on a percentage of sales than you do with our legacy numbers.
Yeah. I, I think we've waited long enough. I want to dig into PAG. You mentioned how the business mix flips. Can you just talk, for the audience, kind of the strengths of an MRO business versus the strengths of distribution, and more importantly, when you put them together, what new advantages are created?
Sure, yeah. I think that, you know, what I love what PAG did is they built many centers of excellence. So whether you're talking about a Rolls-Royce M250 engine, where they do the full engine repair, you're talking about avionics. Their avionics capabilities can touch, you know, the oldest of cargo carriers to 787, A350, you know, cockpit displays to, you know, Gulfstream, you know, navigation systems that are, you know, next gen. So the scope of work that they do across their different sectors, they've looked at it much more in this bespoke MRO category. And then what they have done that I think is really unique is the only parts they carry are parts where they're repairing. they're doing repairs. So their distribution, and their exchanges, and their used material, it's very much tied to repair.
So it's not again driving a really tight strategy with these disparate businesses, I actually love how they did that. And by the way, it drives higher margin, it drives stronger free cash flow. So the fundamentals of the business, when you dive underneath, look better than some of these legacy, disparate kind of MRO shops that I've seen in the past. What I also think is valuable about bringing parts and services together is they're driving the MRO activity because they have the product. So example, if you know the Apple store around the corner has a used phone that they can swap out, and it's gonna take two weeks to fix your phone, you're gonna go there over somebody else who might be $10 cheaper, but you have no phone for a couple of weeks.
So the way they've connected the exchanges to the MRO shops, I think is second to none in the industry, and I think it's driving superior margins. And equally or more important, it depends, they're driving this customer connectivity and this kind of annuity relationship with these customers because these customers are no longer holding inventory, and they're coming to them directly to get the exchange and then to get the repair.
Yeah.
You know, and I think there's a lot of synergies in that we can bring together and bring the businesses together.
Do you generally think of an MRO business as better or a distribution business as better?
It's funny, because we have investors that, you know, we had three today who just like trying- everyone's trying to figure out my margin profile in each. I wouldn't say in totality I think of one as better than the other. Obviously, when you peel the onion, I have some very high margin distribution. I have some very high margin MRO businesses, and sometimes we have no loss leaders in our business. It's not the way that we operate. All of our businesses are driven- we drive granular, very detailed mini P&Ls, and everything has a profit to them.
So I would tell you that the more competitive areas where there's a lot of OEM influence tend to be lower margin, both on distribution and on MRO, and you see it on heavy engine work or on full aircraft work as well. But I don't necessarily think one fundamentally is better than the other. I think the only fundamental improvement you get from MRO is on the free cash flow.
Yeah. In terms of volatility through the cycle, maybe, you know, as somebody who's lived through these businesses, lived through multiple cycles, maybe you can talk about, you know, the typical, how they behave through a cycle, but also what you're doing to perhaps, you know, protect the businesses and make them even more stable.
Yeah, I tend to be more like, you know, cynical or concerned than most on the cycles. And I'm concerned about the cycles because, you know, I'm a believer that all the data that you see is built off of a lot too many assumptions. We were talking earlier about that.
Yeah.
And I get concerned that, you know, what could happen if retirements pick up? And so I build a plan every year organically, as if the market's not gonna grow. That's the way we build it. And what's gonna happen if there's no growth, and I tell you, you still have to grow somewhere between 5% and 10%? Where are you gaining market share? Where can you find ways to support your OEM partners? Remember, you've got $100 billion of work that they're doing today that maybe it's not necessarily... it's, you know, share gain, it's outsourcing to you. Where in these different cycles can you find opportunities to grow through those cycles? Most of the time you hear, and there was, you know, some chatter last week about destocking and distribution.
We tend to have a very different philosophy on that, because we hold inventory very tight. Because our delivery performance is so strong and, and our customers know to rely on us, and we're selling highly technical, very expensive products, we try not to, like, let people build stock in the market. We tell them, "Look, we'll always have it, we'll manage through it. Inventory, supply chain issues are happening, and we're gonna share across the industry." But we do that also so that we can manage through downturns and not have a destocking model. It also gives us a little bit more pricing power when we can utilize it. You know, people aren't sitting on legacy inventory at lower margins and those types of things.
So that is another benefit to our stocking model, that it makes it, you know, it gives us a little bit of protection. You know, I think that with regard to MRO, there's two or three kind of groups of products. There's break-fix, something breaks and it needs to be fixed. There's things that time out, regardless if they're being used. So during COVID, there's still things coming into our shop because of time, and then there's things that are take-off and landing based. And very candidly, you do see different cycles through, you know, depends on use. We try to drive a balance within our shops to drive somewhat of consistency through cycles. I look at the cycle as more of, "I can't control that.
What I can control is, what new work can I bring in during a downturn? How do I sit with an OEM partner and say, "Hey, you know, if a downturn is happening, you have to reduce cost, so maybe some of this end-of-life product I can take on for you. I can find ways to create a financial opportunity for you and build a different platform for me?" That's so we look at it more that way than trying to just control the end user demand.
Yeah, that makes sense. I wanted to just spend an extra second on supply chain.
Sure.
You know, obviously, the business that you're building is embedded in the supply chain. Throughout the day, we've heard different data points about supply chain. In the morning, for example, we had Textron CEO talking about challenges in managing the bizjet supply chain and some hiccups there. I wanted to just take the temperature. How does the supply chain broadly look from your perspective? What are you doing to kind of facilitate things? And when we hear some of the larger players talk about hiccups in the supply chain, you know, are you seeing something similar? How would you assess it?
Yeah, I mean, I've been in the industry since 1999. There's like, the supply chain never really works. Like, it's like this. So it just never has been that efficient and that and actually really worked. So do I see it working today? No. But I don't think- I do think it's improved. I mean, I was sharing earlier today with someone, I mean, there is the head of aftermarket, and then the head of supply chain at one of the a Tier 1 OEM, that last year, the three of us would get on a call every Friday and allocate bearings because, you know, I'm supporting their end user, so we're in it together. It's like, who should get them? Someone is going to get stuck.
Either a part is not gonna get made out of production, or some end user is not gonna get their engine or whatever else out of the repair shop. That's how tight we were on some of the supply chain. I think a lot of that is better, that we're not seeing shutdowns on the repairs, on the repair side or on the production side. At the end of the day, though, you're dealing with everyone uses the same supply chain. You've got commercial business, aviation, defense, space, rotorcraft, aftermarket OE, and as one is coming up and no one's declining, right? People may be flattening out a bit. That supply chain just feels a different level of constraint, and it's like a whack-a-mole, one thing goes up and goes down.
Our job is, how do we proactively predict where we think, because this market is gonna grow faster than that market, what supply chain is gonna be impacted? How do I get in early and procure, or how do I find alternative sourcing opportunities? So we've been using. That's where the DER repair comes in. We're using some used serviceable material and repairs. We're looking at PMA parts for more non-critical parts, where our OEMs are not upset about it, because we're solving supply chain issues for them. But, I'd say it's better, but, I don't ever see where the, the nirvana. I look at the bright light, I don't see the bright light at the end of the tunnel there.
I wanted to follow up on PMA a bit.
Sure.
You know, so sometimes I'm asked the question by an investor looking at the stock, and, you know, and they're always looking, kind of trying to compare what you might become. Is this gonna be the next TransDigm? Is this gonna be the next HEICO? You know, you've used the phrase PMA a few times. Maybe you could explain to the audience what that is-
Sure
T o the extent that, you know, people are still playing catch-up a little bit. And talk about the long-term vision for PMA.
Yeah, I mean, I think with regard to who we're gonna be when we grow up, I think the one big difference, compared to the companies you've mentioned, is they are outstanding businesses that are groups of 30, 40, 50 different individual businesses.
You know, we've got a logo internally, our One VSE logo. Our goal is to support the, you know, the market's gaps first, and what that means is simplification. And us being a one-branded company and trying to have a single invoice and single system and single focus, is gonna drive what we believe is the strongest differentiation. And then it's talking about the quality of the services, how fast we can get those services done, and then where we see gaps in those services. And it's not just an economic model, it's really the economics do work, but they come second, because they're- we're driving of what's gonna support our end users and our OEMs the right way. You know, we started this business all about supporting OEMs.
When you think about supporting OEMs and think it through your Tier 1 OEMs, you know, a Honeywell, a Pratt, a Collins, you know, they, they spend a lot of R&D to get their proprietary parts and proprietary content, and they don't want someone knocking it off. So PMA was never, which is a reverse engineer product, that's a generic version of one of those parts, was never really a part of our initial design. What's happening over time is, because no one sees the light at the end of the tunnel for supply chain... how do we support end users for our OEMs, when if an OEM needs 1,000 parts for production, and I need 100 for the aftermarket, and they're only gonna get, you know, a 1,000 from the manufacturer, we're 100 short no matter what.
So where I'm trying to come up with alternative solutions is, is there a different repair module I can use? Can I use used parts, you know, as engines or another part expires, and test them and get them up and running? Can I or can I use a reverse engineered or a PMA part? And that's really the impetus of it, so I'm doing it in a much more, for lack of a better word, OEM-friendly way and aligned with those OEMs to solve, back to your supply chain comment, to solve supply chain issues, rather than just to go head-to-head and compete with them.
Yeah.
So it's a slightly different model, but, and the return is I'm solving issues, and then for me, on the business on a beneficial level, there's more intellectual property, which obviously drives higher margins over time.
Yeah, that makes sense. So it's really a result of how tight the backdrop is.
Exactly
F or a lot of these products.
Exactly.
And in that way, you're helping OEMs while pursuing PMA.
Exactly
W hich isn't always the case. No, that's fantastic. If we could just circle back to, you know, PAG, I get asked the question about the TAM for the company. You know, when you're doing M&A, when you're involved in distribution, when you're involved in MRO, and, you know, incrementally kind of building out some PMA lines of business as well, the TAM could be enormous.
Yeah.
Right? How do you help people think about the overall growth opportunity over years?
Yeah, I mean, I look back to, like, experiences I've had. My last business was very, very tight in what we did. So we were buying, you know, buying up our competition, we were consolidating a market, creating the global leader in what we did, but it was a tight, niche market in what we did, and I didn't want to have that stress when I got here. So I tried to build a little bit more of a broader platform. On the flip side, a few people have tried to build the aerospace aftermarket one-stop shop, and it has, you know, failed in my opinion, you know, miserably. I'm certain that those people who have it in their model will tell you otherwise, but delivery performance doesn't work.
Every part in this industry has a story, and those stories and the complexity around them are important, and you start to lose that, it just becomes a part number in a system, and I think that that is not what's in the best interest of our OEM partners or our end users. So here, the way I look at it is, it's a collection of quality repair capabilities and a collection of quality OEM-centric product that have where we can add value in the market. And that's supporting commercial business and general aviation rotorcraft, and we barely started on defense. My business today is 1% defense. With our PAG acquisition, we'll be just about 5% defense.
So we see the opportunity geographically, still very domestic in nature. I think we'll have about 60-plus locations in terms of MRO facilities, and, you know, probably 55 of them are in the U.S., so a great opportunity to grow geographically. The second is, you know, we think there's there's really strong opportunity in the defense sector over time for us to grow. But we on the commercial and the business and general aviation, you'll see us focus more platform by platform.
Okay.
Because specifically, you look at business and general aviation, you look at, you know, a PT6, you look at a, a King Air, you look at a Lear 45, you know, how do you dive into that platform? And again, aligned with your OEM partner, where they want the help and they need the help to support. And if you start thinking about the number of platforms out there, it just starts to keep the strategy tight, but create this extremely large addressable market. When I look at our, our near-term pipeline, and not everything is actionable, but, you know, I've got 35-40 M&A, you know, targets, you know, in my secret phone list that I won't share with my team.
But like, you know, on deals that I'm courting and deals that I'm working, which are capability adds, and as you build out this platform strategy, I think all that's gonna come out is more and more opportunity. This capability set, you know, we can grow organically. This one might be faster inorganically, and I think you're gonna continue to see that growth. So, you know, I've never publicly said you can expect- let's say the market's gonna grow 8%, I'm gonna grow 10, and I'm gonna, you know, and I'm gonna grow 10% inorganic, and you expect a 20% CAGR over three years. But I've also, on the flip side, share- said with shareholders, "You're trying to build out a three-year plan," that's, in my mind, that's kind of how I think about it is.
Yeah
W e're gonna outpace organic growth, and there's plenty of inorganic opportunities for us to keep layering in, of all shapes and sizes.
Yeah. I want to follow up on the pipeline, but before we do, just finishing up with PAG, you do have this $15 million synergy number out there. You've talked about it in Investor Day. Obviously, you don't want to steal the thunder, and it might be too early to really kind of, like, think about all of the layers of upside, but it does seem like that $15 million number, in light of everything we've discussed, may be a bit conservative.
I'm laughing because you, you, this is a... Well, we had- we've had a great day, a outstanding, group of meetings with, very knowledgeable investors, and every single one of them said my number's too low on synergy. Yeah, I think you're aligned with kind of investor feedback. In all, in all transparency, we shared mostly cost synergies in a few of the products that we know they're buying from us today, where there's some margin opportunity. What I say, I like to make sure I can do. We have delivered, we have done, three acquisitions in the last 18 months. We have taken an 11% EBITDA margin business to north of 16. We have taken a 13% EBITDA margin business to north of 16.
That business, we also grew almost 30% in the first year that we, you know, owned the asset. I want to make sure that I continue that trajectory of really sharing tangible synergies. What's not included are all the sales synergies and some of the supply chain opportunities above and beyond. Now, could they be double what I shared? Absolutely. I wanna get a little bit more meat on the bones and just make sure that I feel confident in the data that I share, and then how fast we can execute on it.
Yeah, that makes sense. It is a very large deal, and just to explore the risks or get people comfortable with the risks of integration, maybe you can just talk about your integration playbook.
Sure, yeah. I mean, I'd say it's, I'd say it's probably one of the core differentiators in what we do compared to our peers. We actually integrate assets. I was emailing with the CEO of PAG this morning. We're going through site by site, like, our like sites and what systems we're on. MRO systems, there's like, like five of them that are out there. We've bought businesses with out of every one, so we know how to integrate them and know where the system, you know, complexities lie. Some of them, we choose not to integrate, 'cause the risks may not outweigh the benefits. As I did a lot of this diligence myself early on, because this was, you know, a, a deal that we went to market on before it hit market.
We tried to get ahead of a process, so we had a lot of early access, and I was working it kinda personally. And because of that, I kinda built out the integration strategy. So we will integrate in six like, seven different business units, so expect us to integrate one business unit at a time. So really, it's like de-risking the integration, 'cause you can take 20 MRO facilities and integrate one at a time.
You're not turning a light switch with a big SAP conversion that you hear about from, you know, large companies, and then everything goes down. We can integrate a $20 million business to start, you know, then the $50 million business, and so on and so forth. So what we typically do in the first 90 days is watch how they operate, see how things run, see if there's areas from a controls or whatever risk perspective that we wanna integrate faster for those, figure out where we think the biggest synergies are, and we usually expedite those integrations. But you'll see us integrate more in smaller chunks over time and to de-risk the integration. But of all the things I'm worried about, I would tell you that's not where my biggest, you know, thing that keeps me up at night.
I wanna understand the market and the market growth opportunities, but I feel really good about the strategy and our ability to execute on the integration.
Yeah, and another part of integration is deal structure at the outset. Sometimes there are earn-outs or other incentives.
Correct.
Do you... Can you talk a little bit about the structure and how maybe that just drives success here?
Sure. I mean, the earn-out, the earn-out, I'm not a big earn-out fan. I almost never do them. In a deal, we do have an earn-out with this deal for, for 2026. I would tell you that we're not at 99% aligned, we're 100% aligned. I would love to pay the earn-out. The earn-out is, they're gonna drive their earnings greater than, you know. I modelled 26 individual P&Ls for 2024, 2025, and 2026. Our 2024 my numbers and their numbers, thankfully, for 2024 and 2025 are very close. 2026, they think they're gonna do a little better than I think they're gonna do. Great, I'm happy to pay them for it. We talk about that 20% margin opportunity, it will drive all of the positive opportunities faster for us-
Yeah
I f they can achieve that. So, the CEO will stay on board at least through year-end, running the business, which is essentially we would do even if there's not an earn-out. We like to make sure and validate everything we saw in diligence, get every ducks in a row, and January 1, we'll kick off real integration. It doesn't mean synergies won't come sooner. We'll work on synergy plans very quickly, but the actual tactical integration work will start in early 2027.
So, you know, if those incentives work as intended, it seems like we may even be at a point later this year where we're already exceeding expectations on the deal, just because the core operations of PAG were strong.
Yeah, I would love to sit at an investor day and tell you, "You know, I'm gonna hit 20% margins as a consolidated basis," you know, whenever, Michael, let me say. You know, I mean, you know, in a faster pace. And that, if they earn that earn-out, I will tell you that will happen, because that earn-out is not happening at a low margin. It's happening at a margin that's accretive to our existing margin profile.
Okay. I wanted to talk about the pipeline. You know, this is actually just one of a string of deals that you're executing. I believe it's the largest one so far.
Right.
It seems like there's a deep pipeline behind this. Plug us into how you're thinking about the M&A engine over multiple years. I don't know, is there a way to think about what the business can be a few years down the line?
Yeah, I mean, I think, you know, when I look at the pipeline of assets out there, of quality assets, and ones that I think that we can be additive to, it's really exciting. Because I looked at this business as, like, chapters. The first chapter, when I got here, it was a little messy or a lot messy. You know, it was cleaning things up. It was validating this, like, value proposition I had in my head that's slightly different than what my peers have in the market, and making sure that these OEMs really kinda connected to it. And then it was divesting of non-core stuff.
The second chapter was all about, okay, how do we now take what we've done and go outpace the market organically, do these smaller deals, $100 to 200 million deals, and drive margins up and synergies up? And the results speak for themselves. You know, it's not just the words, right? And now it's, let's put some scale on this, and I think that as I'm starting to do it already, and I'm, like, not even a month in, you're already seeing kind of what the future framework could be and where the gaps are. And the gaps are good, because it creates both organic and inorganic pipeline opportunities. Combined, the PAG and VSE asset will provide a greater organic and inorganic total addressable market than we would individually. I'm looking at things differently than I would've in the past in terms of MRO capabilities.
They will look at things differently in terms of distribution capabilities. The pipeline of intellectual property-focused deals is different than what I would've done in the past. And then on the organic side, again, we haven't shared the sales synergy data, but as I get my arms around it, I think there's some really big, and interesting, and unique opportunities of what we can do together. You know, we're already talking about kind of our first joint things we wanna do in, hopefully, May or June, when the deal closes. And they're really exciting, and again, things we couldn't do individually. So I would say, expect this next chapter to be yes, it'll be a little, quote-unquote, "quiet" as we integrate, but I don't need three years to integrate the business to get the M&A pipeline flowing.
We look at $10 million and $20 million deals as well. They're not always these transformational deals on paper, but sometimes these bespoke little deals can help. Again, think of that moat that we're trying to create in some of those areas. You fill in a gap where that, you know, and you're creating a even you're really solidifying that moat. So there's a couple of little ones I've got in my pipeline that are more family-owned businesses. Whenever they're ready, I'm ready, no matter what's happening, because they'll be so much more additive and accretive than even a larger deal.
Yeah. We're knocking on the end here. I wanna give you the floor, and just any concluding thoughts, any points you wanna really leave investors with?
Yeah, I mean, I think I appreciate that. I think that what I would like to leave investors with is, you know, we have built something that's different. When you look at websites and you hear people's pitches, you know, when you think of parts and repair, they all tend to look and feel the same. We have built something that's really unique because we're attacking the entire addressable market that a lot of our peers can't address. Because we're supporting these Tier 1, 2, and 3 OEMs in a very different and unique way, while we're also servicing the end, the end market. The second thing is, is that, you know, the first couple of years I was pitching here, it's all about like, we're going to do this, we're going to do this.
We have validated the value proposition and validated our ability to acquire, integrate, and drive margins. And you know, just expect that to continue to happen, and don't think that the story is by any means ending. It's in fact the more exciting, exciting part of it. The third thing I would say is, yes, the market has been healthy, and I expect it to remain healthy, but for us, a moderated market still creates a tremendous amount of opportunity, and we look at the total addressable, organic and inorganic markets as things that are really, you know, exciting. You know, I didn't give you a number when you asked what the future gonna look like, but there's no reason the business can't keep compounding and doubling.
I mean, the revenue number is not what excites me, it's more the quality of the revenue and the margin expansion and totality of it, but there's no reason that the revenue can't keep scaling. It's not time to have a little fun with the asset.
Great. On that point, thank you very much.
No, thanks for having us.
That was fantastic. Thank you, everybody, for joining us.
Thank you.