AAR Corp.

Good afternoon, everyone. Welcome to AAR's fiscal 2024 second quarter earnings call. We're joined today by John Holmes, Chairman, President, and Chief Executive Officer, and Sean Gillen, Chief Financial Officer. Before we begin, I'd like to remind you that the comments made during the call may include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Accordingly, these statements are no guarantee of future performance. These risks and uncertainties are discussed in the company's earnings release and the risk factor section of the company's annual report on Form 10-K for the fiscal year ended May 31, 2023, and Form 10-Q for the fiscal quarter ended August 31, 2023. In providing the forward-looking statements, the company assumes no obligation to provide updates to reflect future circumstances or anticipated or unanticipated events. Certain non-GAAP financial information will be discussed on the call today. A reconciliation of these non-GAAP measures to the most comparable GAAP measures is set forth in the company's earnings release.

replay of this conference call will be available for on-demand listening shortly after the completion of the call on aar's website at this time i would like to turn the call over to aar's chairman president and ceo john holmes great thank you and good afternoon everyone i appreciate you joining us today to discuss our second quarter fiscal year 2024 results before we discuss these results i wanted to comment on the acquisition agreement that we announced this morning For many years, we have been focused on growing our position in the market for proprietary and differentiated services, and we have long viewed Triumph's product support group as one of the leaders in this market for repair. In fact, in more than five years since I became CEO, I've had a number of conversations with Triumph's CEO about the possibility of AAR acquiring this business. So, similar to our TRAX acquisition that we announced earlier this year, this is an idea that we have had for a long time, and I'm very excited that we've reached an agreement with Triumph. We believe this acquisition will bring scale to our existing component repair operations, add next-generation repair capability, deepen and broaden our customer relationships globally, and expand our footprint. The quality of this business is reflected in its margins, which we anticipate will meaningfully enhance our own margin profile. We expect numerous benefits associated with integrating our existing parts supply, repair and engineering, and integrated solutions volumes with this business's operations. Triance product support also comes with a large DER portfolio and significant PMA development capabilities. We expect this will accelerate our growth in each of these areas. Additionally, its Thailand facility will help AAR further penetrate the high-growth Asian market. Finally, this business comes with a talented and accomplished leadership team. Overall, we expect this acquisition, which fits squarely into our stated strategy, to be highly valued accretives and it has significant scale, differentiated capability, operating margins of approximately 18%, a strong cash flow profile, and significant synergy opportunities. Turning to the results, we delivered another strong quarter of financial and operational performance, which resulted in record adjusted second quarter earnings. Specifically, sales for the quarter were up 16% year-over-year from $470 million to $545 million, Sales to commercial customers increased 24%, and sales to government customers increased 1%. Within parts supply, sales were up 24% over the prior year quarter, driven by strong customer demand for used service and material and continued expansion of our commercial distribution activities. Regarding USM, our global sourcing team continues to secure material that is in high demand. Much of this material requires repair work before it is resold and we continue to navigate extended turn times with our partner repair vendors. New parts distribution saw continued growth in both our existing and new commercial product lines, which more than offset continued slower parts sales to the U.S. government. On that note, we have started to see a slight increase in our parts booking with the government, which is encouraging. In repair and engineering, sales were up 8% over the prior year quarter, driven by strong performance across our hangars and component repair operations. In integrated solutions, sales were up 23% over the prior year quarter due to increased flight hours in our Power by the Hour programs and strong performance across our government programs. TRAX also contributed to sales growth this quarter, and that integration continues to go well. On that note, TRAX has a growing pipeline of opportunities as the value proposition of combining TRAX's industry-leading software with AAR's scale and financial support is resonating with customers across the globe. In expeditionary services, sales were down 34% over the prior year quarter due to a significant decline in mobility shipments of pallets to the Department of Defense. As a reminder, Mobility's products are used in support of U.S. troop movement, which has not increased in the current environment. The decline in sales activities is the result of funding being diverted to the effort in Ukraine, and we expect this to return to a more normalized level towards the end of our fiscal year. Turning to profitability, our adjusted operating margin was 8.1%, up from 7.6% in the prior year quarter. Operating margins expanded in parts supply and repair and engineering. TRACS also contributed to our overall margin expansion. Further, this represents our 11th straight quarter of year-over-year adjusted operating margin improvement. Our adjusted diluted earnings per share from continuing operations were up 17% from 69 cents per share second quarter last year to a record of $0.81 per share this year. With respect to cash, we generated $17 million in cash flow provided by operating activities from continuing operations in the quarter. We continue to see attractive opportunities to invest in our parts supply segment, which resulted in net inventory increasing $32 million during the quarter. We expect these investments to continue to drive growth for both USM and distribution. Our cash flow and continued EBITDA growth resulted in leverage at the quarter end of only 1.0 times adjusted EBITDA, and as such, our balance sheet remains exceptionally strong, which helped enable the agreement to acquire Triumph's product support business. Turning to new business, we had several wins announced during the quarter and subsequent to the quarter. These wins across multiple business segments inside of AAR and demonstrate the strength of our offering to customers. In repair and engineering, we announced an extension and expansion of our airframe services agreement with Alaska Airlines, including the planned corresponding expansion of our hangar capacity at Will Rogers World Airport in Oklahoma City. Similar to our previously announced expansion in Miami, this product meets all of the criteria that we have outlined for MRO capacity growth, which includes a supportive relationship with the airport and local government, favorable labor market dynamics, and a long-term customer commitment. We are excited about this opportunity and would like to thank Alaska Airlines, Oklahoma City Airport Trust, and all those who made this possible. In parts supply, we announced a multi-year contract extension with MTU Maintenance to supply USM parts for Pratt & Whitney 2000 engines. And also we announced a new multi-year distribution agreement to supply Woodward's fuel control products to the Defense Logistics Agency under our Captains of Industry contract. Finally, in integrated solutions, Aeronmar announced a new multi-year services agreement with Turkish-based low-cost carrier Pegasus Airlines for warranty support services. With that, I'll turn it over to our CFO, Sean Gillen, to discuss the results in more detail.

Thanks, John. Our sales in the quarter of $545.4 million were up 16.1% year-over-year. Our commercial sales were up 23.5%, driven by growth across most of those operations, particularly part supply, and our government sales were up 1.4%, due primarily to integrated solutions, partially offset by declines for new parts distribution and parts supply, and expeditionary. Gross profit margin of the quarter was 19%, up from 18.3% in the prior year quarter on a reported basis, and up from 18.8% in the prior year quarter on an adjusted basis. Overall, margin performance was strong across our activities, with notable improvement in commercial programs, as well as the contribution from TRACS. Gross profit margin in our commercial business was 20.4%, and gross profit margin in our government business was 15.4%, which reflects the softer performance in mobility that John mentioned. SG&A expenses in the quarter were 65.7 million, which included 3.1 million from acquisition and amortization expenses, and 2.6 million of investigation costs. Excluding these items, SG&A was 60 million, or 11% of sales. That interest expense for the quarter was $5.5 million compared to $1.5 million last year, driven by higher interest rates and borrowings. Cash flow provided in operating activities from continuing operations was $17.4 million. In addition to generating cash, we continue to invest in the business as evidenced by the $32 million increase in inventories. Our balance sheet remains exceptionally strong with net leverage at one times adjusted EBITDA, which enables us to make both organic and inorganic investments, namely our announced acquisition of Triumph product support. On that note, with respect to the planned acquisition, as indicated in the release and the slides that we posted to our website, the consideration is $725 million. We expect to receive tax benefits with a present value of approximately $80 million as part of this transaction. Net of this tax benefit, the purchase price is $645 million, which represents a multiple of 11.7 times EBITDA for the fiscal year ending March 2024, and 9.9 times EBITDA inclusive of the 10 million of run rate synergies. Funding for the acquisition is supported by fully committed bridge facility. The closing of the acquisition is subject to regulatory clearance and other customary closing conditions, and we plan to conduct a permanent financing in conjunction with the closing that will include debt and subject to market conditions, equity. Inclusive of an equity issuance, our target net leverage at closing is approximately three times. We expect to begin to realize synergies shortly after closing and to fully realize the run rate synergies by the end of our fiscal year 2026. Given the growth in cash flow outlook of both the target and AAR, we expect to further deliver post-close. The transaction is expected to be accreted to our adjusted earnings per share for a full year fiscal 2025. Note that consistent with current practice, our adjusted earnings per share and adjusted operating earnings will not include non-cash amortization and similar expense associated with purchase accounting, which we anticipate to be approximately 20 to 25 million per year. Thank you for your attention, and I will now turn the call back over to John.