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Disclosure Statement
This presentation contains forward-looking statements. Forward-looking statements may be preceded by, followed by or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions. These statements are based on the beliefs and assumptions of our management. Generally, forward-looking statements include information concerning our possible or assumed future actions, events or results of operations. Forward looking statements specifically include, without limitation, the information in this presentation regarding: projections; efficiencies/cost avoidance; cost savings; forward loss reserves; income and margins; earnings per share; growth; economies of scale; the economy; capital expenditures; future financing needs; future acquisitions and dispositions; litigation; potential and contingent liabilities; management’s plans; and integration related expenses. Although we believe that the expectations reflected in the forward-looking statements are based on reasonable assumptions, these forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. We cannot guarantee future results, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. All written and oral forward-looking statements made in connection with this presentation that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by “Risk Factors” and other cautionary statements included herein. The information in this presentation is not a complete description of our business or the risks. There can be no assurance that other factors will not affect the accuracy of these forward-looking statements or that our actual results will not differ materially from the results anticipated in such forward-looking statements. Factors that could cause actual results to differ materially from those estimated by us include, but are not limited to, our ability to manage and otherwise comply with our covenants with respect to our outstanding indebtedness; our ability to service our indebtedness; the cyclicality of our end-use markets and the level of new commercial and military aircraft orders; industry and customer concentration; production rates for various commercial and military aircraft programs; the level of U.S. Government defense spending, including the impact of sequestration; compliance with applicable regulatory requirements and changes in regulatory requirements, including regulatory requirements applicable to government contracts and sub-contracts; further consolidation of customers and suppliers in our markets; product performance and delivery; start-up costs, manufacturing inefficiencies and possible overruns on contracts; increased design, product development, manufacturing, supply chain and other risks and uncertainties associated with our growth strategy to become an integrated defense aftermarket solutions provider; our ability to manage the risks associated with international operations and sales; possible additional goodwill and other asset impairments; economic and geopolitical developments and conditions; unfavorable developments in the global credit markets; our ability to operate within highly competitive markets; technology changes and evolving industry and regulatory standards; the risk of environmental liabilities; and litigation with respect to us. We caution the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this presentation. We do not undertake any duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect actual outcomes. The MEREX Group / Kellstrom Defense business is currently a portfolio company of Dubin, Clark & Company, a Boston, MA based private equity fund and is not subject to public reporting.
The Kellstrom Advantage
Total Solution Provider for Sustainment of Legacy Defense Aircraft through OEM Sanctioned Distribution, Component MRO, and Engineering &
Manufacturing • Global Reach with Customers, Employees, and Relationships in Over 60 Countries • Commitment to Compliance, with Hundreds of Active Export Licenses and
Dedicated Contract, Export and Security Personnel • In-house Expertise including Logistics, Product Development, and Repair Solutions.
A Leader For Over 30 Years for the Sustainment of U.S. Defense Platforms
Company Overview
Private Equity Backed Defense Aftermarket Platform
Supporting over 60 countries - US Manufactured Fixed- and Rotary-Wing Aircraft
Exclusive OEM Distribution
Maintenance, Repair & Overhaul (MRO)
Proprietary Engineering & Manufacturing
Program Management
Integrated Export Compliant Parts & Services Solutions
US Defense Spending Still Largest Opportunity
• O&M Budgets Continue to Grow 5-7% Annually • Older Aircraft Sustainment Continues with High Operating Cadence and Limited Replacement Build Rates
Global Defense Market Attractiveness
Presented By AVASCENT, SpeedNews Defense Conference
Bubble Size Is GDP Growth Rate
Global Defense Spend Create Compelling Opportunities
Legacy US Defense Global Fleet
0 500 1000 1500 2000 2500 3000 3500
F16F15F18
F5 / T38F4P3
C130707 Defense
AH1 / UH1AH 64CH 47UH 60
Bell SeriesMD500
US Fleet International Fleet
Fixed Wing
Rotary Wing
Sizable International Fleet of Legacy Platforms
Market Assessment
• Regional Disruptions Drive Asset Utilization and Spend • US and Global Partner Defense Spend Outlook Remains Positive • Legacy Fleet Utilization and Persistence Provides Sustainment
Opportunities
• Limited New Platform Build Rates
• Continued Proliferation of Legacy Assets Into Global Market
• Aftermarket Focus On US and Key Global Partners
Content page with text and photo
10
Airbus Australia Multi-Year Agreement
Royal Dutch Air Force Multi Year MRO Contract
UTC Delevan Exclusive Distribution
Purchased manufacturing assets from Sierra
Merex Group Rebrands
Livermore facility closure and consolidation into Miramar
Camarillo facility repositioned
Sponsor Group Led Bolt-on Acquisitions & Asset Purchases
Key Partnership Agreements & Strategic Initiatives
Expanded Royal Thai Air Force MRO program for F-16, F-5 & Bell 212
Marshall Aerospace Multi-Year Agreement
AMETEK Exclusive Aftermarket Agreement
2015 2014 2013 2012 2011 1982
Purchased RG Assets for manufacture of F5 & T38 Canopies
Building A Defense Aftermarket Platform
Business founded as aerospace parts international broker
Sponsor Group initially invests in Merex, Inc.
Acquired Commerce Overseas Corporation assets
Acquired ALCO Services, Inc.
Acquired Kellstrom Defense Aerospace, Inc.
Management Team Strong Leaders and Directors with Deep Industry Expertise
Name Title Experience
Christopher Celtruda
Chief Executive Officer (Joined May, 2013)
Experience: 25+ years Prior experience: Founder Destiny Partners; Sponsor Advisory Firm; President & Corporate Officer at
Gardner Denver; Group VP, Executive and Corporate Officer at CIRCOR Aerospace; held various operational and business leadership positions at Honeywell / Allied Signal
Richard Szekelyi
[Interim] Chief Financial Officer Experience: 30+ years Prior experience: Managing Director at Phoenix Management; [Various CEO and financial advisory
roles in Agriculture, Banking, Financial Services and Manufacturing industries]
Dean Brady President, Global Distribution and Supply Chain (Joined February, 2009)
Experience: 20+ years Prior experience: Kellstrom Vice President of Programs & Supply Chain Management; Director of
Manufacturing at Astronics DME Corporation; Sales / Program Manager at DME Corporation
Jonathan Silvia
President, MRO Solutions (Joined January, 2015)
Experience: 20+ years Prior experience: VP & General Manager at Ellwood Texas Forge (a division of Ellwood Group);
General Manager at McWilliams Forge Company (a subsidiary of Precision Castparts); G. M. at Spence Engineering / Division and Leslie Controls at CIRCOR; held various operational and business leadership positions at Honeywell
David Faulkner
President, Engineering and Manufacturing (Joined January, 2015)
Experience: 20+ years Prior experience: Technical Director at Defense Electronics Systems (a division of Alliant
Techsystems); Senior Program Manager of Missile System Development & Derivatives at ATK; Chief Technology Officer at Rocketplane Global; Senior Conceptual Design Engineer at Lockheed Martin
Stuart Reid
EVP, Business Development & Product Line (Joined June, 2013)
Experience: 20+ years Prior experience: Director of International Sales at Merex; Program Manager at CIRCOR Aerospace (a
division of CIRCOR International); Project Manager at Sargent Fletcher (a Cobham Company)
Bradley Morton
Member, Board of Directors
Experience: 30+ years Prior experience: Currently serves as an independent board director for PAS Technologies. Previously,
Mr. Morton served as President of the Eaton Aerospace Group where he grew revenue of $750 million to over $1 billion while improving operating margins
Gen. Henry Taylor, U.S.A.F. (Ret.)
Member, Board of Directors Experience: 30+ years Prior experience: A retired Brigadier General, Gen. Taylor served for over 30 years with the U.S. Air
Force after four years with the U.S. Navy where he held various positions of increasing responsibility
Four Business Operating Segments
1
2
3
4
Global Distribution and Supply Chain (GDSC) – Exclusive OEM Partnerships
Component Maintenance, Repair and Overhaul (MRO)
Integrated Major Program Management / Platform Sustainment
Legacy Aircraft Engineering and Manufacturing / Life Extension (E&M / LEP)
Global Operating Footprint
El Segundo, California (LAX) 3,400 Sq. Ft. - Group Headquarters
Miramar, Florida (SoFL) 76,000 Sq. Ft. - MRO and GDSC
Macon, Georgia (SoGA) 104,000 Sq. Ft. - TSSR Program
Cambridge, United Kingdom (UK) 10,000 Sq. Ft. - Distribution
Camarillo, California (SoCAL) 10,000 Sq. Ft. - Eng. & Mfg.
SINGAPORE (SING) Sales Office
Windsor , Australia (AUS) 10,000 Sq. Ft. - Distribution
Over 25 Third Party Partners Support In Country Sales Capture
25%
11%
8% 22%
3%
7%
2%
22%
Diversified Business Across Leading Defense Platforms
C-130
F-16
P-3
F-5 / T-38
Boeing 707 Defense Derivatives
F-18
E-8 E-6 KC-135
Rotary Wing
F-15, A-10, KC-10…
33%
31%
20%
15%
0% 5% 10% 15% 20% 25% 30% 35%
GDSC
TSSR
MRO
E&M / LEP
Segment Sales in $M
Segment Volume Contribution
Global Distribution and Supply Chain (GDSC)
Sustainment Programs; J Stars (TSSR)
2
Maintenance, Repair and Overhaul (MRO)
3
4
1
Engineering & Manufacturing (E&M)
Total Aftermarket Solutions For Legacy Aircraft
Mar
gin
Maximizing Segment Alignment
Customer Value Created By Integrated Aftermarket Solution
Distribution
MRO E&M Mining Replacement Part Consumption For Re-engineering Candidates
Supplying Engineered / SAR Compliant Details and LRUs
Leveraging A Common Sales
Channel To Drive Customer
Value
Global Distribution & Supply Chain
Total Logistics Support Solutions
– Supply Chain Management (SCM) – Demand Chain Management (DCM) – OEM Parts Distribution – Excess Inventory Solutions – Technical & Platform Expertise – Obsolescence Management – Export Compliance – ITAR & EAR – IT Portal Connectivity
Selected Partners
1
Exclusivity Ensures Customer Access and Pricing Power
Integrated Programs – J Stars / TSSR
• Multi – Year Agreement For Parts and Repairs Management • Manage Full Government Inventory of Spares, Re-furbishable Accessories • Partnered with Northrop Grumman on Long Term Aircraft Sustainment • No Replacement Aircraft Funded
2
Sticky Business Leveraging All Segments
Kellstrom Repair Services (KRS)
FAA & EASA Certified Repair Station
• Class I, II, III, & IV Instrument Repairs
• Class I, II, & III Accessories Repairs
OEM and Third Party Repair Solutions
Primary Capabilities include:
• Teardown, Test, & Evaluation
• Repair, Modification, & Overhaul
• Repair Partner Management For Global Fleet Customers
• Hydraulics
• Pneumatics
• Fuel
• Landing Gear
• Auxiliary Power Units (APUs)
• Wheels & Brakes
• Instruments/Indicators
• Avionics Computers
3
Full Accessory MRO Capability
Engineered Products and Life Extension
Structural Hydraulic Electro-mechanical Electronic Systems
Wing 30G Indicator Damper Assembly Accelerometer ECS Upgrade
Canopy Vane Door Actuator Hydraulic Actuator Switching Assembly-AOA Ammo Box
Speed Brake Control Box Landing Gear Ground Support Test Set C-130 SHORT-POD™
4
Building a Portfolio of SAR Sanctioned Third Party Spares and Upgrades
Content page with text and photo
21
Capture Multi-Year Total Fleet Support Agreements
Forge Exclusive OEM Distribution & Repair Relationships
Develop Proprietary Designs & Tooling
Kellstrom Defense Focused On Growth Via Predictable, Higher Barrier Relationships and Content
Proprietary Product Portfolio Exclusive Distribution
Exclusive Repair Relationships
Multi-Year Agreements
Speed Brake 30G Indicator
Landing Gear Accelerometer
ECS Upgrade Damper Assembly
Significant opportunity to accumulate IP and fuel high margin manufacturing capability
Acquisition of discontinued proprietary tooling results in sole-source status on select products, providing high-margin, recurring revenues
Synergistic business model allows for quick introduction of proprietary products through established distribution channels
Newly-forged OEM relationship team intended to provide deep focus on cultivating exclusive relationships with OEMs
Multi-pronged approach to increased OEM penetration includes first establishing exclusive distribution and repair agreements, then seeking licenses for legacy parts manufacturing
Several opportunities to diversify revenues further by acquiring multi-year agreements
Agreements would provide step-function growth potential with recurring, year-to-year cash flows Impressive track record on JSTARS program is a key differentiator in new opportunity discussions with potential customers
(Delevan)
Royal Dutch Air Force Israeli Air Force
Driving Exclusivity and Multi Year Content
Business Strategy
• Favorable Sector Trends Around Legacy Aircraft Sustainment Spend
• Experienced Leadership Team In Place to Manage Organic and Acquired Growth
• Continuing to Invest In Strong Global Relationships; Channel Partners, OEMs, Suppliers
• Legacy Assets Rationalized and Processes Driven to Maturity
• Shifted Portfolio Toward Higher Barrier, Sticky Repeat Content
• Investing In Increased IP Development and Differentiated Solutions
• Expect Higher Growth E&M and MRO to Contribute to Volume / Margin Expansion In 2016-2018
Focus On Organic Growth
Distribution Pursuits - Expanded OEM Relationships; Engine Related Accessories, Airframe Systems and Rotary Wing - Multi-Year Sustainment For C-130 H /J and F-16
Program Pursuits - Multi Year Sustainment and Logistics For C-130, KC-10 and C-5
MRO Pursuits - Global Component Sustainment Programs In Asia and Middle East - Increased Landing Gear, APU and Accessory Capabilities
E&M / LEP Pursuits - Production Spares For T38, A10, F16 and F18 - Third Party SAR Manufacturing of LRU and Details For Flow Control - IP Development For Mod and Upgrades; C-130
Pipeline of Over $200M Of Actionable Growth
Growth Outlook
2013 2016 2018
Acquisitions and Integration Drive Volume and Margin
Changes
Solution Development and Sales Capture Fuel Expected Growth
~ 13-15% EBITDA
Targeting Sales In Excess of $250M
The Kellstrom Promise
People – Our business depends on our 200+ employees in the US, UK, Australia, and Singapore working as one to support our commitment to innovation, transparency, diversity, communication, development, and community engagement. Integrity – KDA and its global employees are committed to upholding all requirements of doing business globally and being fully compliant with all laws and regulations. Ethical Conduct – We will conduct ourselves according to the highest ethical standards and will distinguish ourselves through our professionalism, transparency, and best practices. Trust – KDA takes customer and partner relationships seriously and is focused on building mutually productive business. Safety – KDA ensures that its workplace and products are held to the highest standards to ensure that employee and customer well-being comes first. Quality – All products and services provided by KDA and affiliated businesses are designed, manufactured, and sourced in accordance with the highest industry standards, with AS9100 and ISO qualified systems in place to ensure conformance. Value – KDA provides the right combination of product, services, and support to ensure the aircraft readiness requirements of our customers are met with the right price and timely delivery.