Walter Nicholas Howley
Analyst · UBS
Good morning, and thanks again for calling in to hear about the company. Today, as usual, I'll start off with some comments about our consistent strategy, an update on the capital allocation activities in the last quarter, an overview of the financial performance and a market summary from Q3 and an update on our full year guidance. Just to restate, we believe our business model is unique in the industry, both in its consistency and its ability to sustain and create intrinsic shareholder value through all phases of the cycle. To summarize some of the reasons why we believe this. About 90% of our sales are generated by proprietary products, and around 3/4 of our sales come from products for which we believe we are the sole source provider. Over 1/2 of our revenues and a much higher percent of our EBITDA comes from aftermarket sales. Aftermarket sales and revenues have historically produced a higher gross margin and have provided relative stability in the downturns. Because of our uniquely high EBITDA margins and relatively low capital expenditures, TransDigm has, year in and year out, generated strong free cash flow. We follow a consistent long-term strategy. First, we own and operate proprietary aerospace businesses with significant aftermarket content. Second, we have a simple, well-proven, value-based operating strategy based on our 3 value driver concepts. Third, we maintain a decentralized organization structure and a unique compensation system, with operating unit executives and officers who think, act and are paid like owners. Fourth, we acquire proprietary aerospace businesses with significant aftermarket content. And lastly, we view our capital structure and capital allocation as another means to create shareholder value. We have been, in the past and continue to be, willing to lever up when we either see good opportunities or view our leverage as suboptimum for value creation. As I mentioned last quarter, we continually look at our likely needs for acquisition and internal investment, cash and/or debt capacity, as well as the capital market situations, all in context of our near and midterm needs and outlook. The Q3 credit market situation was uniquely favorable by most historical standards. From any longer-term perspective, the after-tax cost of debt capital was low, especially when compared to our stated equity return goals. In light of these market conditions, we accelerated our capital allocation calls for this year. In Q3, we borrowed about $3.4 billion, almost 1/2 of which was used to pay a special $25 a share dividend. Most of the balance was used to refinance our existing 7.75% bonds, with lower interest costs and extended maturity. We kept a modest portion of the proceeds for general corporate purposes, one of which has been to buy about $75 million of our existing shares. We may well buy additional shares over the next few months. After completion of the financing, our weighted interest rate will be about 5.3% per year, including the cost of forward interest rate hedges. This is down from about 5.7% interest prior to the recent financing. Our actual rate starts lower than 5.3% but will move up to 5.3% as the hedges kick in. Our net leverage as of 06/28/2014 is now 6.4x EBITDA. About 50% of our debt is fixed and another 20% is forward hedged, beginning in 2015. Our maturities have been extended. We increased the size of our revolver, and the credit terms were favorably modified. All in all, we think this is a pretty good outcome. At the end of our third quarter, based on the current capital market conditions and our new credit agreement, we believe we have adequate liquidity capacity to make about $1.5 billion of acquisitions without issuing additional equity. This includes around $730 million of cash. This capacity continues to grow each quarter. This does not imply anything about acquisition opportunities or anticipated acquisition levels for fiscal year '14 or '15. Overall, through our consistent focus on our operating value drivers, our very clear acquisition strategy and close attention to our capital allocation, we have been able to create intrinsic value for our shareholders for many years, through up and down markets, and we anticipate continuing to do so in the future. Now with respect to the commercial aftermarket status, next quarter, unless there is an unusual situation, I'll probably stop separately highlighting this, as I've been doing in the recent quarters. We have been seeing a market recovery for the last 3 to 4 quarters, and this has continued into Q3 of fiscal year 2014. The third quarter of fiscal year 2014 commercial aftermarket revenues on a same-store basis were up almost 15% versus the prior Q3 and are up about 9.5% on a 9-month year-to-date basis. Just as an aside, we have seen minimal 787 provisioning orders on our revenues at this point. Our bookings or incoming orders are running about 6% ahead of revenues on a year-to-date basis, and they're up about 14% versus the prior 9-month year-to-date bookings. As I have said, the aftermarket recovery may not be linear. There could be quarterly ups and downs. Our data now indicates even more strongly that the market is expanding. If the worldwide economy holds up, we would expect this to continue, though I do want to point out the rate of increase may slow down over the next few quarters. Turning to our Q3 2014 performance. I remind you this is the third quarter of fiscal year 2014. Our fiscal year began October 1 of 2013. And as I have said in the past, quarterly comparisons can be significantly impacted by OEM aftermarket mix, large orders, inventory fluctuations and the like. The third quarter of fiscal year '14 was a good quarter for TransDigm. Our GAAP revenues were up about 25% versus both -- the prior year Q3. On a year-to-date basis, the bookings continue to run ahead of revenues. Reviewing the revenues by market category, again, on a pro forma basis versus prior Q3. That is assuming we own the same mix of businesses in both periods. In the commercial market, which makes up about 70% of our revenue, total commercial OEM revenues were up 6% versus the prior Q3 and about 9% on a year-to-date basis. This is primarily driven by commercial transport OEM revenues, which were up 12% on a year-to-date basis. Business jet revenues are only up about 3%. Total commercial aftermarket revenue comps, as I said before, they were up about 15% versus the prior Q3, and they're also up about 8% sequentially. The defense market, which makes up about 30% of our revenue. The defense picture in Q3 was mixed. For Q3, the total defense revenues were down 7% versus the prior third quarter and about flat on a year-to-date basis. This number now includes the Airborne parachute business revenues, which are more lumpy than our base business. Without Airborne, our underlying defense revenues are down 2% versus the prior Q3 and up 5% year-to-date. The Airborne parachute bookings picked up substantially in Q3 versus the first half of the year due to 2 large U.S. military orders. The total defense bookings were strong in Q3, and year-to-date, they are running about 6% ahead of shipments in spite of delays in certain large international parachute orders. In our other businesses, we've seen good order activity from both domestic and international military buyers. We do remain cautious about the military markets. Moving along to profitability now. And on a reported basis, I am going to talk primarily about our operating performance or EBITDA As Defined. The As Defined adjustments in Q3 were primarily due to refinancing-related costs and noncash stock option expense. Our EBITDA As Defined of about $276 million for Q3 was up 19% versus the prior year Q3, and our year-to-date of $782 million is up about 20% versus the prior year. The EBITDA margin was about 45% of revenues on a year-to-date basis and roughly the same in Q3. The Q3 margin was reduced by over 2% by the inclusion of Airborne and EME acquisitions. Our base business EBITDA margins, that is, excluding Airborne, EME and the 3 we bought in June of last year, was about 48% on a year-to-date basis. This is up 1% versus the prior year for that same group of businesses. With respect to acquisitions, we've completed about $300 million of acquisitions so far this year. We continue to look at opportunities. The pipeline of possibilities is reasonably active with about the same mix of sizes as usual. We are seeing more European activity than we have seen in the past. The closings are difficult to predict, but we remain disciplined and focused on value-creation opportunity that meet our tight criteria. Moving on now to the 2014 guidance. The military market is still spotty and we think, hard to predict. The rate of recovery in the commercial aftermarket is proceeding, and the commercial OEM is roughly on track. The underlying EBITDA margins are running slightly ahead. Based on the above and assuming no additional 2014 acquisitions, our guidance is revised as follows: The midpoint of the revised guidance is now $2.36 billion or up $15 million versus the prior midpoint. The revenue increase is primarily due to a modest improvement in the commercial aftermarket full year outlook. The midpoint of the revised 2014 EBITDA As Defined guidance is now $1.07 billion or 45.3% of revenues, up $10 million from the prior quarter guidance. This margin includes 1.5% to 2% of dilution from Airborne and EME. The dollar increase in EBITDA is primarily due to the commercial aftermarket mentioned in the revenues. We are anticipating our base businesses, again, excluding Airborne, EME and the 2013 June acquisitions, to run at about 48% for the year. The midpoint of EPS as adjusted is anticipated to be $7.52 per share versus a prior guidance of $7.58. The range on this is plus or minus about $0.05 a share. The change is primarily due to the improved operating performance and some lower tax expenses more than offset by the higher interest expense from the recent financing and special dividend. At the midpoint, our 2014 guidance is based on the commercial OEM and defense revenue outlooks remaining unchanged from both last quarter and our initial guidance. The commercial aftermarket on a same-store basis is now assumed to be up slightly over 10% on a full year basis. This was corrected on the slides we originally sent out this morning. In summary, the first 3 quarters are modestly ahead of our initial expectations. Hopefully, these strengthening market conditions continue. But in any event, I'm confident, with our consistent value-focused strategy and strong mix of businesses, we can continue to create long-term intrinsic shareholder value for our investors. With that, let me hand it over to Greg, who will discuss the financial results.