TransDigm Group Incorporated (TDG) Q4 2021 Earnings Call Transcript

TransDigm Group Incorporated  (NYSE: TDG) Q4 2021 earnings call dated Nov. 16, 2021

Corporate Participants:

Jaimie Stemen — Director of Investor Relations

Kevin Stein — President, Chief Executive Officer and Director

Jorge L. Valladares — Chief Operating Officer

Mike Lisman — Chief Financial Officer

Analysts:

Noah Poponak — Goldman Sachs and Co. — Analyst

Robert Stallard — Vertical Research Partners — Analyst

Myles Walton — UBS — Analyst

Ken Herbert — RBC — Analyst

Kristine Liwag — Morgan Stanley — Analyst

David Strauss — Barclays — Analyst

Seth M. Seifman — JP Morgan — Analyst

Peter Ostling — Truist Securities — Analyst

Sheila Kahyaoglu — Jefferies — Analyst

Matthew Akers — Wells Fargo — Analyst

Gautam Khanna — Cowen and Company — Analyst

Hunter Keay — Wolfe Research — Analyst

Elizabeth Grenfell — Bank of America — Analyst

Presentation:

Operator

Thank you for standing by and welcome to the TransDigm Group Incorporated Fourth Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] As a reminder today’s program is being recorded. And now I’d like to introduce your host for today’s program, Jaimie Stemen, Director of Investor Relations. Please go ahead.

Jaimie Stemen — Director of Investor Relations

Thank you and welcome to TransDigm’s fiscal 2021 fourth quarter earnings conference call. Presenting on the call this morning are TransDigm’s President and Chief Executive Officer, Kevin Stein; Chief Operating Officer, Jorge Valladares; and Chief Financial Officer, Mike Lisman. Please visit our website at transdigm.com to obtain a supplemental slide deck and call replay information.

Before we begin, the company 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 available through the Investors section of our website or at sec.gov. The company would 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 applicable reconciliations.

I will now turn the call over to Kevin.

Kevin Stein — President, Chief Executive Officer and Director

Good morning. Thanks for calling in today. First, I’ll start off with a quick overview of our strategy, a summary of a few significant items in the quarter and discuss our fiscal 2022 outlook. Then Jorge and Mike will give additional color on the quarter. Jorge Valladares is joining our earnings call today and will do so going forward.

Jorge is currently our Chief Operating Officer and has been in the role since 2019. Over the last 20 plus years with TransDigm, Jorge has had an unusually broad operating background and has been a key culture carrier. He most recently served as our COO of power and control, where all of the power group businesses reported to Jorge. Prior to this role, he served four years as an Executive Vice President and was President at two of our larger operating units: Avtech, Tyee and AdelWiggins. Jorge initially started at AdelWiggins Group and held various positions of increasing responsibility in engineering, manufacturing and sales, as he worked his way up. We’re excited to have him join the earnings call and offer his expertise.

Now moving on to the business of today. To reiterate, we are unique in the industry in both the consistency of our strategy in good and bad times, as well as our steady focus on intrinsic shareholder value creation through all phases of the aerospace cycle. This should sound similar to what you have always heard from TransDigm. To summarize, here are some of the reasons why we believe this. About 90% of our net 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 generally have significant higher margins and over any extended period have typically provided relative stability in the downturns.

We follow a consistent long-term strategy. Specifically, we own and operate proprietary aerospace businesses with significant aftermarket content. We utilize a simple well-proven value-based operating methodology, we have a decentralized organization structure and unique compensation system closely aligned with shareholders. We acquire businesses that fit this strategy and where we see a clear path to private equity like returns. Our capital structure and allocations are a key part of our value creation methodology.

Our long-standing goal is to give our shareholders private equity like returns with a liquidity of a public market. To do this, we stay focused on both the details of value creation as well as careful allocation of our capital. As you saw from our earnings release, we had a good quarter considering the market environment. We continue to see recovery in the commercial aerospace market and are encouraged by the trends in air traffic among other factors. Our current Q4 results continue to show positive growth in comparison, as we are lapping another fiscal 2020 quarter fully impacted by the pandemic.

However, our results continue to be unfavorably affected in comparison to pre-pandemic levels due to the reduced demand for air travel. On a more encouraging note, the commercial aerospace industry has continued to show signs of recovery with increasing air traffic and vaccination rates expanding. The recovery has remained primarily driven by domestic leisure travel, though we are optimistic for the recovery of international travel as more governments across the world soften travel restrictions.

In our business, we saw another quarter of sequential improvement in commercial aftermarket revenues with total commercial aftermarket revenues up 14% over Q3. I am also very pleased that even in this challenging commercial environment, we continue to sequentially expand our EBITDA As Defined margin. Contributing to this increase is the continued recovery in our commercial aftermarket revenues, as well as the careful management of our cost structure and focus on our operating strategy.

Additionally, we continue to generate significant cash in Q4. We had strong operating cash flow generation of almost $300 million and closed the quarter with approximately $4.8 billion of cash. We expect to steadily generate significant additional cash through 2022. We continue to look at possible M&A opportunities and are always attentive to our capital allocation. Both the M&A and capital markets are always difficult to predict, but especially so in these times.

First, I’d like to address the Meggitt situation that occurred this quarter. We have long admired and studied the Meggitt business and believe that a combination between us and Meggitt could provide value to investors of both companies. However, based on the quite limited due diligence information that was made available and the resulting uncertainties, we could not conclude that moving forward with an offer of GBP9.00 per Meggitt share would meet our long-standing goals for value creation and investor returns.

We put substantial time and effort into evaluating this potential transaction as we had communicated previously. However, as we have said many times before, we are very disciplined with our capital allocation and when we make acquisitions, we need a reasonable degree of certainty for achieving our investment return goals, especially for a deal of this magnitude. The diligence made available to us was too limited to provide the assurance needed to move forward and our additional diligence requests were not met. These additional diligence requests were very similar to what was typically received in the almost 90 acquisitions we have done over the life of the company.

It was a disappointment that we could not move forward, but it was the most prudent decision for the company and all of our stakeholders. In regard to the current M&A pipeline, we are still actively looking for M&A opportunities that fit our model. Acquisition opportunities in the last quarter was still slower than pre-COVID, but we are starting to see some pickup in activity. We remain confident that there is a long runway for acquisitions that fit our portfolio, primarily in the small-to-mid size opportunities and look forward to continued M&A activity far into the future. At this time, we don’t anticipate that we make any significant dividends or share buybacks for at least the next quarter, but we will keep watching and see if our views change.

Now moving to our outlook for 2022. While we are not providing full financial guidance at this time as a result of the continued disruption in our primary commercial end markets, we are providing guidance on select financial metrics for fiscal 2022, including EBITDA As Defined margins, expected defense market revenue growth, tax rates and other key financial assumptions. We do continue to be encouraged by the recovery we have seen in both our commercial OEM and aftermarket revenues and bookings in fiscal 2021, but many unknowns remain for the pace and shape of the recovery. We will look to reinstitute guidance when we have a clearer picture of the future.

Currently, we expect COVID-19 to continue to have an adverse impact on our financial results compared to pre-pandemic levels into fiscal 2022 under the assumption that both our commercial OEM and aftermarket customer demand will remain depressed due to lower worldwide air travel, although recent positive trends in commercial air traffic could impact us favorably. Given what we know today, our teams are planning for our commercial aftermarket revenue to grow in the 20% to 30% range, planning for our commercial aftermarket revenue to grow in the 20% to 30% range.

We expect our commercial OEM revenue to grow significantly as well, but at a rate slightly less than the commercial aftermarket. As you know, we aim to be conservative and would be happy to have both of these end markets rebound more strongly. Jorge will provide further detail on a few key points of consideration that will drive our ultimate commercial growth. As for the defense market, we expect defense revenue growth in the low single-digit percent range versus fiscal 2022.

Now a bit more color on EBITDA As Defined expectations for fiscal 2022. We expect full year fiscal 2022 EBITDA margins to be roughly in the area of 47%, which could be higher or lower based on the rate of commercial aftermarket recovery. This guidance assumes a steady increase in commercial aftermarket revenue throughout fiscal 2022 with Q1 being the lowest. In similar fashion, we anticipated EBITDA margins will move up throughout fiscal 2022 with Q1 being the lowest and sequentially lower than Q4.

As a final note, this margin guidance includes the unfavorable headwind of our recent Cobham acquisition of about 0.5%. As a reminder and consistent with past years with roughly 10% less working days than the subsequent quarters, fiscal year 2022 Q1 revenues, EBITDA, EBITDA margins are anticipated to be lower than the other three quarters of fiscal year 2022. We believe we are well positioned as we enter fiscal ’22. As usual, we’ll closely watch the aerospace and capital markets development and react accordingly.

Let me conclude by stating that I’m pleased with the company’s performance in this challenging time for the commercial aerospace industry and with our commitment to driving value for our stakeholders. The commercial aerospace market recovery continues to progress and current trends are encouraging. There is still uncertainty about the pace of the recovery, but the team remains focused on controlling what we can control. We remain confident that in the fullness of time, the commercial aerospace market will return to pre-pandemic levels. We look forward to fiscal ’22 and the opportunity to create value for our stakeholders through our consistent strategy.

Now, let me hand it over to Jorge to review our recent performance and a few other items.

Jorge L. Valladares — Chief Operating Officer

Good morning everyone and thanks for the kind introduction, Kevin. I’m glad to be speaking with all of you today and look forward to being on these calls in the future. I’ll start with our typical review of results by key market category. For the remainder of the call, I’ll provide color commentary on a pro forma basis compared to the prior year period in 2020, that is assuming we own the same mix of businesses in both periods. This market discussion includes the acquisition of Cobham Aero Connectivity.

We began to include Cobham in this market analysis discussion in the second quarter of fiscal 2021. This market discussion also removes the impact of any divestitures completed in fiscal 2021. In the commercial market, which typically makes up close to 65% of our revenue, we will split our discussion into OEM and aftermarket. Our total commercial OEM revenue increased approximately 1% in Q4 and declined approximately 25% for full year fiscal 2021 compared with prior year periods.

Bookings in the quarter were very strong compared to the same prior year period and solidly outpaced sales. Sequentially both Q4 revenue and bookings improved approximately 5% compared to Q3. Although we expect demand for our commercial OEM products to continue to be reduced in the short term, we are encouraged by build rates gradually progressing at the commercial OEMs. Recent commentary from Airbus and Boeing reiterated anticipated rate ramps for their narrow-body platforms in the near future. Hopefully, this will play out as forecasted.

Now moving on to our commercial aftermarket business discussion. Total commercial aftermarket revenue increased by approximately 41% in Q4 and declined approximately 18% for full year fiscal 2021 when compared with prior year periods. Growth in commercial aftermarket revenue was primarily driven by increased demand in our passenger submarket, although all of our commercial aftermarket submarkets were up significantly compared to prior year Q4. Sequentially, total commercial aftermarket revenues grew approximately 14% and bookings grew more than 25%. Commercial aftermarket bookings are up significantly this quarter compared to the same prior year period and Q4 bookings very solidly outpaced sales.

To touch on a few points of consideration, global revenue passenger miles are still low, but have been modestly improving throughout fiscal 2021. IATA recently forecast a 39% decrease in revenue passenger miles in calendar year 2022 compared to pre-pandemic levels. Within IATAs estimate is the expectation that domestic travel will be back to 93% of pre-pandemic levels in calendar year 2022. Though the pace of the recovery remains uncertain, we continue to believe there is pent-up demand for travel. As vaccine distribution expands and travel restrictions are rolled back, passenger demand across the globe will increase.

The emergence and spread of COVID variants and other future evolutions may further complicate this picture, but for now trends remain positive. We see evidence of the pent-up demand through the recovery in domestic travel. Domestic air traffic trended upward throughout fiscal 2021. Airlines also continue to see strengthened bookings and strong demand for domestic travel, especially in the U.S. with Europe catching up. China is currently a watch point with its recent drop off in air traffic. The pace of the international air traffic recovery has been slow and international revenue passenger miles have only slightly recovered.

However, vaccinations continue to increase globally and governments across the world are starting to reduce travel restrictions, which provides for optimism on the international air traffic recovery. Cargo demand has recovered more quickly than commercial travel due to the loss of passenger belly cargo and the pickup in e-commerce. Global cargo volumes continue to surpass pre-COVID levels and it is generally expected that air freight demand will likely remain robust into 2022. Business jet utilization in certain regions rebounded to pre-pandemic or better levels earlier this year and remain strong. Commentary from business jet OEMs and operators has been encouraging with these higher levels of business jet activity may be here to stay the time will tell.

Now let me speak about our defense market, which traditionally is at or below 35% of our total revenue. The defense market revenue, which includes both OEM and aftermarket revenues grew by approximately 2% in Q4 and approximately 5% from full year fiscal 2020 when compared with prior year periods. This was in line with the expected revenue growth expectations we provided for fiscal 2021 at mid-single digit percent range growth. We continue to expect our defense business to expand due to the strength of our current order book. As Kevin mentioned earlier, we expect low single-digit percentage range growth in fiscal 2022 for our defense market revenues.

Lastly, I’d like to wrap up by stating how extremely pleased I am by our operational performance throughout this fiscal year that continue to be heavily impacted by the pandemic. Our management and their teams remain diligent and focused on our value drivers and we’ll continue to do so in this new fiscal year. We are ready to meet the demand as it returns.

With that, I would like to turn it over to our Chief Financial Officer, Mike Lisman.

Mike Lisman — Chief Financial Officer

Good morning, everyone. I’m going to first quickly hit on profitability trends for the business then address a few additional financial matters for fiscal ’21 and finally I’ll provide some more detail on our expectations for fiscal ’22. First, in regard to profitability for fiscal ’21, EBITDA As Defined of about $636 million for Q4 was up 28% versus prior year Q4. On a full year basis, EBITDA As Defined was about $2.19 billion, down 4% from the prior year. EBITDA As Defined margin in the quarter was approximately 49.7%. This represents sequential improvement in our EBITDA As Defined margin of almost 400 basis points versus Q3 of ’21.

Moving on, a few quick notes on the full ’21 fiscal year. I want to provide one quick M&A related data point that you might find helpful for your financial models as we head into FY ’22. As you know, we divested several businesses during 2021, all of which were sold out of continuing operations. As a result of the accounting treatment applied, roughly $130 million of revenue and $25 million to $30 million of EBITDA As Defined from these divested operating units remains in our FY ’21 results. This revenue and EBITDA will obviously not carry over into FY ’22.

On cash and liquidity, we ended the year with approximately $4.8 billion of cash on the balance sheet and our net debt to EBITDA ratio was 7 times. In the early days of October, we repaid the $200 million revolver drawdown that we made at the onset of COVID back in April 2020. This was done out of an abundance of caution at the time and we don’t need the cash, so we repaid it. Pro forma for the revolver pay down, our cash balance was $4.6 billion.

Next on the FY ’22 expectations. We’re not giving full guidance, as Kevin mentioned, but we are providing guidance on select financial metrics, including the following: Interest expense is expected to be about $1.08 billion in FY ’22. On taxes, our fiscal ’22 GAAP and cash rates are anticipated to be in the range of 21% to 24% and the adjusted tax rate will be a few points higher and in the range of 26% to 28%. On the share count, we expect our weighted average shares outstanding will increase by about 800,000 shares to 59.2 million in FY ’22 and that assumes no buybacks occur during the fiscal year.

Similar to prior years, the increase in shares outstanding is due to employee stock options that vested at the end of our FY ’21. With regard to liquidity, we expect to continue running free cash flow positive throughout FY ’22. As we traditionally defined our free cash flow from operations at TransDigm which as a reminder, is our EBITDA As Defined less debt interest payments, less capex, less cash taxes, we expect this metric to be in the $1 billion area, maybe a little better in fiscal ’22. Assuming no M&A, no dividends or share repurchases and no additional debt capital markets activities, this free cash flow generation, together with a higher EBITDA figure, should the COVID rebound continue, will likely reduce our net debt to EBITDA ratio to something more like 6 times at the end of fiscal ’22 versus the current 7 times level.

Finally, one last note on the DoD Inspector General audit. As we mentioned previously, we’ve been actively engaged with the IG office with some ebbs and flows and this engagement is now complete. In our best assessment and based upon what we saw, this audit appeared to be similar in scope to prior audits. While it’s difficult to know exactly when a final report will be issued publicly, we expect that this could happen any day now, very likely during the first quarter of our fiscal ’22.

With that, I’ll turn it back to the operator to kick off the Q&A.

Questions and Answers:

Operator

[Operator Instructions] Our first question comes from the line of Noah Poponak from Goldman Sachs. Your question please.

Noah Poponak — Goldman Sachs and Co. — Analyst

Hi, good morning everybody.

Kevin Stein — President, Chief Executive Officer and Director

Good morning, Noah.

Mike Lisman — Chief Financial Officer

Good morning.

Noah Poponak — Goldman Sachs and Co. — Analyst

Could you spend a little bit more time on the 47% EBITDA As Defined margin target for next year? How do we bridge from the $49.7 million [Phonetic] exit rate of this year? I know there’s a little bit of seasonality, but if I look at all the data, historically, it’s not that seasonal and it looks like you’ll be mixing up based on your end market growth rate comments.

Kevin Stein — President, Chief Executive Officer and Director

It’s possible, Noah, that we could mix up, it’s possible that we’re being conservative. I think there was some good news that happened in Q4 in terms of market mix and our performance. We’re trying to be reasonable and transparent in what we see. There’s a lot of unknowns that have to come to pass in terms of the commercial aftermarket bookings for this to all play out. So that’s the angle we took in what we rolled up from our teams and think that it makes sense for us right now. If it’s conservative that’ll be great. We would love to beat that.

Noah Poponak — Goldman Sachs and Co. — Analyst

Okay. Sensible. And then Mike, on the cash flow inputs for next year, you had the working capital headwind this year, maybe just help us out with how that changes next year? And then capex that number as a percentage of revenue is fairly high relative to where you’ve been historically, what’s behind that?

Mike Lisman — Chief Financial Officer

Sure. So first on the working capital. You’ll see when we published that 10-K later today, I don’t think you have the full cash flow detail yet, but AR did tick up a bit this quarter, about $100 million went back into accounts receivable. We knew that was going to happen, as a reminder from peak to trough about $100 million came out of accounts receivable during COVID. So that’s going to have to go in as we go back in, as we go through the rebound here. It did tick up this year over the past couple of quarters. As you know, this last quarter was $100 million that’s going to continue into FY ’22, ultimately how much goes back into AR and the pace at which that happens depends on the pace of the recovery, but we do expect it to be a use of cash on the order of at least $100 million during our FY ’22, potentially more. That’d be a good problem to have by the way, I mean if the commercial markets rebound and we have to invest more in AR, we’re happy to do that. We certainly — we have the cash. And then, sorry, your second question was on capex I think?

Noah Poponak — Goldman Sachs and Co. — Analyst

That’s right. Yes.

Mike Lisman — Chief Financial Officer

We put out a range of $135 million to $155 million today. It is slightly higher on a percentage basis. It’s tied to some one-time projects at some of our op units. As you know, our first use of cash is to go and deploy it into our own businesses to help them grow and we’re just doing some of that with some large one-time projects, select op units.

Noah Poponak — Goldman Sachs and Co. — Analyst

Thank you.

Operator

Thank you. Our next question comes from the line of Robert Stallard from Vertical Research. Your question please.

Robert Stallard — Vertical Research Partners — Analyst

Thanks so much and good morning.

Kevin Stein — President, Chief Executive Officer and Director

Good morning.

Jorge L. Valladares — Chief Operating Officer

Good morning.

Mike Lisman — Chief Financial Officer

Good morning.

Robert Stallard — Vertical Research Partners — Analyst

Kevin, first question, have you seen any supply chain issues or labor issues this quarter?

Kevin Stein — President, Chief Executive Officer and Director

Jorge, you want to take that one.

Jorge L. Valladares — Chief Operating Officer

Sure. So, we’ve started to see some of the pushing out of lead times from the supply chain, primarily focused on electronic components. It’s been spotty, nothing too significant at this point, but in all likelihood, this will get worse before it gets better.

Robert Stallard — Vertical Research Partners — Analyst

And just a quick follow-up on that maybe. As you look at how this could pan out in in 2022. you’ve built some sort of contingency for these issues into that EBITDA margin guidance?

Kevin Stein — President, Chief Executive Officer and Director

I don’t think we have, but this is part of the, I guess conservatism. So, we try to be conservative as we forecast going forward. We haven’t specifically allotted anything to supply chain disruption, but I think it is part of our belief that this could be an issue for us as we go forward, as Jorge mentioned, specifically on electronic components and those types of parts, we’re seeing some supply difficulty. In terms of inflationary pressures, I think we’d all agree that we will look to pass those along as we always have. We don’t eat inflation in that regard.

Robert Stallard — Vertical Research Partners — Analyst

Okay, that’s great, thank you very much.

Operator

Thank you. Our next question comes from the line of Myles Walton from UBS. Your question please.

Myles Walton — UBS — Analyst

Thanks. Maybe just a margin question again for a second. Mike, I think you mentioned the divestiture still in the ’21 guidance that you’d be anniversarying in ’22, it looks like that alone is 70 basis points of assistance on EBITDA margin. So, I mean, not to beat a dead horse here, but it sounds like there’s a healthy amount of conservatism in the 47% unless you want to [Speech Overlap]

Kevin Stein — President, Chief Executive Officer and Director

Well, on the margin guide, remember we also bought Cobham too, which kind of counteracts the divestitures the other way and cancels it out. So I think that kind of negates some of the impact that you mentioned in kind of.

Myles Walton — UBS — Analyst

Yeah, I think you said there’s about 0.5% drag to it? Was that 0.5% for the quarter or for the year, just [Speech Overlap]

Kevin Stein — President, Chief Executive Officer and Director

That’s since FY ’22 versus what it would have been had we not the Cobham Aero Connectivity business.

Myles Walton — UBS — Analyst

Got it. And what was it in the quarter?

Kevin Stein — President, Chief Executive Officer and Director

On the quarter I think it was about — close to a 1%, just below a 1%, couple of times below.

Myles Walton — UBS — Analyst

Okay, perfect. And then within the aftermarket growth rate range, the 20% to 30%, Kevin, is there figure of merit that you’re using to ballpark that? Is that a sequential growth that’s underlying, is that a traffic growth, any [Speech Overlap]?

Kevin Stein — President, Chief Executive Officer and Director

Well, I think it’s traffic growth related. And I think we’re counting on that largely being U.S., Europe related. We’ll have to see how it unpacks around the globe. As you guys all know, we don’t have geographical Information along those lines, but we will continue to monitor this closely. If the traffic patterns come along, like we believe they might then the 20% to 30% planning, and I emphasize planning, it’s difficult to issue that as guidance when, as you know, aftermarket bookings tend to be book and ship, you don’t have as much visibility. So, this is for planning purposes and every business will have a slightly different plan along those lines, but we try to give you a roll-up of the range that will be based I think largely on take-off and landing activity.

Myles Walton — UBS — Analyst

Okay, all right, thank you.

Operator

Thank you. Our next question comes from the line of Ken Herbert from RBC. Your question please.

Ken Herbert — RBC — Analyst

Yeah, hi, good morning. I wanted to follow-up, Kevin on the discussion on the commercial aftermarket. I know your sequential growth has been a little lumpy over the last three quarters, but considering your comment on sort of book and ship and the bookings pace, how should we think about the sequential growth here into the fiscal first quarter of ’22?

Kevin Stein — President, Chief Executive Officer and Director

Well, I think we’re concerned about the first quarter only, I guess, concern, too strong of a word. We always see a normal dip in sequential from Q4 to Q1 given the less days. So I think we were always concerned that the market doesn’t accurately predict that. To give you some reason to believe in what we’re saying, the bookings came out for Q4 very strong and we booked ahead of shipments that’s as encouraging for us clearly and means that we’re setting ourselves up for a strong position into ’22. But Q1 is always a little bit weaker because of seasonal performance.

Ken Herbert — RBC — Analyst

Okay, that’s helpful. And again, as we think about the up, call it 25% for your planning purposes for the aftermarket for the year, what are your assumptions on travel say and take-offs and landings in Asia or in international markets? I know you don’t have great visibility internationally, but are you anticipating a significant recovery in these numbers in international? I’m just trying to get some of the puts and takes in that 20% to 30% planning range?

Kevin Stein — President, Chief Executive Officer and Director

Well. And you’ve really zeroed in on why we struggle to give guidance on these numbers because I don’t have that visibility. I don’t understand where it’s going to come from. This comes as a roll-up from all of our teams who tell us what they think they see happening in the marketplace based on what the customers are telling them. It is not — it’s not so easy for me to predict by region, by platform. So, we don’t and that’s why I’m giving you some planning guidance that what we’re planning on should happen, but how it actually gets to us, we don’t — it’s not so clear, where the orders are and where the shipments are and therefore what traffic needs to look like and is the recovery in China does that happen. What we’re counting on is a consistent steady recovery like what we’ve seen and that should give us these kinds of aftermarket improvement numbers.

Ken Herbert — RBC — Analyst

Great. Well, thank you very much.

Kevin Stein — President, Chief Executive Officer and Director

Sure.

Operator

Thank you. Our next question comes from the line of Kristine Liwag from Morgan Stanley. Your question please.

Kristine Liwag — Morgan Stanley — Analyst

Hey, good morning guys.

Kevin Stein — President, Chief Executive Officer and Director

Good morning.

Mike Lisman — Chief Financial Officer

Good morning.

Kristine Liwag — Morgan Stanley — Analyst

All right. Kevin, Mike. The business was free cash flow positive even at the depths of COVID and considering the defensibility of the business model, how are you thinking about maximum leverage that the balance sheet can support versus what you would have thought pre-COVID? And can you discuss your appetite for large versus small deals?

Mike Lisman — Chief Financial Officer

Sure. On leverage, we don’t anticipate any kind of change. If you went back to the pre-COVID two-year period and averaged the quarterly net debt to EBITDA levels, you get about 6.0 times almost exactly. We’re comfortable operating at that level. Some of the debt incurrence test and other things in our credit agreement are based off operating at that level and we’re comfortable with it. If anything, this pandemic as you said has kind of proven that the business is very durable from a free cash flow standpoint and could probably sustain more leverage than historical level we’ve run it at, but we do want to keep some firepower for M&A at all times, including large deals.

Moving on to the second part of your question. Large deals, as Kevin mentioned, we’re more active now on the M&A side at the small-to-mid size range, but there are also obviously some large potential transactions that we track from time to time both on the strategic side, but then also big divestitures that could maybe come out of some of the peers of ours in the aerospace industry. So we’re always looking and always on the hunt, as you know, whether it’s large or small where we’re targeting M&A of all sizes from kind of the really low TEV range, below $100 million, up to a $2 billion.

Kristine Liwag — Morgan Stanley — Analyst

I see. And if I could do a follow-up, I mean, looking at the Esterline deal, you found some jewels in there and you’re also divested some businesses that may not have necessarily fit the TransDigm model. Would you think about the opportunities for large deals? What kind of threshold are you looking at in terms of what you want to keep versus what you want to divest in terms of your appetite for pursuing some of these large deals that may not be 100% TransDigm?

Kevin Stein — President, Chief Executive Officer and Director

Yes, it’s hard to put an exact percentage on something like that. Ultimately, it depends on the on sale risk. Right? If there was something where it was maybe 50/50 and you had someone who wanted to buy the other 50% that’s a different situation than Esterline where we sold roughly a quarter of it. So, it’s hard to answer that question, but obviously the Esterline transaction proved to us that we can go and buy something that’s not a 100% fit the day we own it, but then execute on M&A in the year or two post deal close to shape it down to the portfolio that we want to own forever and long term. So we do look at M&A situations like that going forward.

Kristine Liwag — Morgan Stanley — Analyst

Thanks for the color.

Operator

Thank you. Our next question comes from the line of David Strauss from Barclays. Your question please. Hello, David, phone on mute.

David Strauss — Barclays — Analyst

Sorry about that. Can you hear me now?

Kevin Stein — President, Chief Executive Officer and Director

Yes.

Mike Lisman — Chief Financial Officer

Yes.

David Strauss — Barclays — Analyst

Okay, great, thanks. So, Kevin, appreciate the color there on Meggitt, just wanted to ask you about the fact that you were willing to entertain the idea of potentially getting involved in Meggitt given what appears to be pretty high valuations. What does that say about kind of the pipeline, the ability to find large aero deals for you guys from here?

Kevin Stein — President, Chief Executive Officer and Director

Well, the — at the end of the day, the market says what a property is worth. And it’s up to us to follow what the market says we have to pay. We are looking for highly engineered proprietary aerospace products that have aftermarket access. The size of those businesses doesn’t matter as much as we want to identify those and get them into the fold we believe that we can invest in those businesses and make them stronger. We’re not looking for bigger and bigger deals.

Our target is to acquire $50 million to $100 million a year, that’s what works in our model and allows us to keep generating the kinds of value returns that we do. We’re not getting overly fixated on doing a large deal, but when they come along, we certainly look at them, we evaluate them and in the ones that we’ve proceeded with, I think we’ve done pretty well. The market looks — it’s definitely picking up in activity and it’s always hard to predict when a close will happen, but we are seeing some interesting activity right now and it’s encouraging.

David Strauss — Barclays — Analyst

Okay, thanks for that and just talk about where you are today from a headcount perspective? How much do you think you’ve taken out kind of in structural costs through this and where you think you ultimately need to take headcount back to kind of assuming we get back to pre-pandemic levels for your business and call it 2023?

Kevin Stein — President, Chief Executive Officer and Director

Yes, I don’t have the numbers in front of me. Jorge can comment on that. But I think, we are very disciplined in our approach to adding back and that is one of the hallmarks of our operations discipline. Jorge, you want to expand on that?

Mike Lisman — Chief Financial Officer

Yes, I would add. The teams have done a lot of heavy lifting in terms of restructuring and productivity focus. The last 12 months we’re pretty comfortable with the resource level that we currently have. I think as most of you know as the commercial aftermarket rebounds that’s not as heavy in terms of labor requirements or resource requirements. So I think I’m pretty comfortable of where the teams are at. They’ve done a great job and now we just need the market to recover.

David Strauss — Barclays — Analyst

All right. Thanks very much.

Kevin Stein — President, Chief Executive Officer and Director

Operator?

Operator

Thank you. [Operator Instructions] Our next question comes from the line of Seth Seifman from JP Morgan. Your question please.

Seth M. Seifman — JP Morgan — Analyst

Hey, thanks very much. Good morning.

Kevin Stein — President, Chief Executive Officer and Director

Good morning.

Seth M. Seifman — JP Morgan — Analyst

I was wondering in the OE end market, heard the comment about the expectations for this coming year and kind of certainly expect the growth to pick up there. But just in terms of thinking about the phasing of growth at TransDigm and how that relates to where we are in the build cycle? We’ve started to see some other companies some OE growth kind of happening already as Boeing, Airbus have have picked up especially on the narrow-body rates kind of ahead of that growth and then certainly on kind of the — on the business jet side and it look like you guys were kind of low single digit or flattish on both of those guys — both sides of that. So how do you think about the trajectory there and how you’re going to sort of relate to the progress in build rates?

Kevin Stein — President, Chief Executive Officer and Director

Yes. In general, we found that the OEMs in the Tier 1s were a little bit slow to respond in mid-year 2020 as the pandemic was ramping up. So we believe there’s some natural inventory destocking continuing to go on. The orders are starting to come in, as I mentioned, the bookings were up in the commercial OE in Q4. So that’s a positive indicator. I don’t have the details in terms of how it lays in across fiscal year 2022, but we don’t think there’s any significant issue there. It’s just the timing and the lag of the OEMs shutting off the valve, if you will, on the supply in 2020 and now as they continue to ramp up in production.

Seth M. Seifman — JP Morgan — Analyst

Great, thanks. And then just as a quick follow-up in the defense end market. I think last year you guys ended up towards the higher end of the initial range that you gave. Is there anything to be aware of for this year that might determine either on the plus side or the minus side where things end up in defense?

Kevin Stein — President, Chief Executive Officer and Director

No, I think the guidance that we provided is reasonable as you guys might know. And remember the defense markets in general have been very strong over the past two to three years. They can be lumpy in nature in terms of the bookings. So, I think the guidance that we’re providing is within a reasonable range.

Seth M. Seifman — JP Morgan — Analyst

Great. Thanks very much.

Operator

Thank you. Our next question comes from the line of Peter Ostling from Truist Securities. Your question please.

Peter Ostling — Truist Securities — Analyst

Hey, good morning. This is Pete on for Mike Ciarmoli. Thanks for taking my questions. I first had a question on the aftermarket. Have there been any product categories that have been particularly strong or weak? I’m just wondering what you’ve been seeing on airline spending priorities. And then also what you’re seeing in the pricing environment in aftermarket?

Kevin Stein — President, Chief Executive Officer and Director

Yes, I think in general, our passenger submarket, which is our largest submarket has been strong, as well as the cargo as I noted in Q4 and sequentially ramped up across 2021. I don’t think we have any data that would point it to a specific type of product or application. Generally, the airlines are starting to increase their flight schedules, which is positive and they’re ordering spares based on needs.

Peter Ostling — Truist Securities — Analyst

Thank you. And then just to follow up on financial guidance. Just wondering what are the key improvements or catalysts that you might be looking for in the coming periods in the overall market if you’d have the confidence and the visibility to provide full financial guidance?

Kevin Stein — President, Chief Executive Officer and Director

I think it’s market recovery, international markets, people flying again on an international scale and continued domestic travel. We know that business travel isn’t a huge percentage of overall flights, but still very important to airlines in how they gear up their fleets and capacitize. So this is what we’d be looking at is acceptance and continued international flight activity, more domestic recovery in other pockets around the world to look more similar to where the U.S. is, which is very close within 10% to 20% of what it was pre-COVID. So, I think those are the things we’re looking at and there’s still a lot of unknowns.

You see the China’s traffic activity bounce around quite a bit every couple of months. They are shutting down and then coming back. These are the things that don’t give us the confidence to give guidance, but we know that the market continues to improve and move forward at a steady rate. Does that answer your question.

Peter Ostling — Truist Securities — Analyst

Yes, it does. Thank you for taking the question.

Kevin Stein — President, Chief Executive Officer and Director

Sure.

Operator

Thank you. Our next question comes from the line of Sheila Kahyaoglu from Jefferies. Your question please.

Sheila Kahyaoglu — Jefferies — Analyst

Hi, good morning, guys and thanks for the time. Maybe I’ll start off on EBITDA profitability going forward just in the absence of any major M&A and pretty good performance in the quarter. How do we think about medium-term EBITDA profitability levels is 50% the new level? And then if you could just comment on expectations for free cash flow conversion?

Mike Lisman — Chief Financial Officer

Yes, I don’t think we want to get and — go and provide any long-term guidance. I think you know generally just from our Analyst Day and — if we execute on the value drivers, EBITDA margin to TransDigm should improve by about 1 percentage point per year. As we come out of COVID, there is a potential that that gets kind of mixed up a bit and maybe you do better if you mix more towards commercial aftermarket, but over a long span of several years, it should continue to improve for the base business, absent M&A by about 1 percentage point per year.

Sheila Kahyaoglu — Jefferies — Analyst

Okay. Cool. And then I wanted to follow up on a different question earlier. You mentioned the IG report came tell close, which is a big accomplishment. Was there any impact to defense during that time? And then as your peers have had softer defense volumes, are there certain areas that you’re watching just as caution areas in defense?

Kevin Stein — President, Chief Executive Officer and Director

I think there’s a potential for some disruption on the IG side as the report comes out, just with the government purchasing maybe slowing down a little bit. We did see some of that in the past, but remember of the defense bucket, the direct to government isn’t all that significant. Right? We also sell more product internationally in the Tier 1. So, it doesn’t comprise all of that bucket, but we do potentially expect some slowdown as the report comes out here. Yes, it’s possible, but we anticipate a similar process to — or a similar conclusions to last time, we’ll see as we’re still in the dark on the reports and some of its details. We’ve had a very cooperative I think work process going on with the IG and the DoD and I think we’re in a good place. But we’re anxious to get the report issued and move on with business.

Sheila Kahyaoglu — Jefferies — Analyst

Okay, thank you.

Operator

Thank you. Our next question comes from the line of Matt Akers from Wells Fargo. Your question please.

Matthew Akers — Wells Fargo — Analyst

Yes. Hey, good morning. Thanks for the question. I think a commercial aftermarket, do you think that there’s still sort of a pent-up demand there for maintenance like just airlines sort of deferred stuff during COVID and now got to catch up? Are we sort of — just sort of behind at this point?

Kevin Stein — President, Chief Executive Officer and Director

Yes. I mean — I think there’s been speculation out there in terms of the airlines trying to prioritize certain maintenance activities. It’s hard for us to know. We don’t get visibility on the inventory levels at the airlines. I think just the general improvement in the marketplace and more planes flying have led to some of the improvements we’ve seen across the whole fiscal year of 2021 and as Kevin and Mike noted, we again expect some sequential improvement from quarter to quarter as we go through fiscal year 2022.

Matthew Akers — Wells Fargo — Analyst

Got it, okay. And I guess just — I mean does the higher fuel prices — I mean are your customers talking about that as they sort of have this large parked fleet and as they decide whether they want to keep those with that higher fuel price factor, is that decision that you’ve heard or is that not really come up?

Kevin Stein — President, Chief Executive Officer and Director

I don’t think we’ve heard anything specific to decisions, the airlines might be making regarding the higher fuel costs. I haven’t heard anything from our teams.

Matthew Akers — Wells Fargo — Analyst

Got it. Okay, thanks.

Operator

Thank you. Our next question comes from the line is a follow-up from Noah Poponak from Goldman Sachs. Your question please.

Noah Poponak — Goldman Sachs and Co. — Analyst

Kevin, your comment that we should not be looking for share repurchase or a special dividend in the next quarter. Can we interpret that to mean you see a reasonable likelihood of acquisition activity in that period of time? And then if that doesn’t play out, how quickly do you start to consider share repurchase or a special dividend?

Mike Lisman — Chief Financial Officer

So, we don’t want to — we can’t later on when acquisitions will happen. We always and if this goes back to what I said earlier in the uses of capital, fund your own internal investment and payback, look for acquisitions and then of course look to get that cash back, we will look to do that, of course, in the appropriate process that we always go through. We can’t speculate on when acquisitions what might come along or not. We just know that right now from paying out a dividend or buying back shares we’re still in a little bit of a wait until next quarter. Does that make sense?

Kevin Stein — President, Chief Executive Officer and Director

Okay. Yes, I just wasn’t sure how specific that was versus taking it quarter-by-quarter? Yes, I think next quarter is a decision point for us.

Noah Poponak — Goldman Sachs and Co. — Analyst

Okay, makes sense. And then the commentary on bookings ahead of shipments by end market. Do you happen to have the numbers on exactly where the book-to-bill is by end market in the quarter and year?

Mike Lisman — Chief Financial Officer

No, I don’t have the exact numbers.

Noah Poponak — Goldman Sachs and Co. — Analyst

Okay, no problem. Thank you.

Operator

Thank you. Our next question comes from the line of Gautam Khanna from Cowen and Company. Your question please.

Gautam Khanna — Cowen and Company — Analyst

Hey. Yes, thank you. Just to follow up on a couple of questions. Noah’s last one. On the book-to-bill in the aftermarket, it looks like for three quarters, we had bookings ahead of shipments and there are two questions related to that, one our all shipments at some point booked therefore the book-to-bill is actually a relevant metric. And second, what’s going on there, it looks like you’ve been creating backlog. I’m just curious like is that what’s happening, you’re seeing orders for delivery, customers want the product, but not immediately. Is that — like is it a duration stretched to the backlog that you’re seeing in the aftermarket? That’s my first question.

Kevin Stein — President, Chief Executive Officer and Director

I think for sure aftermarket orders for more immediate shipments, but that doesn’t mean there are all due tomorrow. So there is still a little bit of a range over when these things are due that’s why it bleeds over quarter-to-quarter. In general, I think we’re optimistic because we see bookings continue to improve and that means growth in aftermarket as we go forward and why we’re planning on 20% to 30% possible aftermarket growth.

Gautam Khanna — Cowen and Company — Analyst

Fair enough. And just to that point. So, you’re actually probably seeing some visibility beyond the December quarter in terms of shipments at this point in the aftermarket and is that unusual?

Kevin Stein — President, Chief Executive Officer and Director

That’s a fair comment. I don’t think it’s unusual. In a steady state, we have airlines and distribution partners that will book some near-term and they also give us and the team some visibility on mid and longer-term needs.

Gautam Khanna — Cowen and Company — Analyst

Okay. But every booking — every shipment ultimately had a book, correct?

Kevin Stein — President, Chief Executive Officer and Director

Yes, that is correct.

Gautam Khanna — Cowen and Company — Analyst

Okay. Thank you so much, just want to make sure on the nomenclature. And then the other thing just to follow up on the earlier question. Supply chain, did it actually impede your ability to deliver some sales? Did you leave some sales on the table or other delinquencies and if so can you quantify how much of an catch-up opportunity that might be in fiscal ’22?

Kevin Stein — President, Chief Executive Officer and Director

Yes, I would say there was nothing material. In terms of what was left at the dock, if you will. There’s some noise here and there, had a couple of operating units, but I don’t think it provides a big tailwind as we go into FY ’22.

Gautam Khanna — Cowen and Company — Analyst

Okay and last one. I’m sorry. I think Jorge you may have mentioned and the next year at a 60% or roughly at 6 times net debt to EBITDA with the $1 billion of free cash. So the math is somewhere around $2.4 billion of adjusted EBITDA on that basis. Is that what you were trying to convey or are we just talking around numbers there?

Kevin Stein — President, Chief Executive Officer and Director

We’re not giving guidance on the denominator there, we’re simply trying to give you rough sense for the deleveraging by about a turn per year. But if you’re trying to dial in and back into the EBITDA guide or something, we’re — don’t do it because you’re not going to get at the right step.

Mike Lisman — Chief Financial Officer

The way we look at this is when the orders come in, deliver them quicker and more reliably than anyone and we will generate the returns and value generation we’re used to, you’re used to. There’s no company you can count on to do that more reliably than us. Yes, we’re just trying to communicate that there is still always puts and takes in lumps in this business.

Gautam Khanna — Cowen and Company — Analyst

I appreciate it guys. Thank you.

Operator

Thank you. Our next question comes from the line of Hunter Keay from Wolfe Research. Your question please.

Hunter Keay — Wolfe Research — Analyst

Hey, thanks. Just a couple of quick ones for you, Mike. The first one is how much are you budgeting internally for Transdigm business travel spend next year relative to pre-COVID?

Mike Lisman — Chief Financial Officer

We’re stepping up a little bit, but not quite to pre-COVID levels. I don’t have the exact stats in front of me. It’s not quite back to ’19 levels, but it’s more than ’20. For the most part, all of our folks here are back to travel, whether it’s M&A people pound in the pavement looking for deals or internal audit folks going out to op units to do their work. We’re not holding back at all here. It’s pretty much full go where we typically be, but it’s slightly reduced headcount levels.

Kevin Stein — President, Chief Executive Officer and Director

Yes, business is usual, but some of our customers may be aren’t yet receiving us, but certainly within the company, we are back to normal.

Mike Lisman — Chief Financial Officer

Yes.

Hunter Keay — Wolfe Research — Analyst

Okay, all right, thanks. And then you mentioned a couple of projects on the capex line driving a little bit of higher spend. What are they> What business lines, is this defense, is this interiors, is it around freight? I mean what — just not going to giving it too much away, but what are the nature of these projects? Thanks.

Mike Lisman — Chief Financial Officer

Yes, I mean, generally, we don’t give that kind of detail, I could say, as we continued to adjust our resource levels that puts additional pressures on increasing production rates. So, we’ve got a few teams investing in new technologies for automation projects. And then a handful of other projects across the ranch.

Kevin Stein — President, Chief Executive Officer and Director

But the lion’s share of this is productivity and new business. It is not infrastructure, nice to haves kind of stuff. We’re investing for payback and return and that at the end of the day is the most important part of what we evaluate is or what returns are we expecting as we invest a little more or less. We have to make sure we’re still capturing those returns.

Hunter Keay — Wolfe Research — Analyst

Okay, thank you very much.

Operator

Thank you. Our next question comes from the line of Elizabeth Grenfell from Bank of America. Your question please.

Elizabeth Grenfell — Bank of America — Analyst

Hi, good morning.

Kevin Stein — President, Chief Executive Officer and Director

Good morning.

Elizabeth Grenfell — Bank of America — Analyst

Good morning. Everything about your comments and your expectations for aftermarket next year, how are you thinking about retirement with regards to that expectation?

Mike Lisman — Chief Financial Officer

We’re not — as the teams put together their individual plans, we’re not projecting a significant impact as a result of retirements in 2022.

Jorge L. Valladares — Chief Operating Officer

Yes. As you know retirements have been very slow and I think that has something to do with the stability of OEM supply and a ramp-up in demand that doesn’t allow retirements. Yes, we — I think that answers the question.

Elizabeth Grenfell — Bank of America — Analyst

Okay, great, thank you very much. Thank you. This does conclude the question-and-answer session of today’s program. I’d like to hand the program back to Jaimie Stemen for any further remarks.

Jaimie Stemen — Director of Investor Relations

Thank you all for joining us today, this concludes today’s call. We appreciate your time. Have a good day.

Operator

[Operator Closing Remarks]