Earnings Labs

TransDigm Group Incorporated (TDG)

Q2 2019 Earnings Call· Tue, May 7, 2019

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Transcript

Operator

Operator

Good day, ladies and gentlemen, and welcome to the Q2 TransDigm Group Inc. Earnings Call. [Operator Instructions] As a reminder, this call is being recorded. I would now like to introduce your host for today’s conference Liza Sabol, Ma'am, you may begin.

Liza Sabol

Analyst · JPMorgan. Your line is now open

Thank you, and welcome to TransDigm's Fiscal 2019 Second Quarter Earnings Conference Call. Presenting this morning are TransDigm's Executive Chairman, Nick Howley; President and Chief Executive Officer, Kevin Stein; and Chief Financial Officer, Mike Lisman. Before we begin, we would like to remind you that statements made during this call, which are not historical in fact are forward-looking statements. For further information about important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, please refer to the company's latest filings with the SEC. We'd also like to advise you that during the course of the call, we will be referring to EBITDA, specifically EBITDA As Defined, adjusted net income and adjusted earnings per share, all of which are non-GAAP financial measures. Please see the tables and related footnotes in the earnings release for a presentation of the most directly comparable GAAP measures and a reconciliation of EBITDA, EBITDA As Defined, adjusted net income and adjusted earnings per share to those measures. I will now turn the call over to Nick.

Nick Howley

Analyst · Melius Research. Your line is now open

Good morning and thanks for calling in. Today, as usual, I'll start off with some summary comments on our strategy – our consistent strategy. A few comments on the second quarter and year-to-date, fiscal 2019, a quick update on the Esterline deal and few other items. Kevin and Mike will then review the business performance and the outlook for fiscal year 2019. To reiterate, we believe our business model is unique in the industry, both in its consistency and its ability to create intrinsic shareholder value through all phases of the aerospace cycle. To summarize, some of the reasons why we believe this. About 90% of our sales are generated by proprietary products and over three quarters of our net sales come from products for which we believe we are the sole source provider. Most of our EBITDA comes from aftermarket revenues, which typically have higher margins and provide relative stability in the downturns. Our longstanding goal is to give our shareholders private equity like returns with the liquidity of a public market. To do this we have to stay focused on both the details of value creation as well as careful allocation of our capital. We follow consistent long-term strategies specifically we own and operate aerospace businesses with significant aftermarket content. Second, we utilize a simple well-proven value based operating methodology. Third, we have very decentralized organization structure and a unique compensation system that is very closely aligned with shareholders. Fourth, we acquire businesses that fit with our strategy and where we see a clear path to PE like return and lastly, our capital structure and allocation of our capital are key part of our value creation methodology. Fiscal year 2019 performance continues strong with another good quarter, quarter and year-to-date revenues, our EBITDA As Adjusted dollars and TransDigm…

Kevin Stein

Analyst · Melius Research. Your line is now open

Thanks Nick. Today I will review our results by key markets, then discuss the profitability of the business for the quarter, provide revised fiscal year guidance. Briefly update our org structure and finally give an update on the integration of Esterline. As you've seen, we had a strong quarter in the first half of the year including above average organic growth, Mike will provide more details on the financials for our second quarter operations, specifically revenue and EBITDA As Defined were up nicely over last quarter. Q2 GAAP revenues were up 28% versus prior year Q2 and EBITDA As Defined was up 24% over the prior year with margins at 48% of revenue. Now we will review our revenues by market category. For the remainder of the call, I will provide color commentary on a pro forma basis compared to the prior year period of 2018. That is assuming we own the same mix of businesses in both periods. Please note this market analysis excludes Esterline. We will begin to include the Esterline acquisition in our market analysis once we have validated the data as we have a different market segmentation process. In the commercial market, which makes up close to 70% of our revenue, we will split our discussion into OEM and aftermarket. In our commercial OEM market, Q2 revenues increased approximately 10% when compared with Q2 of fiscal year 2018, due to our year-to-date revenue growth of 11% and continued booking strength we are increasing our commercial OEM full year revenue guidance to mid-single-digits growth from our previous guidance of low-to-mid single digit growth. Please note this increased OEM guidance includes our expected impact from 737 Max groundings and shipping delays. We have done an analysis on the potential impact and conclude the Max issues should not have…

Mike Lisman

Analyst · Credit Suisse. Your line is now open

Thanks, Kevin. I'll give a quick review of the financial results and the updated guidance in more detail. First for the TransDigm base business and then second for the TransDigm plus Esterline entity. And for those following along, I'm on Slide 4 in today's deck. The following sales EBITDA and EPS comparisons exclude the impact of both the 17 days of Esterline ownership that fell into the quarter and then also the new debt financing. Second quarter net sales were up 15% versus the prior year and above average organic growth of 11% drove the majority of that increase. EBITDA As Defined increased 18% from the prior year second quarter. And our adjusted EPS for the second quarter would have been $4.63 per share, which would have been an increase of 22%. Again, the $4.63 is what adjusted EPS would have been had we not purchased Esterline, so it's a theoretical number. Now switching gears and including Esterline. Esterline contributed about $121 million of revenue and $27 million of EBITDA to our Q2. This implies an EBITDA margin of 22% which is higher than average, due to the elevated shipments level that happens at quarter end. The Esterline EBITDA margin over the last six months of our fiscal 2019 is not expected to be quite this high. On cash and liquidity, we ended the quarter with just over $2.4 billion of unrestricted cash on the balance sheet. Our forecasted cash balance at year end is just under $3 billion and that excludes any more acquisition activities, sales of Esterline assets, dividends or share repurchases. During the quarter, we completed the raising and the funding of the $4 billion of senior secured notes. We raised more debt than we needed to in order to fund the deal, as we had a…

Liza Sabol

Analyst · JPMorgan. Your line is now open

Thanks Mike. Operator, we are now ready to open the lines. But first, I just want to remind all of our investors to keep your questions to two and then please re-enter yourself back into the queue to allow an opportunity for all to ask a question. Thank you.

Q - Noah Poponak

Analyst

Hey, good morning everyone.

Kevin Stein

Analyst · Melius Research. Your line is now open

Good morning.

Nick Howley

Analyst · Melius Research. Your line is now open

Good morning.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Esterline as a standalone had something in the zone of $70 million of corporate, give or take. How much of that hangs around with you?

Mike Lisman

Analyst · Credit Suisse. Your line is now open

Let me try it, you mean – I guess we'd try that a couple of ways, Noah. How much hangs around with us if you look out a year or so, very little. When it goes away is sort of a phasing, as Kevin talked about, because we don't want to disrupt things until we feel comfortable we're all backfilled. But I think almost everyone in the corporate office there – almost everyone in the corporate office there – almost everyone now has a scheduled out termination date.

Kevin Stein

Analyst · Melius Research. Your line is now open

Yes, that’s right.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Okay. And the – it looks like the margin implied for the Esterline business in the back half of 2019 in your new guidance. And if I strip out what you said was organic and then consistent with your comments, Nick, on the (22:56) percentage points of improvement, it's something in the zone of 17%. It looks like that might actually be down year-over-year based on how you're defining it. Is it? Are you assuming that, that is kind of flat to down year-over-year?

Mike Lisman

Analyst · Credit Suisse. Your line is now open

No. I don't think it's down. I think your math is directionally accurate, but I think that that's actually up from prior year.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Okay. Yes. I guess where I'm going at that is I'm looking at the 3.19 of EBITDA that you disclosed, which would be a 15.7% margin. And I know it was a pretty back-end loaded margin, so that's why I was assuming that maybe that was down or, I guess, in the zone of flat. And while I very much appreciate that a lot of the actions you will implement here will take time, and integration takes time. I would have thought there'd be some pretty quick initial upfront cost actions, and I know you guys usually take some pricing actions pretty quickly. So I was just wondering if there's something different about this that makes some of those initial upfront actions slower?

Kevin Stein

Analyst · Melius Research. Your line is now open

I think not any different than other acquisitions. It always takes time for the contracts to play out before you can address any pricing or cost-reduction initiatives. It does take time. And that's what we're trying to communicate here.

Nick Howley

Analyst · Melius Research. Your line is now open

And I guess I might also add, Noah, that we could be – we will tend to lean on the conservative side here until we get more comfortable with the forecasting ability of all the individual operating units.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Yes. Makes sense given its size. Just one other question on it and then I'll leave it, which is you've mentioned that the opportunity set is no different than you thought initially. How does the opportunity set compare to Kirkhill? Does total Esterline have as much margin opportunity as you found in Kirkhill?

Nick Howley

Analyst · Melius Research. Your line is now open

Let me – Kirkhill started negative. So surely, the – I mean just to be facetious, surely the rate of change can't be as high.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Yes. Forget rate of change, but just the absolute level you took it to.

Nick Howley

Analyst · Melius Research. Your line is now open

I don't want to cut out one individual operating unit. I think I gave you about what our thoughts are on Esterline. And I think, hopefully, Noah, we gave you some sense that we – as we're into it a little bit, we think it's more likely a little better than a little worse than we thought.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Okay. Fair enough. I appreciate all the details you gave us on the prepared remarks. Thanks a lot.

Operator

Operator

Thank you. Our next question comes from Carter Copeland from Melius Research. Your line is now open.

Carter Copeland

Analyst · Melius Research. Your line is now open

Hey, good morning, team.

Kevin Stein

Analyst · Melius Research. Your line is now open

Good morning.

Carter Copeland

Analyst · Melius Research. Your line is now open

Just a couple of quick ones. One, with respect to the percent aftermarket that you had talked about for Esterline in the past, I think it was – you pinned that around 30%. Now that you've maybe gotten a bit of a better look, does that number change at all? And then within that number, how should we envision the split there between A and D?

Nick Howley

Analyst · Melius Research. Your line is now open

What’s A and B?

Kevin Stein

Analyst · Melius Research. Your line is now open

What’s A and B?

Carter Copeland

Analyst · Melius Research. Your line is now open

Between civil and military. Sorry.

Kevin Stein

Analyst · Melius Research. Your line is now open

Yes. I don't know the aftermarket split, and we haven't finalized our number. I think a 30% or a little more is probably a good number. And remember, that's the core business ex after we have either dispositioned or separated out the ones that we don't think fit as well. I would say in the split there between commercial and defense, I just don't know. But it's just – not that I'm avoiding it. I just don't know what the exact split is. But I would say, in total, the defense content is a little less than TransDigm's. Not a lot less but a little less.

Carter Copeland

Analyst · Melius Research. Your line is now open

Okay. That’s helpful. And then with respect to the cost structure, if you exclude out Sorio or whatever those assets are, what is – how much of that cost structure that remains is European? Is that a significant number?

Nick Howley

Analyst · Melius Research. Your line is now open

Do you mean how much of the businesses are European?

Carter Copeland

Analyst · Melius Research. Your line is now open

Yes. How much of Esterline, excluding those assets that we're talking about, when you look at how much of that cost structure is still based in Europe since that's clearly a…

Nick Howley

Analyst · Melius Research. Your line is now open

A fair slot. There's still – I don't want to opine on who we are and aren't going to sell. But there's still – there's a fair number of businesses, and taking one out of it won't make it go away. There's still some decent-sized businesses that are in Europe that we'd, in all likelihood, hang on to.

Carter Copeland

Analyst · Melius Research. Your line is now open

Okay. All right, thanks for the color guys. I’ll let somebody else ask.

Operator

Operator

Thank you. Our next question comes from Robert Spingarn from Credit Suisse. Your line is now open.

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Hey, good morning.

Nick Howley

Analyst · Credit Suisse. Your line is now open

Good morning.

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Nick, just on that last question. Can you give us anything about the targeted divestitures' magnitude, not necessarily separate businesses.

Nick Howley

Analyst · Credit Suisse. Your line is now open

Well, I think I did give you – I gave you a rough dollar value of – the dollar value we think we might get back. And that was about $1 billion, pre- tax, if we go ahead with everything we have in the queue. Now I don't know whether we'll go ahead with that until we see the prices. But you can figure – if it works and we like the prices and if we get somewhere around what we think, we may sell up to about $1 billion.

Mike Lisman

Analyst · Credit Suisse. Your line is now open

That’s pre-tax.

Nick Howley

Analyst · Credit Suisse. Your line is now open

Pre-tax…

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Okay. And then this might be for Mike, I don't know, but with regard to Esterline EBITDA trending over time, I think you said earlier, you talked about mid-20s. You talked about the fact that the latest quarter was a bit higher than it has been for shipment reasons, shipment timing. How do we think about the cadence of margin improvement at Esterline, how long it takes and what the rate of change is there? You've said in the past, you probably don't get to TransDigm heritage margins, but how do we think about this on a two, three year basis?

Mike Lisman

Analyst · Credit Suisse. Your line is now open

I think Nick gave kind of the margin ramp at the outset, and we're pretty conservative on the internal modeling assumptions we've used. So we didn't have it going up to the levels that Nick outlined in year one, as he said. It was more over several years.

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Okay. Can you put any more color around that, Mike, just to refresh us and now that you've been in the business for a couple of months?

Mike Lisman

Analyst · Credit Suisse. Your line is now open

Yes. We’ve got a lot of got a lot of moving parts with potential divestitures, and I don't want to commit to anything now, going out couple of years.

Nick Howley

Analyst · Credit Suisse. Your line is now open

And Rob, we’ll give the – next year we’ll give the guidance, When we give it, it'll be much more specific then.

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Okay. And then just a clarify. You’ve been running at 52 per month on the MAX. You haven't slowed down at all?

Kevin Stein

Analyst · Credit Suisse. Your line is now open

We have not slowed down.

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Okay. Thank you.

Operator

Operator

Thank you. Our next question comes from Robert Stallard from Vertical Research. Your line is now open.

Robert Stallard

Analyst · Vertical Research. Your line is now open

Thanks so much. Good morning.

Kevin Stein

Analyst · Vertical Research. Your line is now open

Good morning.

Robert Stallard

Analyst · Vertical Research. Your line is now open

A couple of questions on the core business. First of all, defense. You had a very strong first half, and you're expecting that to slow down in the second. What do you think has caused this outsized growth in the second half? And what's changed – sorry, the first half. And what's changing in the second half of the year?

Kevin Stein

Analyst · Vertical Research. Your line is now open

Yes. We saw strong order growth in both the OEM and aftermarket in – last year. And I think that's coming out now in our shipments. We are just seeing the orderbook slowdown in both OEM and defense. Maybe it's inventory timing. We don't know of any programs or any other slowdown. So we would normally say inventory adjustments in the supply chain for that. But the slowdown is in both OEM and aftermarket as we look at that going forward from an orderbook point of view.

Robert Stallard

Analyst · Vertical Research. Your line is now open

Okay. And then moving on to the aftermarket. I think the oil price is up about 40% or 45% year-over-year. Have you seen any of your airline customers adjusting their utilization patterns or their spares buying or anything like that based on the high oil price?

Kevin Stein

Analyst · Vertical Research. Your line is now open

We are not seeing that we have noticed any adjustments in buying activity or patterns because of high fuel or not. We haven't seen any pattern change.

Robert Stallard

Analyst · Vertical Research. Your line is now open

So you're still seeing the older aircraft heavily utilized, right?

Kevin Stein

Analyst · Vertical Research. Your line is now open

Absolutely. The reports on the NG are that they've definitely ramped up usage.

Robert Stallard

Analyst · Vertical Research. Your line is now open

Great. Thanks, guys.

Operator

Operator

Thank you. Our next question comes from David Strauss from Barclays. Your line is now open, sir.

David Strauss

Analyst · Barclays. Your line is now open, sir

Thanks for taking the question. So I think going back to Rob's question on this, Nick, the low to mid-20% EBITDA margins that you outlined. Were you saying that that's kind of the target that you need to get to, to hit your entire rate of return? Or that's what you think is achievable over the next couple of years.

Nick Howley

Analyst · Barclays. Your line is now open, sir

Yes. That's what we use. That's what we use sort of the value of the business. It was running – and you can easily, as I'm sure you have, you can back into that easily enough. You know the assumptions we use. And the business was running somewhere around 15% EBITDA. And if you solved back through our math, you'd get to 23-ish or 22% to 24%. And that's all we're saying. And if we look at it, as I said, today, we see no reason to think that's not doable, and if anything, we feel, a little better. That's what we're saying.

David Strauss

Analyst · Barclays. Your line is now open, sir

Yes. Okay. And then the – you talked about selling potentially assets that could bring in $1 billion. How do you think about dilution there and using the cash proceeds to potentially offset the dilution from selling these assets?

Nick Howley

Analyst · Barclays. Your line is now open, sir

We really haven't decided yet. We'll sort of cross that bridge when we come to it. We have a fair amount of cash now, and this would just make even more. And we'll decide that when we get there. I don't want to start counting the chickens before they're hatched.

David Strauss

Analyst · Barclays. Your line is now open, sir

Okay. You think you can get to the multiple at which these assets are currently kind of embedded at your current multiple?

Nick Howley

Analyst · Barclays. Your line is now open, sir

I think we can, depending on the businesses. Some of them may not be the most attractive. I think we can get – when you weight it all up, I think we can get close. I doubt we can get all the way there. And by that, I'm using the multiple of the 2019 public guidance.

David Strauss

Analyst · Barclays. Your line is now open, sir

Got it. Okay. All right. Thank you very much.

Operator

Operator

Thank you. Our next question is going to come from Myles Walton from UBS. Your line is now open.

Myles Walton

Analyst · UBS. Your line is now open

Thanks, good morning. First one, in terms of the Esterline versus the core business, how are you seeing bookings trending there? And if you'd look organically just at Esterline as if you had owned it in both periods, what kind of growth are you implying in the new guidance that's inclusive?

Kevin Stein

Analyst · UBS. Your line is now open

I don't have any comment on the organic growth part of the guidance. I think the orderbook looks strong. It looks as good as TransDigm does right now as a base. So we're seeing strong bookings growth on the Esterline side as well.

Nick Howley

Analyst · UBS. Your line is now open

I think in the segments, Kevin, you don't feel comfortable yet, breaking them out yet, until we get a better analysis of that.

Kevin Stein

Analyst · UBS. Your line is now open

Because they used a different methodology to calculate aftermarket, and those differences are important to us to understand. We're going through that process right now.

Myles Walton

Analyst · UBS. Your line is now open

Okay. But from a standpoint of mid-single-digit, it sounds like it's growing organically about the same as TransDigm right now. Probably on the units it doesn't have the benefit yet of price, is that fair?

Kevin Stein

Analyst · UBS. Your line is now open

I think, guys, until we start reporting their metrics the same way that we do ours at TransDigm, we don't want to get crossed up on this until we get it right.

Myles Walton

Analyst · UBS. Your line is now open

Okay. All right. And Mike on the…

Nick Howley

Analyst · UBS. Your line is now open

There is no reason to think – There's on reason to think – there's nothing we see that concerns us. That the…

Kevin Stein

Analyst · UBS. Your line is now open

That’s right.

Nick Howley

Analyst · UBS. Your line is now open

That the business is something, flawed or…

Myles Walton

Analyst · UBS. Your line is now open

Okay. And then, Mike, on the tax rate, this 26% implied for the second half. Is that – given you've tripped the line from a deductibility perspective, is that fair to use going forward on an adjusted tax rate basis?

Mike Lisman

Analyst · UBS. Your line is now open

As we delever, it should tick down a little bit just through EBITDA growth based on how the U.S. tax law works. But if you had to have something to plug into a model, I think 25%, 26% is probably fair, but hopefully, as we delever, it comes down.

Myles Walton

Analyst · UBS. Your line is now open

All right. Thanks.

Operator

Operator

Thank you. Our next question comes from Ken Herbert from Canaccord. Your line is now open.

Ken Herbert

Analyst · Canaccord. Your line is now open

Hi, good morning, everybody.

Nick Howley

Analyst · Canaccord. Your line is now open

Good morning.

Ken Herbert

Analyst · Canaccord. Your line is now open

Kevin, I just wanted to start off on the commercial aftermarket. And I know you've talked about this in the past, but for the base TransDigm business, the strong bookings year-to-date. Can you just remind what percent of that business you would associate as sort of book-and-ship, relative to sort of the up 20 year-to-date on bookings, relative to the sales growth and how we should think about that – how much is captured in the second half of 2019 versus what spills into 2020 and beyond?

Kevin Stein

Analyst · Canaccord. Your line is now open

I think we – the bulk of aftermarket business is book-and-ship. There is some of it that gets booked out in advance, but the majority of it is book-and-ship even within the quarter. So – and we gave revised guidance on the market segments that we raised to the high single digits for the commercial aftermarket. So that’s what we see coming out. We have the confidence that the orderbook is in place for the second half. And possibly some of that will translate into next year, but we'll give guidance on next year when we're ready on that. It'll take a little bit of time to pull that together, especially with the complexity of Esterline. We want to make sure that we have a good handle on the data here as we're looking at it for the first time on some of the market segmentation pieces, trying to understand where it's going. Does that answer your question? Directionally at least?

Ken Herbert

Analyst · Canaccord. Your line is now open

Okay. That’s helpful. Yes, directionally that’s very helpful. Yes, I mean I saw you raise guidance and the bookings were a key part of that. Are you getting a sense at the airlines that they are building any inventory? Or do you get a sense that there's any change just with the profitability at the airlines, that they've sort of reversed course from what may have been some destocking or do you sort of see inventory levels there steady? I guess, what are you seeing in the marketplace in terms of the airlines and their buying patterns and inventory?

Kevin Stein

Analyst · Canaccord. Your line is now open

The buying patterns are always perplexing. They go up and down quarter-to-quarter. We must have seen some destocking as we're seeing orders pick up again, larger than what you might have anticipated. So there must have been some out there. But I do not get reports – regular reports on airline stocking. I do see stocking levels at distribution. That is not up. That's somewhat flat. POS is up about 16% across the ranch for the TransDigm base company. So it would appear that there's been some destocking out there that we're seeing addressed in the booking levels for the aftermarket. That's about the extent of the intelligence I can provide on it.

Ken Herbert

Analyst · Canaccord. Your line is now open

That’s helpful. Great, I’ll stop there. Thank you.

Kevin Stein

Analyst · Canaccord. Your line is now open

Sure.

Operator

Operator

Thank you. Our next question comes from Gautam Khanna from Cowen. Your line is now open.

Gautam Khanna

Analyst · Cowen. Your line is now open

Yes, thank you.

Kevin Stein

Analyst · Cowen. Your line is now open

Good morning.

Gautam Khanna

Analyst · Cowen. Your line is now open

Regarding Esterline – good morning, I was curious, on Esterline, when you look at their standalone SG&A plus R&D, as a percentage of their sales, it was just over 20%, low 20s. Is there anything structurally, now that you've owned the business, that prevents that to being – that level being closer to what TransDigm's legacy SG&A plus R&D is as a percentage of sales? Like, could it actually get down to the 12%-ish level?

Nick Howley

Analyst · Cowen. Your line is now open

I think the best thing to focus on is the EBITDA percent we give you. If you start to take out the pieces of manufacturing costs versus SG&A versus R&D, the method of accounting isn't always consistent between companies. So that you can end up with getting funny answers if you start to look at them that way. I focus on EBITDA as a present of sales then you know you captured everything.

Gautam Khanna

Analyst · Cowen. Your line is now open

Fair enough, I appreciate it. And then just another one, if you don't mind, on the defense side, were there any large lumpy kind of – sometimes in the past you've called out just big products in the quarter or a big order and that kind of…

Nick Howley

Analyst · Cowen. Your line is now open

Yes, we have pulled out large parachute orders, missile orders. Yes, you're right. I looked for those, and I could not find any onetime, large orders on the defense side. In fact, some were – yes, they just weren't there. So it was nicely spread across the business. Not a lot of big onetimes for a certain program.

Gautam Khanna

Analyst · Cowen. Your line is now open

Thank you very much guys.

Operator

Operator

Thank you. Our next question comes from Sheila Kahyaoglu from Jefferies. Your line is now open.

Sheila Kahyaoglu

Analyst · Jefferies. Your line is now open

Thank you guys. So I wanted to go back to Esterline. Nick, you've been pretty clear you target a 20% IRR, which means…

Nick Howley

Analyst · Jefferies. Your line is now open

I can't hear you very well, Sheila.

Sheila Kahyaoglu

Analyst · Jefferies. Your line is now open

Can you hear me better?

Nick Howley

Analyst · Jefferies. Your line is now open

Okay. But you’re…

Sheila Kahyaoglu

Analyst · Jefferies. Your line is now open

Okay…

Nick Howley

Analyst · Jefferies. Your line is now open

It’s very faint – faint, yeah…

Sheila Kahyaoglu

Analyst · Jefferies. Your line is now open

I promise I'm yelling. So in terms of Esterline, you guys target 20% returns, which means 22% EBITDA margins. I mean just going back to it, and I apologize I'm parsing this apart, but you strip out the corporate from Q2 2018 EBITDA and margins are still up 700 basis points to 800 basis points year-over-year. I get it you've only owned it for 17 days. So perhaps, outside of corporate, what's really changed since you've owned this asset?

Nick Howley

Analyst · Jefferies. Your line is now open

Sheila, I just don’t follow the math. So I don't – I can't.

Sheila Kahyaoglu

Analyst · Jefferies. Your line is now open

I guess you only owned it for – you only owned the asset for 17 days, and margins are still up…

Mike Lisman

Analyst · Jefferies. Your line is now open

I think, Sheila, the margin you're seeing in the 17 days of ownership was an elevated shipment towards quarter end. So you're getting – you're seeing it at higher EBITDA margin than you would over a longer time horizon because of the elevated…

Sheila Kahyaoglu

Analyst · Jefferies. Your line is now open

Yes. So it's just the lumpiness of that and then you get…

Mike Lisman

Analyst · Jefferies. Your line is now open

Exactly…

Nick Howley

Analyst · Jefferies. Your line is now open

Yeah, I wouldn't use that as a base. I would use the EBITDA that it was running when we bought it, which was somewhere around 15, 15.5-ish…

Sheila Kahyaoglu

Analyst · Jefferies. Your line is now open

Okay. And then just on the core business with the commercial OE up pretty strongly. How do we think about transport versus business jet for the second half of the year? Thank you.

Nick Howley

Analyst · Jefferies. Your line is now open

I think both seem reasonably strong on the commercial OE side. So both are seeing decent sales bookings in both business jet and commercial transport.

Sheila Kahyaoglu

Analyst · Jefferies. Your line is now open

Is there one specific platform in biz jet that's driving the, I think, 20% growth or broad based?

Nick Howley

Analyst · Jefferies. Your line is now open

I don’t have that. I can get you that. I think it’s…

Sheila Kahyaoglu

Analyst · Jefferies. Your line is now open

No worries.

Nick Howley

Analyst · Jefferies. Your line is now open

It’s indicative of the industry as a whole. I didn't call out anything on business jet as it's kind of small. But I think we've seen strength in the large platforms on business jet, really, across the board. Somewhat surprising, I guess given the dynamics of the industry takeoff and landing cycles. So remain cautious on business jet and the platforms, but the orders are coming in.

Sheila Kahyaoglu

Analyst · Jefferies. Your line is now open

Okay, well, thank you.

Nick Howley

Analyst · Jefferies. Your line is now open

Sure.

Operator

Operator

Thank you. Our next question comes from Seth Seifman from JPMorgan. Your line is now open.

Seth Seifman

Analyst · JPMorgan. Your line is now open

Thanks very much and good morning.

Nick Howley

Analyst · JPMorgan. Your line is now open

Good morning.

Seth Seifman

Analyst · JPMorgan. Your line is now open

I wanted to touch on the base business and just the EBITDA rate – quarterly EBITDA rate for the second half of the year. It doesn't really seem like it's much improved versus what you just put up in the second quarter. And given the increase, the acceleration you're looking for in commercial aftermarket. Just wondering if you could address that and whether there's potential for upside or what might be weighing on that sequential improvement.

Nick Howley

Analyst · JPMorgan. Your line is now open

I think we're being conservative. I think a little bit conservative there. Mike is nodding his head at me. I don't know what else to say beyond that. We raised the segment pieces. The orderbook is strong. The second half will come in. Mike, do you have anything else to add on?

Mike Lisman

Analyst · JPMorgan. Your line is now open

Yeah, I think, Kevin hit it. It could be conservative.

Liza Sabol

Analyst · JPMorgan. Your line is now open

And you also have bench we expect that to…

Mike Lisman

Analyst · JPMorgan. Your line is now open

Yeah, that’s right. The defense – we have commented, Liza's correct. We have commented that we're expecting the defense business to moderate slightly so that'll have an impact, subtle. But so that's where we came up with the margin mix for the second half.

Seth Seifman

Analyst · JPMorgan. Your line is now open

Sure. And then as a follow-up, Mike, did Esterline have long-term loss-making contracts? And if so, if those got stepped up in purchase accounting, how do you account for those earnings and adjustments?

Mike Lisman

Analyst · JPMorgan. Your line is now open

Yes, under purchase price accounting rules, we have basically nine months to sort that outpost acquisition. So we're working through that stuff now.

Seth Seifman

Analyst · JPMorgan. Your line is now open

Right, but do you anticipate adjusting it out?

Mike Lisman

Analyst · JPMorgan. Your line is now open

We don’t know yet. We’re working through it.

Seth Seifman

Analyst · JPMorgan. Your line is now open

Okay. Well, thank you.

Operator

Operator

Thank you. Our next question comes from Robert Spingarn from Credit Suisse. Your line is now open.

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Hey, guys. Can you hear me?

Nick Howley

Analyst · Credit Suisse. Your line is now open

Yes.

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Okay, just wanted to go back to the defense comments that you made earlier on the investigation, et cetera. Could you just remind us of your direct and indirect exposure or channels on the military business so that we can just have an understanding of the context for this?

Nick Howley

Analyst · Credit Suisse. Your line is now open

Yes. Our direct – our sales to the U.S. government depending on the year, run somewhere between 6% and 8% of our total revenue. And that's a combination of direct or through distributors. So let's say seven for kind of the middle ground. If you took seven, it's – I want to say it's roughly five direct and two through distributors.

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Okay. Thanks for the clarification.

Nick Howley

Analyst · Credit Suisse. Your line is now open

That's after the – it's about the same. Yes, it's pretty close to what it was when we did – when we talked about this a lot a year and a half ago.

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Well, and that’s I brought it up because if there are going to be some changes to how maybe some of this business is conducted – and I don't know if you can elaborate on any of that. I just wanted to understand how much of the business it could impact?

Nick Howley

Analyst · Credit Suisse. Your line is now open

So you have the idea. What if any changes there are, I have no ability, Rob, to speculate on that or I think those tended to be lengthy processes…

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Understood...

Mike Lisman

Analyst · Credit Suisse. Your line is now open

Yes, I think that's the key. It's a lengthy process.

Robert Spingarn

Analyst · Credit Suisse. Your line is now open

Right, thanks guys.

Operator

Operator

Thank you. Our next question comes from Jason Rodgers from Great Lakes Review. Your line is now open.

Jason Rodgers

Analyst · Great Lakes Review. Your line is now open

Yes, I think last quarter you mentioned some softness in the discretionary interiors market. I'm wondering if you saw the growth rebound in that market and just discuss the condition there.

Kevin Stein

Analyst · Great Lakes Review. Your line is now open

Yeah, we did a little bit. Still, I would say in general the interior side is just doing okay. It's just not a glowing bright light for us, but it's doing okay. In the quarter, our transport, commercial transport submarket was – did well. I think I said 9%. Interiors, okay. Freight was the low one, though. That's what brought the composite down to 6% for the whole. And that was somewhat anticipated. We've seen the slowdown in the freight market for a little while. So it was somewhat anticipated that we would start to see things back off there.

Jason Rodgers

Analyst · Great Lakes Review. Your line is now open

And is it possible to provide an estimate or a range for what you think the intangible amortization expense may be for fiscal 2019?

Mike Lisman

Analyst · Great Lakes Review. Your line is now open

I think we've put a chart of our best guess in the slide deck for today. I think its Page 17. And that’s subject to change due to purchase price accounting.

Jason Rodgers

Analyst · Great Lakes Review. Your line is now open

Okay, thank you, got it.

Operator

Operator

Thank you. And we have a follow-up question from Noah Poponak from Goldman Sachs. Your line is now open.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Hey, have you quantified the year-to-date bookings growth in the defense business the same way you did the over 20 in the commercial OEM, commercial aftermarket?

Mike Lisman

Analyst · Goldman Sachs. Your line is now open

Yes, we haven’t – I think we haven't said that.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Do you have that number?

Mike Lisman

Analyst · Goldman Sachs. Your line is now open

No, we haven’t said that. No…

Nick Howley

Analyst · Goldman Sachs. Your line is now open

The cat ate that one though, we can't find it.

Kevin Stein

Analyst · Goldman Sachs. Your line is now open

I think we – in the quarter, we have seen bookings in the defense come down in the second quarter. And we're slightly better than flat year-over-year now. So bookings have definitely come down from where they were which was high-teens in the first quarter, now were just up a little bit, not flat up a little bit, but the order book has definitely cooled off on the defense side.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

So the mid-teens organic and the first half you're clearly saying not sustainable in the back half, how should I think about high single for the year being sustainable or not beyond 2019?

Kevin Stein

Analyst · Goldman Sachs. Your line is now open

Hi, sorry. No, high-single-digit organic growth for the whole business, you mean?

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Yes, for the defense business.

Kevin Stein

Analyst · Goldman Sachs. Your line is now open

No. Can you repeat your question?

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Yes, I guess what I'm wondering is, you've had three quarters in a row here of a double digit growth rate organically in the defense business, the orders were outpacing that, they've slowed, but the end market is still a pretty supportive and it looks like multiple pieces of the end market that are more specific to your business are growing faster than the total end-market. So I'm trying to triangulate all of that into thoughts on sustainability of growing that business, high-single-digits annually beyond 2019.

Kevin Stein

Analyst · Goldman Sachs. Your line is now open

I think given the order book slow down, I would think that, that would be difficult to think that that's going to continue to grow at that pace into next year. It might, but I haven't formulated next year's guidance thoughts yet. But we still have some time to see how the rest of the year comes in. The defense bookings tend to be longer term than other business segments that we have. We've talked about that in the past, that bookings can take a very long time to come out. We saw that over the last couple of years that our bookings took a longer than folks anticipated to come out. But, as I look forward, I think carrying a high-single-digit percentage growth in defense probably will be difficult going forward. But that's, I think a standard observation for the defense business. It tends to go through cycles.

Mike Lisman

Analyst · Goldman Sachs. Your line is now open

I think, I would just add on the bookings. I don't think you can draw much from a quarterly booking number in the defense world. They tend to bounce all over the place, on a year-to-date basis which might be a little longer-term and might be a little more indicative. We continue to book ahead of the shipments.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Okay. Yes,

Mike Lisman

Analyst · Goldman Sachs. Your line is now open

That's another way – another way to think about it.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

I guess, I could see the thought process around how single, maybe isn't very long-term sustainable in the defense market, but we have a sense for what your pricing is in that market. So the units in high single would be low-to-mid single and looks like outlays are compounding much faster than that. So that was the genesis of the question. But on the cash flow, since you have in the past quantified an EBITDA in conversion, I think you even gave a number on free cash earlier in the year, any update there now with Esterline in the numbers?

Kevin Stein

Analyst · Goldman Sachs. Your line is now open

I think it doesn't change much. You notice in this quarter was lower probably and the reason that is, because of the timing for the quarters, we had double tax payments and double interest payments.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Okay. So is the right interpretation of that, there is Esterline cash flow added to the year, but it's offset by kind of non-recurring things associated with bringing Esterline in, is that what you're saying?

Nick Howley

Analyst · Goldman Sachs. Your line is now open

You are talking about getting to the $3 billion, is that right?

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

I'm just talking about the updated full-year 2019 cash flow forecast.

Kevin Stein

Analyst · Goldman Sachs. Your line is now open

I'm sorry, I'm not sure I'm understanding your question, it's basically – I think if you back into it, we're expecting to generate about 600 million from the combined business in the back half of the year to get to the $3 billion cash balance at year-end.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Okay.

Kevin Stein

Analyst · Goldman Sachs. Your line is now open

And that's close to 50% of EBITDA for the rest of the year.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Great. It would bring that conversion sub-50 for the full year though. But it sounds like that some of the items you just mentioned in the quarter…

Kevin Stein

Analyst · Goldman Sachs. Your line is now open

Yes. Yes. Esterline is not going to convert as much. It doesn't change the math very much. But I think, historically, if you rack this up and gone between 46%, 47% and 50% and we don't expect that to change much going forward.

Noah Poponak

Analyst · Goldman Sachs. Your line is now open

Okay. Alright. Thanks a lot.

Operator

Operator

Thank you. Our next question comes from Hunter Keay from Wolfe Research. Your line is now open.

Unidentified Analyst

Analyst · Wolfe Research. Your line is now open

Hi, this is Will for Hunter. How does the deal pipeline compare relative to last quarter? You mentioned taking on more debt than needed for greater flexibility. Are you seeing more or better prospects or does this suggest some other capital deployment strategies in the back half of the year?

Mike Lisman

Analyst · Wolfe Research. Your line is now open

I'm sorry, can you repeat that question?

Unidentified Analyst

Analyst · Wolfe Research. Your line is now open

Sure. So how does the deal pipeline compared to last quarter, you mentioned taking on more debt to finance Esterline for great flexibility. Are you seeing better prospects or more prospects out there or does this suggest some other capital deployment strategies in second half of the year?

Kevin Stein

Analyst · Wolfe Research. Your line is now open

I don't know that it's substantially different, I mean, as I said, we're still open for business and more kind of things. We'll decide that as I said later in the year, we just haven't made a determination yet.

Unidentified Analyst

Analyst · Wolfe Research. Your line is now open

Okay. And then just one other one, how much the underlying TransDigm gross margins improve year-over-year if we exclude all acquisitions in the slide deck you mentioned improved by a 100 basis points excluding Esterline but that includes the other acquisitions.

Mike Lisman

Analyst · Wolfe Research. Your line is now open

I think Kevin you gave …

Kevin Stein

Analyst · Wolfe Research. Your line is now open

I gave ….

Mike Lisman

Analyst · Wolfe Research. Your line is now open

3.5%

Unidentified Analyst

Analyst · Wolfe Research. Your line is now open

I think you mentioned 200 basis points but that was EBITDA.

Liza Sabol

Analyst · Wolfe Research. Your line is now open

Yes, that's what we gave. It was EBITDA.

Kevin Stein

Analyst · Wolfe Research. Your line is now open

Yes, we gave EBITDA.

Unidentified Analyst

Analyst · Wolfe Research. Your line is now open

Okay. Do you have that for gross margins?

Liza Sabol

Analyst · Wolfe Research. Your line is now open

So you'll see when we file the Q, you can find more detail on the gross profit.

Kevin Stein

Analyst · Wolfe Research. Your line is now open

Which we'll file today, right?

Operator

Operator

Thank you. Our next question comes from David Strauss from Barclays. Your line is now open.

David Strauss

Analyst · Barclays. Your line is now open

Thanks. Do you expect to continue to disclose Esterline separately from here?

Kevin Stein

Analyst · Barclays. Your line is now open

No, no. We're going to roll it into the segmentation that we have power and control, air frame and non aerospace.

David Strauss

Analyst · Barclays. Your line is now open

Okay. And then I don't know if you mentioned this or not, if you did, I apologize. Did you talk about what the aftermarket look like sequentially? I know your comparison was a little bit more difficult this quarter versus last quarter, but what did the aftermarket looked like sequentially?

Mike Lisman

Analyst · Barclays. Your line is now open

It was up.

Kevin Stein

Analyst · Barclays. Your line is now open

It was up.

Mike Lisman

Analyst · Barclays. Your line is now open

And the bookings were up.

Kevin Stein

Analyst · Barclays. Your line is now open

It was up and the booking were up.

David Strauss

Analyst · Barclays. Your line is now open

Okay. Any sort of percentage basis it is up?

Kevin Stein

Analyst · Barclays. Your line is now open

We don't give that.

David Strauss

Analyst · Barclays. Your line is now open

Okay.

Kevin Stein

Analyst · Barclays. Your line is now open

We don’t give that clarity.

David Strauss

Analyst · Barclays. Your line is now open

Alright, but it was up sequentially. Okay. Thanks very much.

Operator

Operator

Thank you. And I'm showing no further questions. I would now like to turn the call back over to Liza Sabol for the remark.

Liza Sabol

Analyst · JPMorgan. Your line is now open

That concludes our call for today. We'd like to thank you all for calling in this morning.

Operator

Operator

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today’s program, you may all disconnect. Everyone, have a great day.