ROC
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________, ____ to _______________, ____
Commission File Number:
(Exact name of registrant as specified in its charter)
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of April 30, 2026, the registrant had
Table of Contents
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PART I. |
3 |
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Item 1. |
3 |
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Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 |
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Condensed Consolidated Statements of Income for the three months ended March 31, 2026 and 2025 |
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Condensed Consolidated Statements of Equity for the three months ended March 31, 2026 and 2025 |
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Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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25 |
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2
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Loar Holdings Inc.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands except share amounts)
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March 31, 2026 |
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December 31, 2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Inventories |
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Other current assets |
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Income taxes receivable |
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Total current assets |
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Property, plant and equipment, net |
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Finance lease assets |
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Operating lease assets |
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Other long-term assets |
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Intangible assets, net |
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Goodwill |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders' equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Current portion of long-term debt, net |
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Current portion of finance lease liabilities |
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Current portion of operating lease liabilities |
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Income taxes payable |
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Accrued expenses and other current liabilities |
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Total current liabilities |
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Deferred income taxes |
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Long-term debt, net |
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Finance lease liabilities |
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Operating lease liabilities |
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Other long-term liabilities |
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Total liabilities |
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Stockholders' equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Loar Holdings Inc.
Condensed Consolidated Statements of Income
(Unaudited, in thousands except per common share amounts)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Net sales |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling, general and administrative expenses |
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Transaction expenses |
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Operating income |
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Interest expense, net |
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Income before income taxes |
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Income tax provision |
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( |
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Net income |
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$ |
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$ |
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Net income per common share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Loar Holdings Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, in thousands)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Net income |
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$ |
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$ |
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Cumulative translation adjustments |
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( |
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Comprehensive income |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Loar Holdings Inc.
Condensed Consolidated Statements of Equity
(Unaudited, in thousands)
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Common Stock |
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Shares |
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Amount |
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Additional Paid-in Capital |
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Retained |
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Accumulated Other Comprehensive Loss |
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Total Equity |
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Balance, January 1, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Exercise of stock options |
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— |
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— |
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— |
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Cumulative translation adjustments |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance, March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Common Stock |
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Shares |
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Amount |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Accumulated Other Comprehensive Loss |
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Total Equity |
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Balance, January 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Cumulative translation adjustments |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance, March 31, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Loar Holdings Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
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Amortization of intangible and other long-term assets |
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Amortization of debt issuance costs |
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Recognition of inventory step-up |
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— |
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Stock-based compensation |
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Deferred income taxes |
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Non-cash lease expense |
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Changes in assets and liabilities, net of acquisitions: |
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Accounts receivable |
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( |
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( |
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Inventories |
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( |
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( |
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Other assets |
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( |
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( |
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Accounts payable |
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Income taxes (receivable) payable |
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( |
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Accrued expenses and other current liabilities |
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( |
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Operating lease liabilities |
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( |
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Net cash provided by operating activities |
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Investing activities |
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Capital expenditures |
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Payment for acquisitions, net of cash acquired |
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— |
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Net cash used in investing activities |
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( |
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Financing activities |
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Net proceeds from issuance of common stock |
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— |
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Proceeds from issuance of long-term debt |
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— |
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Payments of long-term debt |
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( |
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— |
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Financing costs |
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( |
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— |
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Payments of finance lease liabilities |
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( |
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( |
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Net cash provided by (used in) financing activities |
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( |
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Effect of translation adjustments on cash and cash equivalents |
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( |
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Net increase in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash, beginning of period |
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Cash, cash equivalents and restricted cash, end of period |
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$ |
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$ |
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Supplemental information |
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Interest paid during the period, net of capitalized amounts |
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$ |
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$ |
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Income taxes paid during the period, net |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Loar Holdings Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
As used in this Quarterly Report on Form 10-Q, unless expressly stated otherwise or the context otherwise requires, the terms “Loar,” the “Company,” “we,” “us” and “our” refer to Loar Holdings Inc. and its subsidiaries, collectively.
Principles of Consolidation
The financial information included herein is unaudited; however, the information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s condensed consolidated financial statements for the interim periods presented. These financial statements and notes should be read in conjunction with the financial statements and related notes for the year ended December 31, 2025 included in Loar Holdings Inc.'s Annual Report on Form 10-K filed on March 2, 2026. As disclosed therein, the Company’s annual consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (GAAP). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). The December 31, 2025 condensed consolidated balance sheet was derived from Loar Holdings Inc.’s audited financial statements for the year then-ended. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year.
Reclassifications
A reclassification has been made to the prior year's condensed consolidated statement of cash flows to conform with the current year's
presentation. This reclassification has resulted in no changes to the Company's condensed consolidated results of operations, financial
position or operating or total cash flows.
Recent Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance requires disaggregated information about certain income statement costs and expenses for public entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories within the notes to the financial statements. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities. The ASU establishes guidance on the recognition, measurement, presentation and disclosure of a government grant received by a business entity. The guidance is effective for fiscal years beginning after December 15, 2028, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.
2. Acquisitions
Harper Engineering Company
On
The total purchase price was allocated to the underlying assets acquired and liabilities assumed based upon the estimated fair values at the date of acquisition in accordance with Accounting Standards Codification (ASC) 805, Business Combinations.
8
Assets acquired: |
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Current assets |
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$ |
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Property, plant and equipment |
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Other assets |
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Intangible assets |
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Goodwill |
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Total assets acquired |
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Liabilities assumed: |
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Current liabilities |
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Operating lease liabilities |
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Contingent consideration liability |
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Total liabilities assumed |
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Net assets acquired |
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$ |
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Inventory was recorded at its estimated fair value, which represented an amount equivalent to estimated selling price less
fulfillment costs and a normative selling profit. The increase in fair value of inventory from the acquisition was approximately
$
Goodwill is primarily attributable to the assembled workforce and expected synergies with other existing companies, combined
with the industry operating expertise of management. These are among the factors that contributed to a purchase price that
resulted in the recognition of goodwill. Goodwill is deductible for tax purposes.
The results of operations of Harper Engineering are included in the Company’s consolidated financial statements for the period subsequent to the completion of the acquisition. Harper Engineering contributed $
LMB Fans & Motors
On
of LMB Fans & Motors (LMB) for $
The total purchase price was allocated to the underlying assets acquired and liabilities assumed based upon the estimated fair values at the date of acquisition in accordance with Accounting Standards Codification (ASC) 805, Business Combinations.
Assets acquired: |
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Current assets |
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$ |
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Property, plant and equipment |
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Intangible assets |
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Goodwill |
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Total assets acquired |
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Liabilities assumed: |
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Current liabilities |
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Long-term liabilities |
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Deferred income taxes |
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Total liabilities assumed |
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Net assets acquired |
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$ |
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The initial accounting has been adjusted, including the measurement of the acquired tangible and intangible assets and liabilities, as well as the associated income tax considerations. The adjustments include a decrease to goodwill of $
9
Inventory was recorded at its estimated fair value, which represented an amount equivalent to estimated selling price less
fulfillment costs and a normative selling profit. The increase in fair value of inventory from the acquisition was approximately
$
Goodwill is primarily attributable to the assembled workforce and expected synergies with other existing companies, combined
with the industry operating expertise of management. These are among the factors that contributed to a purchase price that
resulted in the recognition of goodwill. Goodwill is not deductible for tax purposes.
The results of operations of LMB are included in the Company’s consolidated financial statements for the period subsequent to the
completion of the acquisition.
Pro forma financial information (Unaudited)
The pro forma information below gives effect to the LMB acquisition as if it had been completed on January 1, 2024, and the Harper Engineering acquisition as if it had been completed on January 1, 2025.
Had the acquisitions of LMB and Harper Engineering occurred on those dates, net sales on a pro forma basis for the three months ended March 31, 2026 and 2025 would have been $
3. Revenue Recognition
All revenue recognized in the condensed consolidated statements of income is considered to be revenue from contracts with customers.
Revenue is recognized in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services when control of the promised good or service is transferred to the customer. Substantially all of the Company’s revenue from contracts with customers is recognized at a point in time, which is generally upon shipment of goods to the customer.
The Company sells specialty aerospace components based on a customer purchase order, which generally includes a fixed price per unit. The Company satisfies the single performance obligation generally upon shipment of the goods, as this is when contractual control transfers to the customer and recognizes revenue at that point in time. Total revenues do not include taxes, such as sales tax or value-added tax, which are assessed by governmental authorities and collected by the Company.
Products are covered by a standard assurance warranty, generally extended for a period of 25 days to two years depending on the customer, which promises that delivered products conform to contract specifications. The Company does not offer refunds or accept returns, unless related to a defect or warranty related matter. The Company does not sell extended warranties and does not provide warranties outside of fixing defects that existed at the time of sale. As such, warranties are accounted for under ASC 460, Guarantees and not as a separate performance obligation.
Customers generally have payment terms between 30 and 90 days from the satisfaction of the performance obligations. As a practical expedient, the Company does not adjust the amount of consideration for a financing component, as the period between the transfer of goods or services and the customer’s payment is, at contract inception, expected to be one year or less.
10
Net sales by end market were as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Commercial Net Sales |
|
|
|
|
|
|
||
Commercial aerospace OEM |
|
$ |
|
|
$ |
|
||
Commercial aerospace aftermarket |
|
|
|
|
|
|
||
Total commercial aerospace |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Business jet & general aviation OEM |
|
|
|
|
|
|
||
Business jet & general aviation aftermarket |
|
|
|
|
|
|
||
Total business jet & general aviation |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Total commercial OEM |
|
|
|
|
|
|
||
Total commercial aftermarket |
|
|
|
|
|
|
||
Total commercial |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Defense Net Sales |
|
|
|
|
|
|
||
Total defense OEM |
|
|
|
|
|
|
||
Total defense aftermarket |
|
|
|
|
|
|
||
Total defense |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Other Net Sales |
|
|
|
|
|
|
||
Total other OEM |
|
|
|
|
|
|
||
Total other aftermarket |
|
|
|
|
|
|
||
Total other |
|
|
|
|
|
|
||
Net Sales |
|
$ |
|
|
$ |
|
||
Contract Liabilities
Contract liabilities, or deferred revenue, represent payments received in advance of the satisfaction of performance under the contract. The Company receives payments from customers based on established terms.
|
|
|
|
|
|
|
||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Contract liabilities, current (1) |
|
$ |
|
|
$ |
|
||
Contract liabilities, long-term |
|
|
|
|
|
|
||
Total contract liabilities |
|
$ |
|
|
$ |
|
||
(1) Included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.
During the three months ended March 31, 2026, the Company recognized approximately $
11
4. Inventories
Inventories consisted of the following (in thousands):
|
|
|
|
|
|
|
||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
5. Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
|
|
|
|
|
|
|
||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Land |
|
$ |
|
|
$ |
|
||
Buildings and improvements |
|
|
|
|
|
|
||
Machinery, equipment, furniture and fixtures |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Less: accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
|
|
$ |
|
||
There were
6. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
|
|
|
|
|
|
|
||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Compensation and related benefits |
|
$ |
|
|
$ |
|
||
Customer advances |
|
|
|
|
|
|
||
Professional fees |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
7. Long-Term Debt
The Company’s debt consisted of the following (in thousands):
|
|
|
|
|
|
|
||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Term loans |
|
$ |
|
|
$ |
|
||
Other |
|
|
|
|
|
|
||
Total debt |
|
|
|
|
|
|
||
Less: unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Total debt, net |
|
|
|
|
|
|
||
Less: current portion |
|
|
( |
) |
|
|
( |
) |
Long-term debt, net |
|
$ |
|
|
$ |
|
||
The Company’s long-term debt at March 31, 2026 consisted principally of borrowings under its Nineteenth Amendment to Credit Agreement, dated as of December 23, 2025, as amended from time to time (Credit Agreement) and West Virginia Economic Development Authority notes. The Credit Agreement is secured by substantially all of the assets of the Company.
12
On August 1, 2025, the Credit Agreement was amended to reduce the applicable margin by
On November 25, 2025, the Credit Agreement was amended to increase the Delayed Draw Term Loans commitment by an aggregate principal amount of $
On December 23, 2025, the Credit Agreement was amended to make available to the Company an incremental term loan in an aggregate principal amount equal to $
On January 21, 2026, the Company drew down $
The Credit Agreement requires the maintenance of a quarterly leverage ratio. There are also certain non-financial covenants in place limiting us from, among other things, incurring other indebtedness, creating any liens on our properties, entering into merger or consolidation transactions, disposing of all or substantially all of our assets and payment of certain dividends and distributions. The Company was in compliance with all financial and non-financial covenants of the Credit Agreement as of March 31, 2026.
The Credit Agreement requires mandatory prepayments of the principal amount if there is excess cash flow, as defined, during a calendar year.
The Credit Agreement permits voluntary principal prepayments, in whole or in part, with no premium for any prepayments made. Any voluntary loan prepayments are applied to reduce future scheduled installments of principal in the order specified by the Company, or if the Company does not specify, the prepayment is applied to reduce the scheduled installments of principal in direct order of maturity.
At March 31, 2026, there was $
8. Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, finance leases and debt. The carrying amounts of all financial instruments reported on the condensed consolidated balance sheets at March 31, 2026 and December 31, 2025 are considered to approximate fair value either due to the relatively short period of time between the origination of these financial instruments and their expected realization, or the interest rates associated with the debt obligations approximate current market rates.
9. Commitments and Contingencies
There are various lawsuits and claims pending against the Company incidental to its business. Although the final results of such suits and proceedings cannot be predicted with certainty, in the opinion of management, the ultimate liability, if any, will not have a material impact on the condensed consolidated financial statements.
10. Net Income per Common Share
Net income per common share was computed as follows (in thousands, except per common share amounts):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net income |
|
$ |
|
|
$ |
|
||
Denominator for basic and diluted earnings per common share: |
|
|
|
|
|
|
||
Weighted-average common shares outstanding - basic |
|
|
|
|
|
|
||
Effect of dilutive common shares |
|
|
|
|
|
|
||
Weighted average common shares outstanding—diluted |
|
|
|
|
|
|
||
Net income per common share—basic |
|
$ |
|
|
$ |
|
||
Net income per common share—diluted |
|
$ |
|
|
$ |
|
||
13
11. Income Taxes
At the end of each quarter, the Company makes an estimate of its annual effective income tax rate. The estimate used in the year-to-date period may change in subsequent periods.
The Company's effective income tax rate for the three months ended March 31, 2026 and 2025 was
The Company's effective income tax rate is higher than the federal statutory tax rate of 21% primarily due to the geographical mix of projected profits and non-deductible expenses. These impacts are partially offset by foreign-derived deduction eligible income and research and development tax credits.
12. Segment Reporting
The Company reports the results of its continuing operations in
The following table provides a reconciliation of the Company's segment Adjusted EBITDA to net income for the three months ended March 31, 2026 and 2025 (unaudited, in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net sales |
|
$ |
|
|
$ |
|
||
Significant segment expenses: |
|
|
|
|
|
|
||
Adjusted cost of sales (1) |
|
|
|
|
|
|
||
Adjusted selling, general and administrative expenses (2) |
|
|
|
|
|
|
||
Research and development costs (3) |
|
|
|
|
|
|
||
Adjusted EBITDA |
|
|
|
|
|
|
||
Recognition of inventory step-up (4) |
|
|
( |
) |
|
|
— |
|
Transaction expenses (5) |
|
|
( |
) |
|
|
( |
) |
Stock-based compensation (6) |
|
|
( |
) |
|
|
( |
) |
Acquisition and facility integration costs (7) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Interest expense, net |
|
|
( |
) |
|
|
( |
) |
Income tax provision |
|
|
( |
) |
|
|
( |
) |
Net income |
|
$ |
|
|
$ |
|
||
14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion in conjunction with our condensed consolidated financial statements including the related notes thereto, included elsewhere in this Quarterly Report on Form 10-Q.
This Quarterly Report on Form 10-Q contains both historical information and “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and 27A of the Securities Act of 1933, as amended. All statements other than statements of historical fact included that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements, including, in particular, the statements about our plans, objectives, strategies and prospects regarding, among other things, our financial condition, results of operations and business. We have identified some of these forward-looking statements with words like “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate” or “continue” and other words and terms of similar meaning. These forward-looking statements may be contained throughout this Quarterly Report on Form 10-Q. These forward-looking statements are based on current expectations about future events affecting us and are subject to uncertainties and factors relating to, among other things, our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Many factors mentioned in our discussion in this Quarterly Report on Form 10-Q, including the risks outlined under “Risk Factors,” will be important in determining future results. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including those described under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors,” of the Annual Report on Form 10-K. Since our actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements, we cannot give any assurance that any of the events anticipated by these forward-looking statements will occur or, if any of them does occur, what impact they will have on our business, results of operations and financial condition. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. We do not undertake any obligation to update these forward-looking statements, or the risk factors contained in this Quarterly Report on Form 10-Q, to reflect new information, future events or otherwise, except as may be required under federal securities laws.
Important factors that could cause actual results to differ materially from the forward-looking statements made in this Quarterly Report on Form 10-Q include but are not limited to: the almost exclusive focus of our business on the aerospace and defense industry; our heavy reliance on certain customers for a significant portion of our sales; the fact that we have in the past consummated acquisitions and our intention to continue to pursue acquisitions, and that our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations; and other factors. Refer to Part II, Item 1A included in this Quarterly Report on Form 10-Q and to Part I, Item 1A of the Annual Report on Form 10-K for additional information regarding the foregoing factors that may affect our business.
Overview
We specialize in the design, manufacture, and sale of niche aerospace and defense components that are essential for today’s aircraft and aerospace and defense systems. We focus on mission-critical, highly engineered solutions with high intellectual property content. Furthermore, our products have significant aftermarket exposure, which has historically generated predictable and recurring revenue.
The products we manufacture cover a diverse range of applications supporting nearly every major aircraft platform in use today and include auto throttles, lap-belt airbags, two- and three-point seat belts, water purification systems, fire barriers, polyimide washers and bushings, latches, interior securing devices, hold-open and tie rods, temperature and fluid sensors and switches, carbon and metallic brake discs, fluid and pneumatic-based ice protection, RAM air components, sealing solutions and motion and actuation devices, customized edge-lighted panels and knobs and annunciators for incandescent and LED illuminated pushbutton switches, high-performance fans and cooling devices, lighting, Human-Machine Interface products, and bespoke lighting systems, among others.
We primarily serve three core end markets: commercial, business jet and general aviation, and defense, which have long historical track records of consistent growth. We also serve a diversified customer base within these end markets where we maintain long-standing customer relationships. We believe that the demanding, extensive and costly qualification process for new entrants, coupled with our history of consistently delivering exceptional solutions for our customers, has provided us with leading market positions and
15
created significant barriers to entry for potential competitors. By utilizing differentiated design, engineering, and manufacturing capabilities, along with a highly targeted acquisition strategy, we have sought to create long-term, sustainable value with a consistent, global business model.
As a specialized supplier in the aerospace and defense component industry, we believe we are well positioned to deliver innovative, mission-critical solutions to a wide array of aerospace and defense customers. Our key competitive strengths support our ability to offer differentiated solutions to our customers. We have a portfolio of mission-critical, niche aerospace and defense components that we believe hold leading market positions. We have intellectual property-driven proprietary products and expertise in an industry with high barriers to entry. We are strategically focused on higher-margin aftermarket content. We have highly diversified revenue streams, and our diversification stretches across end-markets, customers, platforms, and product category or application. We have an established business model with a lean, entrepreneurial structure. We have a disciplined and strategic approach to acquisitions with a history of successful integration. We have a track record of strong growth, margins and cash flow generation.
Recent Developments
On January 21, 2026, the Company acquired Harper Engineering for $249.9 million in cash. Founded in 1968, Harper Engineering is a
leading manufacturer of mechanically engineered devices for aircraft interiors and holds a proprietary portfolio of latching and securing mechanisms used across multiple leading commercial aerospace platforms.
The acquisition was financed through the drawdown of $240 million of Delayed Draw Term Loans available under the Company's
existing Credit Agreement and cash on hand. The Delayed Draw Term Loans will mature on the same date, will amortize, and will bear the same interest rate as the existing term loans outstanding under the Credit Agreement.
Outlook
As we look to the rest of 2026, we anticipate net sales growth to be driven by organic growth, in particular the conversion of high levels of backlog of our existing products, and the impact from strategic acquisitions. Backlog primarily consists of firm orders for products that have not yet shipped. Continued inflationary pressures and supply chain disruptions may lead to higher material and labor costs although these pressures and disruptions have not had a material effect on our year-to-date results of operations or capital resources, and we do not expect them to materially affect our outlook or business goals. So far in 2026, we have continued and plan to continue our commitment to develop new products and services, penetrate markets further, and pursue an aggressive acquisition strategy while seeking to maintain our financial strength and flexibility.
Results of Operations
The following table sets forth, for the three months ended March 31, 2026 and 2025, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (in thousands unless otherwise indicated):
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Dollars |
|
|
% of Net Sales |
|
|
Dollars |
|
|
% of Net Sales |
|
||||
Net sales |
|
$ |
156,088 |
|
|
|
100.0 |
% |
|
$ |
114,659 |
|
|
|
100.0 |
% |
Cost of sales |
|
|
76,847 |
|
|
|
49.2 |
% |
|
|
54,953 |
|
|
|
47.9 |
% |
Gross profit |
|
|
79,241 |
|
|
|
50.8 |
% |
|
|
59,706 |
|
|
|
52.1 |
% |
Selling, general and administrative expenses |
|
|
44,485 |
|
|
|
28.5 |
% |
|
|
33,102 |
|
|
|
28.9 |
% |
Transaction expenses |
|
|
1,239 |
|
|
|
0.8 |
% |
|
|
460 |
|
|
|
0.4 |
% |
Operating income |
|
|
33,517 |
|
|
|
21.5 |
% |
|
|
26,144 |
|
|
|
22.8 |
% |
Interest expense, net |
|
|
18,710 |
|
|
|
12.0 |
% |
|
|
6,459 |
|
|
|
5.6 |
% |
Income before income taxes |
|
|
14,807 |
|
|
|
9.5 |
% |
|
|
19,685 |
|
|
|
17.2 |
% |
Income tax provision |
|
|
(3,664 |
) |
|
|
(2.4 |
)% |
|
|
(4,369 |
) |
|
|
(3.8 |
)% |
Net income |
|
|
11,143 |
|
|
|
7.1 |
% |
|
|
15,316 |
|
|
|
13.4 |
% |
Cumulative translation adjustments |
|
|
(10,436 |
) |
|
|
(6.7 |
)% |
|
|
(256 |
) |
|
|
(0.2 |
)% |
Comprehensive income |
|
$ |
707 |
|
|
|
0.4 |
% |
|
$ |
15,060 |
|
|
|
13.2 |
% |
Other Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
EBITDA (1) |
|
$ |
52,459 |
|
|
|
|
|
$ |
38,603 |
|
|
|
|
||
Adjusted EBITDA (1) |
|
|
63,219 |
|
|
|
|
|
|
43,133 |
|
|
|
|
||
Net income margin |
|
|
|
|
|
7.1 |
% |
|
|
|
|
|
13.4 |
% |
||
Adjusted EBITDA Margin (1) |
|
|
|
|
|
40.5 |
% |
|
|
|
|
|
37.6 |
% |
||
16
Financial and Operational Highlights
Three months ended March 31, 2026 compared with three months ended March 31, 2025
Net Sales
Net sales for the three months ended March 31, 2026 increased $41.4 million, or 36.1%, to $156.1 million as compared to $114.7 million for the three months ended March 31, 2025.
Net organic sales represent net sales from our existing businesses for comparable periods and exclude net sales from acquisitions. We include net sales from new acquisitions in net organic sales from the 13th-month after the acquisition on a comparative basis with the prior period. Net acquisition sales for the three months ended March 31, 2026 represent net sales from acquisitions that were completed in 2025 and 2026 for which there are no comparable net sales during the prior year. We believe this measure provides an understanding of underlying sales trends as it provides net sales comparisons on a consistent basis. We do not believe our net sales are subject to significant seasonal variations. See Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements for further information on the Company’s acquisition activities.
Net Organic Sales
Net organic sales for the three months ended March 31, 2026 increased $13.0 million or 11.4%, to $127.7 million as compared to $114.7 million for the three months ended March 31, 2025. The increase in net organic sales was primarily related to increases in OEM total commercial sales ($7.8 million, an increase of 22.0%), aftermarket total commercial sales ($6.2 million, an increase of 14.1%), and sales of non-aerospace products ($3.0 million, an increase of 46.4%), partially offset by a decline in defense sales ($4.0 million, a decrease of 13.9%). The increase in OEM commercial sales is driven by the increased production rates and deliveries for both narrow-body and wide-body aircraft. The increase in aftermarket total commercial sales was attributable to increases in commercial air travel demand. The increase in sales of non-aerospace products was primarily driven by higher sales of components for industrial gas-turbines. The decrease in defense sales was primarily attributable to the variability of revenue distribution for defense-related products, which can vary significantly from period to period.
Net Acquisition Sales
Net acquisition sales of $28.4 million for the three months ended March 31, 2026 are made up of LMB which was acquired on December 23, 2025 and Harper Engineering which was acquired on January 21, 2026. This represents 24.7% of the increase in total net sales for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Gross Profit and Cost of Sales
Cost of sales for the three months ended March 31, 2026 increased $21.9 million, or 39.8%, to $76.8 million compared to $54.9 million for the three months ended March 31, 2025. Cost of sales and the related percentage of net sales for the three months ended March 31, 2026 and 2025 were as follows (in thousands except for percentages):
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||
Cost of sales - excluding costs below |
|
$ |
68,205 |
|
|
$ |
53,262 |
|
|
$ |
14,943 |
|
|
|
28.1 |
% |
% of net sales |
|
|
43.7 |
% |
|
|
46.4 |
% |
|
|
|
|
|
|
||
Amortization of intangible and other long-term assets |
|
|
3,726 |
|
|
|
1,152 |
|
|
|
2,574 |
|
|
|
223.4 |
% |
% of net sales |
|
|
2.4 |
% |
|
|
1.0 |
% |
|
|
|
|
|
|
||
Acquisition and facility integration costs |
|
|
— |
|
|
|
539 |
|
|
|
(539 |
) |
|
|
(100.0 |
)% |
% of net sales |
|
|
— |
% |
|
|
0.5 |
% |
|
|
|
|
|
|
||
Recognition of inventory step-up |
|
|
4,916 |
|
|
|
— |
|
|
|
4,916 |
|
|
NM (1) |
|
|
% of net sales |
|
|
3.1 |
% |
|
|
— |
% |
|
|
|
|
|
|
||
Total cost of sales |
|
$ |
76,847 |
|
|
$ |
54,953 |
|
|
$ |
21,894 |
|
|
|
39.8 |
% |
% of net sales |
|
|
49.2 |
% |
|
|
47.9 |
% |
|
|
|
|
|
|
||
Gross profit (Net sales less Total cost of sales) |
|
$ |
79,241 |
|
|
$ |
59,706 |
|
|
$ |
19,535 |
|
|
|
32.7 |
% |
Gross profit percentage (Gross profit / Net sales) |
|
|
50.8 |
% |
|
|
52.1 |
% |
|
|
|
|
|
|
||
(1) NM - not meaningful.
Cost of sales for the three months ended March 31, 2026 increased 1.3% as a percentage of net sales to 49.2% from 47.9% in the comparable period last year. This increase in cost of sales is primarily attributable to the recognition of inventory step-up related to the LMB and Harper Engineering acquisitions, and higher amortization expense for intangible and other long-term assets, partially offset by our operating leverage and execution of our strategic value drivers.
17
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $11.4 million to $44.5 million, or 28.5% as a percentage of net sales, for the three months ended March 31, 2026 from $33.1 million, or 28.9% as a percentage of net sales, for the three months ended March 31, 2025. Selling, general and administrative expenses and the related percentage of net sales for the three months ended March 31, 2026 and 2025 were as follows (amounts in thousands except for percentages):
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||
Selling, general and administrative expenses - excluding costs below |
|
$ |
23,492 |
|
|
$ |
18,246 |
|
|
$ |
5,246 |
|
|
|
28.8 |
% |
% of net sales |
|
|
15.1 |
% |
|
|
15.9 |
% |
|
|
|
|
|
|
||
Amortization of intangible assets |
|
|
11,964 |
|
|
|
8,408 |
|
|
|
3,556 |
|
|
|
42.3 |
% |
% of net sales |
|
|
7.7 |
% |
|
|
7.3 |
% |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
4,392 |
|
|
|
3,089 |
|
|
|
1,303 |
|
|
|
42.2 |
% |
% of net sales |
|
|
2.8 |
% |
|
|
2.7 |
% |
|
|
|
|
|
|
||
Acquisition and facility integration costs |
|
|
213 |
|
|
|
443 |
|
|
|
(230 |
) |
|
NM (1) |
|
|
% of net sales |
|
|
0.1 |
% |
|
|
0.4 |
% |
|
|
|
|
|
|
||
Research and development expenses |
|
|
4,424 |
|
|
|
2,916 |
|
|
|
1,508 |
|
|
|
51.7 |
% |
% of net sales |
|
|
2.8 |
% |
|
|
2.6 |
% |
|
|
|
|
|
|
||
Total selling, general and administrative expenses |
|
$ |
44,485 |
|
|
$ |
33,102 |
|
|
$ |
11,383 |
|
|
|
34.4 |
% |
% of net sales |
|
|
28.5 |
% |
|
|
28.9 |
% |
|
|
|
|
|
|
||
(1) NM - not meaningful.
Selling, general and administrative expenses decreased by 0.4% as a percentage of net sales for the three months ended March 31, 2026 when compared to the same period in 2025. This was primarily driven by the leveraging of fixed costs partially offset by increased amortization of intangible assets as a result of the LMB and Harper Engineering acquisitions.
Transaction Expenses
Transaction expenses for the three months ended March 31, 2026 and 2025 were $1.2 million and $0.5 million, respectively. This increase is primarily related to the acquisition of Harper Engineering that was consummated in January 2026. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.
Operating Income
Operating income for the three months ended March 31, 2026, was $33.5 million, or 21.5% as a percentage of net sales, compared to $26.1 million, or 22.8% as a percentage of net sales for the three months ended March 31, 2025. The increase in operating income is due to the factors discussed above.
Interest Expense
Interest expense for the three months ended March 31, 2026 increased $12.2 million, to $18.7 million compared to $6.5 million for the three months ended March 31, 2025. This increase was attributable to interest on borrowings associated with the acquisitions of LMB in December 2025 and Harper Engineering in January 2026.
Income Tax Provision
The income tax provision for the three months ended March 31, 2026 was $3.7 million compared to $4.4 million for the three months ended March 31, 2025. This decrease was primarily driven by lower income before income taxes for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Net Income
Net income for the three months ended March 31, 2026 was $11.1 million, or 7.1% as a percentage of net sales, compared to net income for the three months ended March 31, 2025 of $15.3 million, or 13.4% as a percentage of net sales. The results for the three months ended March 31, 2026 were negatively impacted by the increases in interest expense, amortization of intangible and other long-term assets, and recognition of inventory step-up attributable to the acquisitions of LMB and Harper Engineering.
18
Liquidity and Capital Resources
The following table summarizes our capitalization as of March 31, 2026 and December 31, 2025 (in thousands, unless otherwise indicated):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Cash and cash equivalents |
|
$ |
94,882 |
|
|
$ |
84,827 |
|
Debt: |
|
|
|
|
|
|
||
Credit Agreement debt (including current portion) |
|
|
964,654 |
|
|
|
726,366 |
|
Other |
|
|
1,500 |
|
|
|
1,500 |
|
|
|
|
966,154 |
|
|
|
727,866 |
|
Less: unamortized debt issuance costs |
|
|
(16,088 |
) |
|
|
(12,166 |
) |
Finance lease liabilities (including current portion) |
|
|
3,101 |
|
|
|
3,170 |
|
Total debt |
|
|
953,167 |
|
|
|
718,870 |
|
Stockholders' equity |
|
|
1,179,908 |
|
|
|
1,174,753 |
|
Total capitalization (debt plus equity) |
|
|
2,133,075 |
|
|
|
1,893,623 |
|
Total debt to total capitalization |
|
|
45 |
% |
|
|
38 |
% |
Our principal historical liquidity requirements have been for acquisitions, capital expenditures, servicing indebtedness and working capital needs. We fund our investing activities primarily from cash provided by our operating and financing activities. As of March 31, 2026, we had availability of $35 million of a delayed draw term loan commitment and a $50 million revolving line of credit. Based on our current outlook, we believe that net cash provided by operating activities and available borrowings under our Credit Agreement will be sufficient to fund our cash requirements for at least the next twelve months. As we continue to expand our business, including by any acquisitions we may make, we may in the future require additional working capital for increased costs. See “Credit Agreement” (below) for additional detail regarding our financing activities.
Operating Activities
Net cash provided by operating activities in the three months ended March 31, 2026 and 2025 was $30.9 million and $28.4 million, respectively. The $2.5 million increase was primarily driven by higher noncash items included in net income partially offset by an increase in working capital.
Investing Activities
Net cash used in investing activities in the three months ended March 31, 2026 of $254.0 million was principally attributable to the acquisition of Harper Engineering. Net cash used in investing activities in the three months ended March 31, 2025 of $1.8 million related to capital expenditures.
Financing Activities
Net cash provided by financing activities in the three months ended March 31, 2026 of $233.5 million principally related to borrowings under our Credit Agreement in connection with the acquisition of Harper Engineering. Net cash used in financing activities in the three months ended March 31, 2025 of $0.1 million was related to financing leases.
Credit Agreement
The Company’s long-term debt consists primarily of borrowings under its Credit Agreement.
On August 1, 2025, the Credit Agreement was amended to reduce the applicable margin by 0.5%. At the Company's election, interest on loans will accrue at the SOFR rate plus the applicable margin of 4.25% or at the base rate plus the applicable margin of 3.25% as long as the Company maintains a leverage ratio of less than 5.5 to 1.
On November 25, 2025, the Credit Agreement was amended to increase the Delayed Draw Term Loans commitment by an aggregate principal amount of $175 million for a total Delayed Draw Term Loans commitment in an aggregate principal amount equal to $275 million. In addition, the availability period of the Delayed Draw Term Loans commitment was extended to September 30, 2026.
On December 23, 2025, the Credit Agreement was amended to make available to the Company an incremental term loan in an aggregate principal amount equal to $445 million for purposes of (i) paying a portion of the consideration for the LMB acquisition, (ii) financing the payment of LMB debt, (iii) paying fees and expenses incurred in connection with the foregoing, and (iv) otherwise to fund working capital and general corporate purposes.
On January 21, 2026, the Company drew down $240 million of the available Delayed Draw Term Loans commitment in connection with the Harper Engineering acquisition.
19
At March 31, 2026, there was $964.7 million outstanding under the Credit Agreement, and there remained availability of $35 million in delayed draw term loan commitments and $50 million in revolving line of credit.
Other Obligations and Commitments
We have future obligations under various contracts relating to debt and interest payments, finance and operating leases and our post-retirement benefit plan. During the three months ended March 31, 2026, there were no material changes to these obligations, other than the contingent purchase consideration that may be paid to the sellers of Harper Engineering if certain financial targets for the years 2026 to 2031 are achieved, as discussed in Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements. For a description of our other obligations and commitments, see our consolidated financial statements reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Off-Balance Sheet Arrangements
As of March 31, 2026, we did not have any off-balance sheet arrangements, as defined in Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows.
Critical Accounting Estimates
Our condensed consolidated unaudited financial statements have been prepared in conformity with U.S. GAAP for interim financial statements and include the accounts of the Company and its subsidiaries. Often, management’s judgment is needed in the selection and application of certain accounting policies and methods. However, investors are cautioned that the sensitivity of financial statements to these methods, assumptions and estimates could create materially different results under different conditions or using different assumptions.
A complete and comprehensive discussion of our most critical accounting policies that require management to make judgments about matters that are inherently uncertain was included in Management’s Discussion and Analysis of Financial Condition and Results of Operations– Critical Accounting Estimates disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025 which was filed on March 2, 2026. Refer to Note 1, Basis of Presentation, of the Notes to Condensed Consolidated Financial Statements included herein for updates to disclosures of accounting standards recently adopted or required to be adopted in the future.
Non-GAAP Financial Measures
We present below certain financial information based on our EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin. References to “EBITDA” mean earnings before interest, taxes, depreciation and amortization, references to “Adjusted EBITDA” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net income to EBITDA and Adjusted EBITDA, and references to “Adjusted EBITDA Margin” refer to Adjusted EBITDA divided by net sales. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are not measurements of financial performance under U.S. GAAP. We present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we believe they are useful indicators for evaluating operating performance. In addition, our management uses Adjusted EBITDA to review and assess the performance of the management team in connection with employee incentive programs and to prepare its annual budget and financial projections. Moreover, our management uses Adjusted EBITDA of target companies to evaluate acquisitions.
Although we use EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin as measures to assess the performance of our business and for the other purposes set forth above, the use of non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with U.S. GAAP. Some of these limitations are:
20
Because of these limitations, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin should not be considered as measures of cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in isolation and specifically by using other U.S. GAAP measures, such as net sales and operating profit, to measure our operating performance. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are not measurements of financial performance under U.S. GAAP, and they should not be considered as alternatives to net income or cash flow from operations determined in accordance with U.S. GAAP. Our calculations of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to the calculations of similarly titled measures reported by other companies.
The following table sets forth a reconciliation of net income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the three months ended March 31, 2026 and 2025 (in thousands unless otherwise indicated):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net income |
|
$ |
11,143 |
|
|
$ |
15,316 |
|
Adjustments: |
|
|
|
|
|
|
||
Interest expense, net |
|
|
18,710 |
|
|
|
6,459 |
|
Income tax provision |
|
|
3,664 |
|
|
|
4,369 |
|
Operating income |
|
|
33,517 |
|
|
|
26,144 |
|
Depreciation |
|
|
3,252 |
|
|
|
2,899 |
|
Amortization |
|
|
15,690 |
|
|
|
9,560 |
|
EBITDA |
|
|
52,459 |
|
|
|
38,603 |
|
Adjustments: |
|
|
|
|
|
|
||
Recognition of inventory step-up (1) |
|
|
4,916 |
|
|
|
— |
|
Transaction expenses (2) |
|
|
1,239 |
|
|
|
460 |
|
Stock-based compensation (3) |
|
|
4,392 |
|
|
|
3,089 |
|
Acquisition and facility integration costs (4) |
|
|
213 |
|
|
|
981 |
|
Adjusted EBITDA |
|
$ |
63,219 |
|
|
$ |
43,133 |
|
Net sales |
|
$ |
156,088 |
|
|
$ |
114,659 |
|
Net income margin |
|
|
7.1 |
% |
|
|
13.4 |
% |
Adjusted EBITDA Margin |
|
|
40.5 |
% |
|
|
37.6 |
% |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's market risks are described more fully within Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025. These market risks have not materially changed for the three months ended March 31, 2026.
Item 4. Controls and Procedures
As of March 31, 2026, the Company carried out an evaluation, under the supervision and with the participation of its management, including its President, Chief Executive Officer, and Executive Co-Chairman (Principal Executive Officer) and Treasurer and Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the President, Chief Executive Officer, and Executive Co-Chairman and the Treasurer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Company's management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures.
21
As permitted by the Securities and Exchange Commission, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition and management elected to exclude LMB and Harper Engineering from its evaluation of internal control over financial reporting as of March 31, 2026. See Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements for additional information.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
22
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Securities Trading Plans of Directors or Executive Officers
(c) During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended)
23
Item 6. Exhibits
Exhibit Number |
|
Description |
3.1 |
|
|
3.2 |
|
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
101.INS
|
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Loar Holdings Inc. |
|
|
|
|
|
Date: May 7, 2026 |
|
By: |
/s/ Glenn D'Alessandro |
|
|
|
Glenn D’Alessandro |
|
|
|
Treasurer and Chief Financial Officer |
|
|
|
(principal financial and accounting officer) |
|
|
|
|
25