false 0002000178 0002000178 2024-05-14 2024-05-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2024

 

 

Loar Holdings Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-42030   82-2665180

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

20 New King Street,

White Plains, New York 10604

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (914) 909-1311

Not applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange

on which registered

Common stock, par value $0.01 per share   LOAR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

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. 

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On May 14, 2024, Loar Holdings Inc. announced its financial results for the quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

The information in Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Press release issued by Loar Holdings, Inc. on May 14, 2024
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

 

Date: May 14, 2024   Loar Holdings Inc.
    By:  

/s/ Glenn D’Alessandro

    Name:   Glenn D’Alessandro
    Title:   Treasurer and Chief Financial Officer

Exhibit 99.1

 

LOGO   

Investor Contact:

IR@Loargroup.com

 

General Information:

Info@Loargroup.com

Loar Holdings Inc. Reports Q1 2024 Results and Capital Structure Updates

May 14, 2024

WHITE PLAINS, NY., May 14, 2024 /ACCESSWIRE/ — Loar Holdings Inc. (NYSE: LOAR) (the “Company,” “we,” “us” and “our”), reported record results for the first quarter of 2024.

First Quarter 2024

 

   

Net sales of $91.8 million up 23.7% versus prior year’s quarter.

 

   

Net income for Q1 2024 was $2.2 million, up $9.8 million as compared to Q1 of 2023.

 

   

Adjusted EBITDA of $33.0 million, up 23.0% over prior year’s quarter.

 

   

Net income margin in the quarter improved to 2.4% from the prior year’s net (loss) margin of (10.1)%.

 

   

Adjusted EBITDA Margin in the quarter was in line with the prior year at 36.0%.

“We began the year with solid momentum, reporting a quarterly record in net sales and Adjusted EBITDA, stated Dirkson Charles, Loar CEO and Executive Co-Chairman of the Board of Directors. Adjusted EBITDA margins were strong at 36%, even after giving effect to the temporary margin dilution from the two acquisitions completed in the second half of 2023 and the continued build out of our infrastructure to meet our reporting, governance, and control needs as a public company.”

Loar reported net sales for the quarter of $91.8 million, an increase of $17.6 million or 23.7% over the prior year. Organically(1), net sales increased 11.1% or $8.3 million, to $82.5 million.

Net income for the quarter increased $9.8 million to $2.2 million from a net loss of $7.5 million in the comparable quarter a year ago. The increase in our net income for the quarter was primarily driven by an increase in operating income and a decrease in our effective income tax rate.

Adjusted EBITDA for the quarter was $33.0 million, an increase of 23.0% or $6.2 million over the first quarter of 2023. Adjusted EBITDA as a percentage of net sales was 36.0%, compared to 36.2% in the first quarter of the prior year. Please see the attached table 4 for a reconciliation of net income (loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for the periods discussed in this press release.

 

(1)

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.


Capital Structure Update

Glenn D’Alessandro, Chief Financial Officer and Treasurer stated, “On April 29th we closed on our initial public offering (“IPO”) which raised $330 million, net of underwriting discounts and commissions. We have used the proceeds to repay $285 million of debt under our credit agreement with the balance held for general corporate purposes. Additionally, we have amended and extended the terms of our existing credit agreement while also securing a new $50 million revolving credit facility.

Under our revised credit agreement, we have extended the maturity of our existing indebtedness to 2030. The interest rate charged under the revised agreement is SOFR+4.75% as long as we maintain a leverage ratio of less than 5.5 to 1. This represents a 250-basis point reduction from our previous interest rate under the credit agreement. In addition, availability under our delayed draw term loan commitment included in the revised credit agreement increased to $100 million. We believe that these changes to our credit agreement and additional liquidity provided by the new revolver loan provide us increased flexibility to fund future organic and inorganic growth.”

Full Year 2024 Outlook

 

   

Net sales – between $370 million and $374 million

 

   

Net income – between $25.7 million and $27.1 million

 

   

Adjusted EBITDA – between $132 million and $134 million

 

   

Net income margin – approximately 7%

 

   

Adjusted Earnings Per Share - between $0.41 and $0.43

 

   

Adjusted EBITDA Margin – approximately 36%

 

   

Interest expense – approximately $42 million

 

   

Market Assumptions – Our full year outlook is based on the following assumptions:

 

   

Commercial, Business Jet, and General Aviation OEM growth of low double digits

 

   

Commercial, Business Jet, and General Aviation aftermarket growth of low double digits

 

   

Defense growth of low double digits

“Across our end-markets we see strong demand for our proprietary components. For the balance of 2024 we expect increasing demand for products we supply to the commercial aftermarket,” stated Mr. Charles.

Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Earnings Per Share are non-GAAP financial measures provided in this “Full Year 2024 Outlook” section on a forward-looking basis. We do not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with GAAP because to do so would be potentially misleading and not practical given the difficulty of projecting event-driven transactional and other non-core operating items in any future period. The magnitude of these items, however, may be significant.


Earnings Conference Call

A conference call for investors and security analysts is scheduled on Tuesday May 14, 2024 at 10:30a.m., Eastern Time. To participate in the call telephonically, please dial 877-407-0670 / +1 215-268-9902. International participants can find a list of toll-free numbers here. A live audio webcast will also be available at the following link as well as through the Investor section of Loar Holdings website; ir.loargroup.com

The webcast will be archived and available for replay later in the day.

About Loar Holdings Inc.

Loar Holdings Inc. is a diversified manufacturer and supplier of niche aerospace and defense components that are essential for today’s aircraft and aerospace and defense systems. Loar has established relationships across leading aerospace and defense original equipment manufacturers and Tier Ones worldwide.

Non-GAAP Supplemental Information

We present in this press release certain financial information based on our EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Earnings Per Share. 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 (loss) to EBITDA and Adjusted EBITDA, and references to “Adjusted EBITDA Margin” refer to Adjusted EBITDA divided by net sales. References to “Adjusted Earnings Per Share” mean net income plus certain adjustments as set forth in the reconciliations below to derive Adjusted EBITDA from EBITDA, less the tax effect of these adjustments. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Earnings Per Share are not measurements of financial performance under U.S. GAAP. We present EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Earnings Per Share 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, Adjusted EBITDA Margin, and Adjusted Earnings Per Share 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:

 

   

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin do not reflect the significant interest expense, or the cash requirements necessary to service interest payments on our indebtedness.

 

   

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and the cash requirements for such replacements are not reflected in EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin.


   

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Earnings Per Share exclude the cash expense we have incurred to integrate acquired businesses into our operations, which is a necessary element of certain of our acquisitions.

 

   

The omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin; and

 

   

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin do not include the payment of taxes, which is a necessary element of our operations.

Because of these limitations, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Earnings Per Share 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, Adjusted EBITDA Margin, and Adjusted Earnings Per Share 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, Adjusted EBITDA Margin, and Adjusted Earnings Per Share are not measurements of financial performance under U.S. GAAP, and they should not be considered as alternatives to net income (loss) or cash flow from operations determined in accordance with U.S. GAAP. Our calculations of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Earnings Per Share may not be comparable to the calculations of similarly titled measures reported by other companies.

Future Looking Statements

This press release includes express or implied forward-looking statements. Forward-looking statements include all statements that are not historical facts including those that reflect our current views with respect to, among other things, our operations and financial performance. The words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words or similar terms and phrases may identify forward-looking statements in this press release, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this press release, including, but not limited to, the statements under the heading “Full Year 2024 Outlook,” are based on management’s current expectations and are not guarantees of future performance. Our expectations and beliefs are expressed in management’s good faith, and we believe there is a reasonable basis for them, however, the forward-looking statements are subject to various known and unknown risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control. We believe that these factors include but are not limited to the following: 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 the other risks and uncertainties described under “Risk Factors” of the Company’s Prospectus dated April 24, 2024 filed with the Securities and Exchange Commission (“SEC”), as well as the Company’s Quarterly Report on Form 10-Q that will be filed following this earnings release, and other periodic reports filed by the Company from time to time with the SEC.


These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in the forward-looking statements. Any forward-looking statement made by us in this press release speaks only as of the date of this press release and is expressly qualified in its entirety by the cautionary statements included in this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable law.


Loar Holdings Inc.

Table 1: - Condensed Consolidated Balance Sheets

(Amounts in thousands) (Unaudited)

 

     March 31,
2024
     December 31,
2023
 

Assets

     

Current assets:

     

Cash and cash equivalents

   $ 28,152      $ 21,489  

Accounts receivable, net

     55,844        59,002  

Inventories

     82,570        77,962  

Other current assets

     14,654        11,830  

Income taxes receivable

     411        393  
  

 

 

    

 

 

 

Total current assets

     181,631        170,676  

Property, plant and equipment

     71,560        72,174  

Finance lease assets

     2,379        2,448  

Operating lease assets

     6,127        6,297  

Other long-term assets

     12,074        11,420  

Intangible assets, net

     308,397        316,542  

Goodwill

     471,792        470,888  
  

 

 

    

 

 

 

Total Assets

   $ 1,053,960      $ 1,050,445  
  

 

 

    

 

 

 

Liabilities and member’s equity

     

Current liabilities:

     

Accounts payable

   $ 13,884      $ 12,876  

Current portion of long-term debt

     6,896        6,896  

Current portion of finance lease liabilities

     200        190  

Current portion of operating lease liabilities

     616        609  

Income taxes payable

     8,526        6,133  

Accrued expenses and other current liabilities

     28,701        24,776  
  

 

 

    

 

 

 

Total current liabilities

     58,823        51,480  

Deferred income taxes

     35,163        36,785  

Long-term debt, net

     527,298        528,582  

Finance lease liabilities

     3,347        3,401  

Operating lease liabilities

     5,637        5,802  

Environmental liabilities

     1,111        1,145  

Other long-term liabilities

     1,936        5,109  

Commitments and contingencies

     

Member’s equity

     420,645        418,141  
  

 

 

    

 

 

 

Total liabilities and member’s equity

   $ 1,053,960      $ 1,050,445  
  

 

 

    

 

 

 


Loar Holdings Inc.

Table – 2: Condensed Consolidated Statements of Operations

(Amounts in thousands except per common unit amounts) (Unaudited)

 

     Three Months Ended
March 31,
 
     2024     2023  

Net sales

   $ 91,844     $ 74,246  

Cost of sales

     47,411       38,211  
  

 

 

   

 

 

 

Gross profit

     44,433       36,035  

Selling, general and administrative expenses

     22,900       18,845  

Transaction expenses

     176       183  

Other income

     —        48  
  

 

 

   

 

 

 

Operating income

     21,357       17,055  

Interest expense, net

     17,734       15,402  
  

 

 

   

 

 

 

Income before income taxes

     3,623       1,653  

Income tax provision

     (1,374     (9,172
  

 

 

   

 

 

 

Net income (loss)

   $ 2,249     $ (7,519
  

 

 

   

 

 

 

Net income (loss) per common unit

   $ 11,023.54     $ (36,860.94

Weighted average common units outstanding - basic and diluted

     204       204  


Loar Holdings Inc.

Table 3: - Condensed Consolidated Statements of Cash Flows

(Amounts in thousands) (Unaudited)

 

     Three Months Ended
March 31,
 
     2024     2023  

Operating Activities

    

Net income (loss)

   $ 2,249     $ (7,519

Adjustments:

    

Depreciation

     2,678       2,446  

Amortization of intangibles and other long-term assets

     7,265       6,880  

Amortization of debt issuance costs

     452       835  

Stock-based compensation

     87       92  

Deferred income taxes

     (1,334     7,939  

Non-cash lease expense

     151       167  

Changes in assets and liabilities:

    

Accounts receivable

     3,095       (5,916

Inventories

     (4,755     (3,893

Other assets

     (3,544     (530

Accounts payable

     1,400       1,103  

Other liabilities

     3,241       1,706  

Environmental liabilities

     (34     (29

Operating lease liabilities

     (138     (187
  

 

 

   

 

 

 

Net cash provided by operating activities

     10,813       3,094  

Investing Activities

    

Capital expenditures

     (2,401     (1,910
  

 

 

   

 

 

 

Net cash used in investing activities

     (2,401     (1,910

Financing Activities

    

Payments of long-term debt

     (1,736     (1,273

Payments of finance lease liabilities

     (45     (36
  

 

 

   

 

 

 

Net cash used in financing activities

     (1,781     (1,309

Effect of translation adjustments on cash and cash equivalents

     32       (107
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     6,663       (232

Cash and cash equivalents, beginning of period

     21,489       35,497  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 28,152     $ 35,265  
  

 

 

   

 

 

 

Supplemental information

    

Interest paid during the period, net of capitalized amounts

   $ 17,095     $ 14,775  
  

 

 

   

 

 

 

Income taxes paid (refunds received) during the period, net

   $ 240     $ (185
  

 

 

   

 

 

 


Loar Holdings Inc.

Table – 4: Reconciliation of Net income (Loss) to EBITDA and Adjusted EBITDA

(Amounts in thousands) (Unaudited)

 

     Three Months Ended March 31,  
     2024     2023  

Net income (loss)

   $ 2,249     $ (7,519

Adjustments:

    

Interest expense, net

     17,734       15,402  

Income tax provision

     1,374       9,172  
  

 

 

   

 

 

 

Operating income

     21,357       17,055  

Depreciation

     2,678       2,446  

Amortization

     7,265       6,880  
  

 

 

   

 

 

 

EBITDA

     31,300       26,381  

Adjustments:

    

Other income (1)

     —        (48

Transaction expenses (2)

     176       183  

Stock-based compensation (3)

     87       92  

Acquisition integration costs (4)

     1,467       238  
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 33,030     $ 26,846  
  

 

 

   

 

 

 

Net sales

   $ 91,844     $ 74,246  

Net income (loss) margin

     2.4     (10.1 )% 

Adjusted EBITDA Margin

     36.0     36.2

 

(1)

Represents a grant from the U.S. Department of Transportation under the Aviation Manufacturing Jobs Protection Program.

(2)

Represents third party transaction-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses, and valuation costs that are required to be expensed as incurred.

(3)

Represents the non-cash compensation expense recognized by the Company for our restricted equity unit awards.

(4)

Represents costs incurred to integrate acquired businesses and product lines into our operations, facility relocation costs and other acquisition-related costs.

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Document and Entity Information
May 14, 2024
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Entity Central Index Key 0002000178
Document Type 8-K
Document Period End Date May 14, 2024
Entity Registrant Name Loar Holdings Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-42030
Entity Tax Identification Number 82-2665180
Entity Address, Address Line One 20 New King Street
Entity Address, City or Town White Plains
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10604
City Area Code (914)
Local Phone Number 909-1311
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Pre Commencement Issuer Tender Offer false
Security 12b Title Common stock, par value $0.01 per share
Trading Symbol LOAR
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false

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