Aar Corp. · NYSE:AIR
Aar — Merger or Acquisition (December 2023)
12 slides from Aar's merger presentation, Dec 21, 2023
Slide 1: AAR to acquire Triumph Group's Product Support business
AAR CORP. All rights reserved worldwide. 0 AAR to acquire Triumph Group’s Product Support business December 21, 2023
Slide 2: Forward-looking statements
AAR CORP. All rights reserved worldwide. 1 Forward - looking statements This presentation contains certain statements relating to future business opportunities and conditions, as well as anticipate d b enefits of AAR CORP.’s (the “Company”) proposed acquisition of Triumph Group’s Product Support bus
Slide 3: Compelling acquisition of Triumph Product Support
AAR CORP. All rights reserved worldwide. 2 Compelling acquisition of Triumph Product Support Strategic h ighlights: x Meaningfully scales AAR’s proprietary repair capabilities, highly complementary with existing portfolio x Significantly accretive to margins with highly attractive overall financial
Slide 4: Triumph Product Support overview
AAR CORP. All rights reserved worldwide. 3 787 MAX / Leap 737NG C - 17 Thrust reversers Air cycle m achine Heat transfer Inlet gearbox Hydro - mech Flight controls Triumph Product Support overview • Aircraft system components o ACM, Heat Exchangers, IDG, Generators • Engine system components o Pumps
Slide 5: Expands global footprint and offerings
AAR CORP. All rights reserved worldwide. 4 North American Facilities International Facilities Grand Prairie, TX Engine Accessories • Gearboxes, Actuation, Generators, Pumps, Valves, Starters, Fuel Wellington, KS Airframe Accessories • HTP, ACM, Valves, Booms, HTP • Commercial and Military Aircraft •
Slide 6: Complementary capabilities unlocking compelling opportunities
AAR CORP. All rights reserved worldwide. 5 Complementary capabilities unlocking compelling opportunities Enhanced ATA chapter coverage Expands PMA and DER portfolio and development capability Thailand facility as a hub to penetrate fast growing APAC AAR’s military expertise to accelerate Product Sup
Slide 7: Track record of sequential margin improvement
AAR CORP. All rights reserved worldwide. 6 $115 $121 $130 $139 $149 $159 $159 ~ $61 * LTM Q4 '22 LTM Q1 '23 LTM Q2 '23 LTM Q3 '23 LTM Q4 '23 LTM Q1 '24 LTM Q1'24 Pro Forma for Product Support 6.3% 6.7% 7.1% 7.3% 7.5% 7.6% 9.2% Track record of sequential margin improvement expected to be accelerated
Slide 8: Estimated pro forma combined company highlights
AAR CORP. All rights reserved worldwide. 7 Estimated pro forma c ombined c ompany h ighlights : x Provides significant scale, i ncreases value , and results in ~ $ 2.4 billion in revenue and ~$220 million in adjusted operating income x Accelerates AAR’s margin improvement with further cost and comme
Slide 9: Transaction overview
AAR CORP. All rights reserved worldwide. 8 Transaction overview Overview • Acquisition of Product Support business from Triumph Group in a privately negotiated transaction • Attractive purchase price of $725 million on cash - free, debt - free basis ‒ Net purchase price of $645 million, when adjuste
Slide 10: Appendix
AAR CORP. All rights reserved worldwide. 9 Appendix
Slide 11: Non-GAAP financial measures
AAR CORP. All rights reserved worldwide. 10 Non - GAAP financial measures Adjusted sales and adjusted operating margin are “non - GAAP financial measures” as defined in Regulation G of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”) . We believe these non - GAAP financial measu
Slide 12: Non-GAAP financial measures
AAR CORP. All rights reserved worldwide. 11 Non - GAAP financial measures Adjusted sales, adjusted operating income and adjusted operating margin ($ in millions) Q1-22 Q2-22 Q3-22 Q4-22 Q1-23 Q2-23 Q3-23 Q4-23 Q1-24 Q4-22 Q1-23 Q2-23 Q3-23 Q4-23 Q1-24 Sales 455.1$ 436.6$ 452.2$ 476.1$ 446.3$ 469.8$