Hello and welcome to the VSE Corporation's Second Quarter 2025 Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. It is now my pleasure to introduce Vice President of Investor Relations and Treasury, Michael Perlman.

Thank you. Welcome to VSE Corporation's Second Quarter 2025 Results Conference Call. We will begin with remarks from John Cuomo, President and CEO; followed by a financial update from Adam Cohn, Chief Financial Officer. The presentation we are sharing today is on our website, and we encourage you to follow along accordingly. Today's discussion contains forward-looking statements about 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 and posted on our website. 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 now like to turn the call over to John.

Good morning. Thank you for joining us today for VSE's Second Quarter 2025 Conference Call. We are pleased to report another outstanding and record quarter. In the second quarter of 2025, we achieved record revenue, record profitability, record margins and significantly improved free cash flow generation. Today's results highlight the strength of our business, the resilience of our markets, the strong contributions from recent acquisitions and the impact that our integration efforts are having on accelerating growth and margin opportunities. Let's begin with Slide 3 and a review of our second quarter highlights. First, on April 1, we completed the sale of our Fleet segment. This marks the final step in our multiyear transformation into a pure-play aviation aftermarket company. With this divestiture behind us, we are now fully focused on higher growth, higher-margin distribution and MRO services within the aviation aftermarket. Second, we acquired Turbine Weld Industries, specialized MRO provider of complex engine components supporting the business and general aviation aftermarket. This acquisition expands our engine service capabilities, adds several proprietary repair offerings to our MRO portfolio, deepens our OEM relationships and opens the door to future growth through targeted investments. Third, we signed a new 5-year authorized service center agreement with Eaton for hydraulic pump MRO support. This is Eaton's first authorized aftermarket repair partnership and endorsement of VSE as a trusted and capable OEM partner. Fourth, we secured a new $700 million credit facility, comprising a $300 million Term Loan A and a $400 million revolver. This refinancing places our prior facilities and gives us more flexibility along with a lower total cost of capital to support growth. And finally, we made solid progress executing on our operating plans, integrating recent acquisitions, launching new programs and expanding margins through synergy capture and operational improvements. Let's now move…

Let's turn to Slide 6 of the conference call materials, where I will provide an overview of our second quarter consolidated financial performance. VSE generated $272 million of revenue in the quarter, an increase of 41% over the same period in the prior year. Adjusted EBITDA increased 52% to $43 million compared to the second quarter of 2024. Adjusted EBITDA margin was 16% in the quarter, an approximate 110 basis point improvement over the prior year period. Adjusted net income was $20 million and adjusted diluted earnings per share was $0.97, an increase of 149% and 106%, respectively, over the prior year period. Now turning to Slide 7. I will review our Aviation segment's record second quarter performance. VSE Aviation generated $272 million of revenue in the quarter, an increase of 41% over the prior year period. More specifically, distribution revenue increased 50% in the period, driven by strong operational execution of new and existing programs, product line expansion, specifically parts supporting our OEM license manufacturing program, market share gains and contributions from the Kellstrom acquisition. MRO revenue increased 27% in the quarter, driven by increased repair activity on higher-value technical repair capabilities from our avionics, fuel, pneumatics and hydraulics MRO centers of excellence, the addition of new repair capabilities, strong end market demand and contributions from the Turbine Weld acquisition. Excluding the impact of recent acquisitions and including TCI results in the quarter, organic Aviation segment revenue increased by approximately 13% in the second quarter as compared to the prior year. Aviation adjusted EBITDA increased by 48% in the quarter to a record $47 million or 17.1% of revenue. Adjusted EBITDA margin improved 80 basis points year-over-year, driven by favorable pricing and product mix, higher-margin aftermarket sales from our OEM license manufacturing program, lower contributions from our less profitable…

I'd like to conclude our prepared remarks by revisiting our 2025 priorities on Slide 11. First, following the sale of our fleet business, we completed a full review of our corporate structure and cost base. We're now aligned with our aviation focused strategy and well positioned to scale. Final transition work is underway and on track to be completed by year-end. Second, we're expanding repair capabilities and increasing capacity across both legacy operations and recent acquisitions to meet strong demand and drive growth at our MRO centers of excellence. Third, we're prioritizing the integration of TCI and Kellstrom to unlock efficiencies and enhance customer value. We've also launched integration planning for Turbine Weld and are investing to meet growing demand. Fourth, we've begun capturing synergies from recent acquisitions to support margin expansion. Phase 1 of the Kellstrom integration is already delivering a significant portion of the $4 million in identified cost savings as evidenced by our strong second quarter margin performance. Next, we continue to make steady progress on implementing our OEM license fuel control manufacturing capabilities. And finally, we remain focused on building the organic growth pipeline, deepening OEM partnerships and expanding our market presence to support 2026 and beyond. I'll close by thanking our shareholders, customers and supplier partners for their continued trust and support. And most importantly, thanks to the VSE team for their outstanding record second quarter performance. Operator, we're now ready to open the line for questions.

[Operator Instructions]. Our first question comes from the line of Ken Herbert with RBC Capital Markets.

John, maybe just to follow up on your comments on the organic growth. It looks like the guidance implies, call it, low to mid-teens organic growth in the back half of the year, and you seem to have done a really nice job here of offsetting some of the USM growth headwinds. Can you just talk about what you're seeing on the commercial transport versus business jet side or specifically how we think about second half and what you're seeing by some of your end markets?

Sure. I appreciate the question. Yes, I mean, I think I wanted to be a little clear because I didn't want anyone to get a concern that organic growth was slowing. But we're really in a position as we have done in the first half of the year to continue to reposition that new serviceable material business to something different, which is a bit of a decline in top line. But when we look at the markets, I'd say, let me break it down first engine and non-engine. Both B&GA and commercial, the engine markets continue to be the most robust parts of the market for us specifically, and they continue to outperform kind of the component side of our business. That's both in distribution and MRO. Then when you look at it by end markets, the commercial end markets are stronger than the business in general aviation market. That market has settled nicely. The B&GA market is nicely in that kind of 4% to 6% range, where we're seeing the commercial end markets probably naturally without organic growth in that high single digit to low double digits and then a little bit of organic growth pushing us into double digits on the commercial side. So you kind of balance it out and you get to a place where our natural organic growth for our business being 50% commercial, 50% B&GA, about just over 50% engine type products versus component products, putting it in a position where it's about kind of mid- to high single digits before any share gain.

And can you provide any more detail on the sort of the one VSE. And I guess, specifically, what the impact could be maybe this year, but more importantly, '26, '27 as we think about the adjusted EBITDA margins. Is there a significant cost opportunity here? Or how are you thinking about the potential there?

Yes. I mean I'd say that we're ... as you could see by the margins that we posted in the quarter, the progress on the acquisitions and the integrations is ahead of schedule. So we built into our plans margin opportunity and definitely felt that there was opportunity to continue to scale margins. I would say that we continue to be ahead of our plans. So I wouldn't get too far ahead in terms of margin opportunity, but there's definitely ... we do see continued opportunity out in the market as we integrate, but we've already captured a number of synergies, both on our fuel control program, our initial $4 million that we announced with Kellstrom, a significant portion of that has been realized in the first half of the year as well.

Our next question comes from the line of Sheila Kahyaoglu with Jefferies.

Maybe just on that last point, Ken just made on cash, great cash generation. And I think you called out improved free cash flow in the second half. So given $57 million of generation, just given the generation in the first half, how do we think about the sustainability of free cash flow and any puts and takes on working capital we should consider?

Yes, sure. So yes, it was a good ... a solid cash quarter, as you mentioned, Sheila, we generated about $6 million in the quarter. We have seen significant improvement year-over-year. So if you look over the first 6 months versus last year, I think we've improved by about $65 million, so pretty significant. And as you know, there's some working capital seasonality in the business. So we generally see a larger use in the first half of the year, and that sort of neutralizes in the back half of the year as we lap our inventory purchases. So we are expecting to see strong improvement through the back half of the year. I would say that we are seeing improvement in our working capital profile, especially just given the last few acquisitions, including KelLstrom, they're less working capital-intensive businesses. So we're just seeing some natural improvement. But there's definitely a focus on continuing to generate strong free cash flow.

Great. And maybe if we could talk about [ KeLlston ] for a little bit. It's been a part of VSE for now over 6 months. What are the biggest positives? And John, you mentioned potentially shifting around the USM business, which you've always called out to something different. What does that something different mean?

Yes, I appreciate the question. I mean, first, it makes me feel great about the diligence. Everything is relatively as we had thought the business would be. The distribution business is as strong or stronger than we had anticipated. The team that manages that is quite strong as well, and we're really pleased to see what they have done in the first half of the year and the opportunities as we move forward as well. The Vortex business, which is their MRO business services business, it continues to perform outstandingly well, and we plan to get that integrated onto our systems, hopefully before year-end. And then I'd say for the USM business, we wanted to let it run for about 6 months and just watch how the business played. It was a little bit too opportunistic in terms of parts trading for me. So where we're moving the business and shifting the business is we look at our business as bringing together our capabilities and in-sourcing as much work as we possibly can. So think of it more of a new used and repair model where we're supporting our new part distribution with a USM option or we're supporting our repair capabilities with a used option or we're working directly with large airlines on some type of asset management program. So that's what our USM kind of strategy, which we've just launched and put a new leader in place, and that's what that will look like, and we'll share more details as we get into the back end of the year. But expect to see a little bit of pruning on the revenue side there because we want to get away from the transactional parts trading, and we also want to focus on the right margin profile for our business.

And our next question comes from the line of Noah Levitz with William Blair.

To start off on margins, you touched a little bit on it earlier, but we were under the impression that Q1 margins were typically the greatest and then Q2 and Q3 were a bit lower before improving back in the fourth quarter. Obviously, this quarter's aviation EBITDA margins were exceptional at 17.1%. So given fuel control program receiving the full margin contribution, Kellstrom cost synergies moving faster than expected and then also driving down some of that lower-margin USM work, what's kind of ... what's preventing you from the back half of the year maintaining, if not beating that 17.1%.

Adam, do you want to kick off or you want me to start?

Go ahead.

Yes, I'll take it. It's a good question. So I would say that the second quarter margins were very strong. I think the Kellstrom synergy capture had a large part sort of capturing those maybe earlier than we initially anticipated. So that really drove some of the strong margins in the second quarter. If you look back historically, there is definitely seasonality in our margins, and it really goes back to the seasonality in the distribution business. We tend to see higher margins in the first half of the year from basically lower cost of inventory. And so that's really what's driving sort of that first half to second half. And maybe initially, we expected to capture more of the synergies in the second half of the year from Kellstrom, but that sort of accelerated up a quarter. So that's driving some of the differences from what we initially anticipated.

And then with leverage down to 2.2x, can you talk a little bit about the M&A pipeline going forward? And then in particular, you've had the Honeywell Fuel Control deal for a while now and it seems like those style of programs are very, very strong on the margin side. So are there other versions of that in the pipeline as well?

Yes, I appreciate the question. I'd say that the M&A pipeline is very, very healthy. As we look at the back half of '25 and into '26. We have a number of kind of active or soon to be active things in the market. It's always difficult to forecast something like that because as you dive in, it's either you're all in or you're all out. So we'll see how that plays out. But we do have a pretty robust and healthy pipeline. And obviously, it's a place we plan to use our balance sheet to support that inorganic growth. With regard to kind of our licensed manufacturing program, we really need until the first quarter of next year to be perfect on our fuel control execution. So we are ... although we're excited about the program and the growth opportunities it offers because it's our first program and it's something very unique that we haven't done before, we're more ... we're kind of looking at it with more of a longer game of focus. So I'd say don't expect anything there, at least in the next 12 months. So maybe back end of next year as we move into 2027, we'll look at growth opportunities and what the market looks like there for us.

Our next question comes from the line of Jeff Van Sinderen with B. Riley Securities.

Let me add my congratulations. I wanted to follow up just on the Kellstrom synergies. It sounds like you're realizing those a little bit ahead of expectations. And wondering where are you seeing the remaining opportunities for efficiencies, synergies, leveraging scale as you fully integrate recent acquisitions. Just wondering what the focus is there for second half.

Yes. I mean I appreciate the question. Synergy capture is easy and complicated at the same time. There's 4 real levers, right? There's growing revenue while keeping your SG&A relatively flat. There's an element of price. There's an element of product cost and then there's an element of operating expenses. So each deal that we do, when we're going through our deal modeling and our diligence, kind of we try to capture where we think the synergy opportunities are and what the very specific actions are that are going to be tied to each. I would say that a lot of the cost synergies have been captured already on this deal. So really what we look at is more in-sourcing, more on the product margin side or opportunities to grow top line while kind of leveraging that operating expense base. So the SG&A as a percentage of sales will start to decline and generate stronger returns for the business. So I'd say it's more on the top side of the income statement and the bottom side as we continue to integrate.

Okay. Fair enough. And then just kind of a follow-up. I'm wondering what your latest thinking is on opportunities for the Honeywell business.

Yes. I mean, like I just said to Noah, it's ... of anything we're doing, that is probably the most precise program. It's our first manufacturing program. It's a fuel control that's on the PT6 engine for Pratt Canada and the Rolls-Royce 250 ... and we want it to be absolutely perfect. We have work to do through the first quarter to continue to get kind of final approvals and it to be our control without any interference from the original OEM. So we do not plan to work on new programs until that's complete. So I would tell you, probably the first quarter, I can give you a better strategy update once we get the full implementation done on this program. But it's really ... it's performing very, very well. We've got to clean up some supply chain issues that existed when we acquired the program, and that's in process. Full financials are embedded in everything that we're doing today. So very, very pleased with the performance of the program. We just need a little bit of time.

And our next question comes from the line of Josh Sullivan with ... the Benchmark Company.

John, can you just expand on the hydraulics opportunity? Maybe how large is that market? Why are you maybe the right partner to leverage capabilities there?

Yes. I think ... I mean, it's a good question to say how large it is because ... and I laugh because it's data that I'm trying to get my arms around myself because you look at ... when you have kind of an unapproved market, you don't have data. So I would guess it's somewhere between $50 million and $100 million, but I'm giving you a very, very wide range because it's really difficult to capture kind of what the unauthorized shops are doing. For us, I think there's a few things. Number one is we're really able to drive kind of faster turnaround times and our level of quality in supporting OEM authorized work is very, very core to our strategy. So the second thing is we partner in unique ways. It's not a one-size fits all for an OEM. so we can kind of customize and really listen to where the OEM needs us and where they don't. So starting to understand how this product is performing, where there's new parts, where there's used parts and again, where the MRO piece plays in and how can we bring all that together to support this OEM. So relationship is strong. We've been able to capture business back that was in an unauthorized shop prior and listen to the OEM of some core customers that they wanted us to focus on and bring that work in to drive some near-term success. So we're really pleased with the work so far.

And then maybe this ties into your USM strategy, but you noted engine side continues to be stronger than the component side. We've obviously heard that in other areas of the industry as well. But just curious on your thoughts on the cycle from when that might flip where component demand would outpace the engine side. And I know your recent M&A has really been focused on the engine side, but just trying to get some perspective on that long-term industry cycle.

Yes, it's a great question. And so my answer is more opinion than I would say fact and database. But where we don't see kind of an inflection point where that shifts. We see at least for the near term and the midterm, the engine aftermarket, again, both for business and general aviation and commercial continuing to outpace kind of the component side. The majority of that is ... really comes down to supply chain and MRO capacity. So if I ... if you go visit my engine-related MRO shops and I can add capacity, I can fill that with work very, very quickly. We're still seeing more supply ... more demand out there than there is supply in terms of shop floor space to do work. So I don't see that slowing down in kind of the next 3 years or so, and that's probably as far as we look out.

And our next question comes from the line of Michael Ciarmoli with Truist Securities.

Nice results. John, just maybe back to Sheila's question on the USM, moving away from that maybe transactional speculative. Should we think about some of this new focus being accretive to your repair margins, especially as we think about sort of overall engine repairs? Are you going to be out there looking for certain USM parts to drive down repair costs?

Yes. I mean I'd love to answer the question next quarter or the quarter after because we're just in the beginning of launching the strategy. But it's a great question, and it's exactly how we're looking at it. So I don't want to say unequivocally, yes. until I know that we can execute on the strategy. But I would say it's a couple of things. Number one, it's how do you ... if you think about when something is broken, the question is, do you need a new part? Do you need a used part or do you need a repair? And bringing those 3 together so that, again, looking at it through the customers' lens rather than them shipping a part to us into one of our MRO shops, we come back with a quote on price and lead time, turnaround time and they basically say it's a beyond economical repair and the numbers don't work. And if we don't have a rotable pool or a used USM pool, we're not in a position to offer them an alternative at that point in time. So tying those 2 together, number one, is extremely customer-friendly, and we think that's a very good strategy for us. The second piece is exactly where your initial comments are is how do we continue to look at, for lack of a better word, in-sourcing our own work so that we can continue to focus on margin expansion. We've already taken some of the Vortex work, which is the calcium services business, and we're in-sourcing that into our TCI component shop up in Connecticut. So looking at those types of opportunities within the business continues to be a priority in terms of margin expansion.

And then I think on ... maybe if you could just parse out a little bit. I think I heard 50% revenue exposure to engines, maybe how that breaks out between commercial, BGA. And should we think about ... you talked about more alignment with some of the newer engines like LEAP. Should we look at kind of the LEAP shop visit forecast as a good proxy for your engine growth in commercial going forward?

Yes. I mean I think first, Michael, did we ... did we break out the data on the market segments when you did the engine work?

No, we didn't give that level of granularity.

Okay. Yes. But Mike, we'll try to get you some of that data and I'll ... for another quarter to get you the data around that question. But it's north of 50% in terms of engine work, and that's both on the MRO side and on the distribution side of the business compared ... and it's ... I would say it's probably not very different in our 2 market segments, but we'll get some data around it. The second question with regard to LEAP. I would say it was a little early to use that data for trends for us. We are still more on legacy engines. We are focused on kind of continuing to evolve that. But if you look at our core Pratt & Whitney Canada, Prat & Whitney U.S., GE, Safran type engines, we're probably heavier on kind of legacy engines today and continuing to focus on evolution to newer type engines.

And then just last one, Adam, do you have a target leverage ratio for year-end?

I mean given where we are right now, Mike, at 2.2x with the EBITDA growth and free cash flow generation, we should be south of 2x by the end of the year. We didn't give a specific target, but we should be more than 2x. Number ...

[Operator Instructions] And our next question comes from the line of Ken Herbert with RBC Capital Markets.

John, I appreciate the follow-up. I just wanted to ask the engine question maybe a slightly different way. Do you see better opportunity today as you look to build out that exposure on maybe the MRO side, it sounds like it may be relative to distribution as you think about engine and specifically sort of the organic pipeline. And then as part of that, does your existing relationship on the engine side, in particular, with Pratt, does that preclude you at all from working with other engine OEMs on the distribution side?

No. I mean, so first, more of our direct engine OEM distribution business is on business and general aviation engines than it is on the commercial side. Our commercial distribution work that we do that's supporting engines is less engine OEM work, and it's more other OEMs that are supporting that engine. So I think we have opportunity to support far more commercial distribution opportunities. And then with regard to OEMs, I mean, we're very, very OEM-centric and in our MRO shops. So we have centers of excellence that support different OEMs, and we don't see working with one precluding us from an opportunity to work with another.

And I'm showing no further questions. So with that, I'll now turn the call back over to President and CEO, John Cuomo, for any closing remarks.

Thanks, everybody, for joining our call today. We appreciate the continued support of the story. Have a great Thursday.

Ladies and gentlemen, thank you for participating. This does conclude today's program, and you may now disconnect.