VSE Corporation (NASDAQ:VSEC) Q4 2023 Earnings Call Transcript March 7, 2024

VSE Corporation isn't one of the 30 most popular stocks among hedge funds at the end of the third quarter (see the details here).

Operator: Good morning and welcome to VSE Corporation Fourth Quarter and 2023 Results Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Mr. Michael Perlman, Vice President of Investor Relations and Treasury. Please go ahead.

Michael Perlman: Thank you, Meghan. Welcome to VSE Corporation's fourth quarter 2023 results conference call. Leading the call today are John Cuomo, President and CEO; and Steve Griffin, Chief Financial Officer. The presentation we are sharing today is on our Web site, and we encourage you to follow along accordingly. Today's discussion contains forward-looking statements about the future business and financial expectations. Actual results may differ significantly from those projected in today's forward-looking statements due to various risks and uncertainties, including those described in our periodic reports filed with the SEC. Except as required by law, we undertake no obligation to update our forward-looking statements. We are using non-GAAP financial measures in our presentation.

Where available, the appropriate GAAP financial reconciliations are incorporated into our presentation, which is posted on our Web site. All percentages in today's discussion refer to year-over-year progress, except where noted. At the conclusion of our prepared remarks, we will open the line for questions. With that, I would like to turn the call over to John.

John Cuomo: Thank you, Michael. Welcome, everyone, and thank you for joining our call today. I am very pleased and proud to speak today, to share both the outstanding record business results from 2023, and the significant progress and updates on our business strategy and transformation. Let's start on slide three of our presentation materials. First, last week, we announced an agreement to acquire Turbine Controls, or TCI, a leading provider of aviation aftermarket maintenance repair and overhaul support services, supporting complex engine components, as well as engine and airframe accessories. TCI has a strong presence across a large installed base of engine platforms, including those supporting several key next-generation aircraft.

The business operates from two MRO centers of excellence in Connecticut and Florida, offering engine component repair and accessory capability, including rotating and static engine components, reduction, transfer, and accessory gearboxes, as well as pneumatic, hydraulic, fuel, and oil accessories. This is a very exciting addition to the VSE family. TCI's 45-year history of customer excellence, industry-leading MRO capabilities, and OEM partner-focused strategy aligned with VSE's go-to-market value proposition and long-term OEM support strategy. We expect to acquire TCI for a total consideration of $120 million, comprised of $110 million in cash, and $10 million of VSE common shares, subject to working capital adjustments. Steve will share additional financial details shortly in his prepared remarks.

Next, we completed the sale of substantially all of our Federal and Defense operating assets. This marks a very important milestone in the execution of VSE's transformation to an industry leader of aftermarket distribution and repair solutions. We are pleased to find a good home for the FDS assets and their team, and close this chapter of our business transformation plan. The divestiture of FDS was completed in February with two separate transactions to two different buyers for a total cash consideration of $44 million, which includes a $10 million estimated working capital adjustment. Associated with the sale of FDS, we will wind down the operation of the one remaining non-core FDS facility that was not included in either transaction. We expect to complete all transition work by the end of the second quarter.

And finally, as we focus on driving long-term value for our stakeholders, evaluating our portfolio to ensure we are best-positioned to execute on our strategic objectives and strengthen our balance sheet, we announced we initiated a process to explore and evaluate strategic alternatives for our Fleet segment. We have only just begun this process, and plan to provide an update later in the year. I'd like to take a moment to recognize Chad Wheeler, Group President of the Fleet Segment. Chad has been with the business for more than 32 years, and will transition from his position as Fleet Segment Group President later this year. Chad has led this business through many industry changes, and most recently, our successful customer diversification strategy.

I'm appreciative and thankful for his leadership. Let's now move to slide four, where I will provide an update on our 2023 performance. 2023 was an outstanding year, supported by new business wins, strategic acquisitions, product and capability additions, record revenue for both our Aviation and Fleet segment, and the company-wide record profitability. 2023 was a milestone year for our Aviation segment, with revenue growth of 33%. Supporting the revenue growth and strong plan ahead, were many successes to highlight. We acquired a market-leading technical MRO, Precision Fuel Controls, early in the year, and fully integrated the business before year-end. We completed the acquisition of Desser Aerospace, a global aftermarket solutions provider of specialty distribution and MRO services.

And we are already realizing synergies as we prepare for integration this year. We were awarded and launched multiple new distribution awards, including a geographic expansion into Asia-Pacific, supporting a marquee OEM partner, as well as a new distribution award supporting Europe, Middle East, and Africa customers. We acquired the rights to exclusively manufacture and support certain Honeywell fuel control systems, marking a key strategic expansion into OEM licensed manufacturing. And we expanded the capabilities and offerings at our MRO shops, driving record revenue across all VSE MRO facilities, while improving overall margin rate. Our Fleet segment also reported record revenue for the full-year with a 21% increase in sales, supported by growth in our commercial fleet sales channel, fueled by an expanded product offering to both new and existing customers, the successful launch and scaling of our new Memphis e-commerce center of excellence and distribution center, driving higher volume throughput, and establishing our Fleet segment as a key partner and market-disruptor in the fast-growing e-commerce automotive aftermarket.

And continued support with an increased breadth of products to support all vehicle types for the USPS. I'm very proud of the VSE team, and how we came together to support our customer and supplier partners, how we executed on our strategy with new business wins and strong program execution. How we integrated acquisitions and brought businesses together, how we continued to build the VSE brand in our markets and how we performed. We have a results driven culture and broke records in revenue and profit in 2023. I will now turn the call over to Steve for an update on our financial performance.

Steve Griffin: Thanks, John. Let's turn to slides five and six of the conference call materials to provide an overview of our fourth quarter and full-year 2023 financial performance. Let's begin with our fourth quarter results. VSE generated $235 million of revenue in the quarter, an increase of 37% led by Aviation up 43% and Fleet up 26%. Adjusted EBITDA of $31 million increased 46% or $10 million versus the fourth quarter of 2022. Aviation drove $8 million of this growth and Fleet drove $2 million of growth. Adjusted net income increased 62% to $13 million and adjusted diluted earnings per share increased 31% to $0.85 per share. For the full-year 2023, we recorded $861 million in revenue, up 29% versus 2022 driven by growth in both operating segments, but primarily by a 33% or $136 million increase in our Aviation segment.

Consolidated adjusted EBITDA for the year was $114 million, an increase of 45% or $35 million as compared to 2022. Aviation EBITDA grew $35 million and fleet grew $3 million which was slightly offset by $3 million of higher corporate expenses associated with the FDS divestiture. Adjusted net income increased 60% to $47 million and adjusted diluted earnings per share increased 45% to $3.31 per share. Now turning to slide seven, we'll cover our Aviation segment fourth quarter and full-year results in more detail. Starting with the quarter, revenue increased 43% versus the fourth quarter of 2022 to a record $154 million. Both distribution and MRO businesses were strong contributors up 41% and 49% respectively. Excluding recent acquisitions, the Aviation segment increased 18% as compared to the prior year.

Desser Aerospace which was acquired in the third quarter of 2023 had a strong fourth quarter generating $23 million in sales. Distribution revenue increased by 41% driven by the ramp up of new OEM programs including those recently launched in the Asia-Pacific region. The strength of existing program execution, new geographic expansion and contributions from the Desser acquisition has set a strong foundation for success. The recent acquisition of the Honeywell Fuel Control Program did not have a material impact in the quarter, however remains on track for transition throughout 2024 as VSE captures new margin and repair opportunities from this important product line. MRO revenue increased by 49% driven by the ramp up of new programs, market share gains, new repair capabilities, improved throughput in our MRO shops and the addition of Desser.

We continue to drive scale on our existing MRO footprint which has led to strong profitability and margin expansion. Aviation adjusted EBITDA increased by 52% in the quarter to $24 million while adjusted EBITDA margins increased by 90 basis points to 15.6%. Contributions from new distribution programs, market share gains within MRO, operating leverage and progress on margin improvement initiatives drove the improvement in profitability. Now for the full-year 2023, Aviation generated record revenue of $544 million, an increase of 33% year-over-year. Adjusted EBITDA increased 68% to $87 million and adjusted EBITDA margins were up 330 basis points to 16.1%, all record results for the segment. We are reaffirming our expectations for full-year 2024 revenue growth of 24% to 28% driven by strong aviation and markets, recently announced new business awards, additional organic growth opportunities, and a full-year impact of the Desser acquisition.

We expect our 2024 full-year adjusted EBITDA margins to be between 15% and 16% as we work through the increased expenses associated with the recently announced Honeywell Fuel Control program and the build-out of our new European operations. We're excited about the recently announced acquisition of Turbine Control, its growth prospects and strategic alignment with VSE Aviation. We expect TCI to generate approximately $85 million in revenue and $12 million of EBITDA in its full-year 2024, of which VSE will recognize a portion in 2024 following the closing of the transaction. VSE will provide an update to our full-year revenue and EBITDA guidance following the closing expected in the second quarter. Now, turning to slide eight for our fleet segment fourth quarter and full-year results, in the fourth quarter, fleet segment revenue increased 26% to $82 million, driven by strong growth in e-commerce fulfillment and commercial fleet sales, partially offset by lower USPS revenue.

Commercial revenue was up, was $43 million in the fourth quarter, an increase of 72% versus the prior year, and a 14% increase as compared to the third quarter of 2023. Commercial revenue now represents 52% of total fleet segment sales as compared to 38% in the same period in the prior year. This is the first time in our fleet segment history that our commercial customers have generated more than 50% of our revenue. United States Postal Service revenue declined approximately 3% versus the fourth quarter of last year, which is included within our other government channel. Fleet remains well positioned to support all USPS vehicle types. In line with our remarks at the November Investor Day, we do expect to see declines in revenue as the mix of aftermarket products shifts to support newer vehicles.

However, we remain focused on expanding our offerings for the new vehicles as they exit their initial warranty periods in the coming years. Segment-adjusted EBITDA increased 24% to $10 million, driven by increased sales volume. Adjusted EBITDA margin was down 20 basis points to 12%, driven by an increased mix of commercial customers. For the full-year 2023, the fleet segment generated record revenue of $317 million, driven by strong growth in e-commerce fulfillment, led by our recently launched Distribution Center of Excellence in Memphis, Tennessee, commercial fleet sales growth, and solid contributions from the USPS. Total adjusted EBITDA of $37 million was up 11%. Adjusted EBITDA margins were 11.6%, down 110 basis points versus 2022, driven by customer mix and startup expenses associated with the launch of our new Memphis facility.

As shared last week with our pre-release of earnings, we have revised our 2024 fleet segment revenue growth outlook to 13% to 17%, primarily as a result of lower USPS volume in the first-half of 2024 driven by vehicle part replacement mix. Now, expect full-year USPS revenue to be down 8% to 12% year-over-year and down low double digits in the first-half, improving sequentially in the second-half of 2024. Full-year 2024 segment revenue growth will be driven by higher commercial sales expected year-over-year, again, after a 45% increase in 2023. Commercial demand continues to be robust, and we remain confident in our ability to scale and optimize our recently launched Memphis distribution facility. In line with these revised forecasts, we also revised expectations for adjusted EBITDA dollar growth to 8% to 12% due to the increased mix of commercial customers.

In 2024, our focus will be driving year-over-year growth in revenue and profit as we scale our Memphis distribution facility, add new commercial fleet customers, and increase our market share and product offerings on the new vehicle platforms being introduced by the USPS. Turning to slide nine, in the fourth quarter we generated $28 million of operating cash flow and $20 million of free cash flow driven by disciplined cash management and strong operating results. At the end of the fourth quarter, we amended and extended our credit facility. Providing for an additional $122 million of capacity and extended the term by one year to October 2026, allowing us flexibility to finance our near-term capital investments, including the first quarter cash outflow for the Pratt & Whitney Canada European distribution program, aviation CapEx for MRO expansion and our recently announced TCI acquisition.

Total net debt outstanding at yearend was $422 million. Pro forma net leverage, which includes the trailing 12 months results from prior acquisitions, was 3.4 times, in line with the guidance provided at the November Investor Day. As we move into the first quarter, we expect our pro forma net leverage ratio to increase to approximately 3.8 times, primarily driven by the first quarter initial provisioning of inventory supporting the recently announced Pratt & Whitney Canada European distribution award, timing of outflows, recent inventory purchases, and the effects of the sale of our Federal & Defense segment. Following the completion of the TCI acquisition in the second quarter, we anticipate our pro forma net leverage ratio to increase to approximately 4.1 times and improve sequentially through the remainder of 2024 as we expect to generate strong second-half free cash flow and deliver improved EBITDA from our recently launched programs, capabilities expansions, and acquisitions.

This strategic acquisition follows our capital allocation framework laid out in November of temporarily increasing net leverage following an acquisition with a path to quickly delever by yearend. I would like to take a moment to provide details associated with the recently announced FDS divestures. We expect to complete all FDS divesture transition work by the end of the second quarter. Associated with these transactions, we expect to record onetime transaction expenses between $6 million and $8 million in the first quarter, associated with non-recurring fees and cost in support of the two transactions. The company also expects to record $6 million non-cash impairment charges related to the asset not included in the sale. Lastly, VSE has announced it's considering a corporate restructuring plan and head quarters relocation which could result in certain adjustments to our consolidated financial statements, ranging between $18 million and $23 million throughout 2024, depending on the resolution of certain contract and leasing agreements.

These actions will eliminate unnecessary corporate expenses and streamline our operational footprint. With that, I would now like to turn the call back over to John.

John Cuomo: Thank you, Steve. I would like to conclude our prepared remarks by reviewing our 2024 priorities on Slide 10. 2024 is the year of execution. Let's begin with our Aviation segment. First, our new Hamburg, Germany distribution center is open and shipping product as of January. Our initial focus for that facility is the execution of our Pratt & Whitney Canada program and supporting Europe, Middle East, and Africa customers with products and services under that agreement. We will expand this facility's usage to support other products later in the year. Second is the transition of our newly acquired fuel control systems program where we became the licensed manufacturer for over 340 unique fuel controls, spanning 120 platforms serving the business in general aviation and rotorcraft markets.

And finally is the integration of the Desser Aerospace acquisition which includes full system and organizational integration. This project is underway and will continue throughout the year. Our next focus is on the Turbine Controls acquisition. We expect to complete the acquisition in the second quarter. And, build upon the strong VSE and TCI OEM relationships to drive strong 2024 performance and a combined growth strategy for the business. Moving to our Fleet segment; we remain focused on organic growth and our customer diversification strategy. We plan to drive commercial growth as we continue to scale our new distribution and ecommerce fulfillment center while continuing to support the U.S. Postal Service vehicle fleet transition. As we execute our 2024 operating plans, we remain focused on building upon the financial discipline and successes of last year.

We are forecasting another year of above-market growth for both business segments growing profitability, and generating solid free cash flow in the back-half of the year. Finally, we expect to continue to make progress on our strategic transformation, including completing the transition of the Federal and Defense segment divestitures, repositioning our Virginia headquarters facility, and exploring strategic alternatives for our Fleet segment. I am so very proud of our 2023 results. All that we accomplished during the first two months of this year, the strong operating plan for 2024, and the amazing VSE team that makes it all happen. Operator, we are now ready for the question-and-answer portion of our call.

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