Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

November 13, 2024

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ROC

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

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: 001-42030

 

Loar Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

82-2665180

( State or other jurisdiction of

incorporation or organization)

(I.R.S. 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

 

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

 

Title of each class

 

Trading

Symbol(s)

 

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 (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. Yes No

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). Yes No

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.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. 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 November 12, 2024, the registrant had 89,703,571 shares of common stock, $0.01 par value per share, outstanding.

 

 

 

 


 

2


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Loar Holdings Inc.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands except share amounts)

 

 

 

September 30, 2024

 

 

December 31, 2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

55,179

 

 

$

21,489

 

Accounts receivable, net

 

 

66,329

 

 

 

59,002

 

Inventories

 

 

97,887

 

 

 

77,962

 

Other current assets

 

 

12,152

 

 

 

11,830

 

Income taxes receivable

 

 

408

 

 

 

393

 

Total current assets

 

 

231,955

 

 

 

170,676

 

Property, plant and equipment

 

 

76,955

 

 

 

72,174

 

Finance lease assets

 

 

2,240

 

 

 

2,448

 

Operating lease assets

 

 

5,916

 

 

 

6,297

 

Other long-term assets

 

 

16,200

 

 

 

11,420

 

Intangible assets, net

 

 

447,123

 

 

 

316,542

 

Goodwill

 

 

691,658

 

 

 

470,888

 

Total assets

 

$

1,472,047

 

 

$

1,050,445

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

16,224

 

 

$

12,876

 

Current portion of long-term debt

 

 

6,028

 

 

 

6,896

 

Current portion of finance lease liabilities

 

 

221

 

 

 

190

 

Current portion of operating lease liabilities

 

 

612

 

 

 

609

 

Income taxes payable

 

 

6,265

 

 

 

6,133

 

Accrued expenses and other current liabilities

 

 

29,334

 

 

 

24,776

 

Total current liabilities

 

 

58,684

 

 

 

51,480

 

Deferred income taxes

 

 

36,820

 

 

 

36,785

 

Long-term debt, net

 

 

596,074

 

 

 

528,582

 

Finance lease liabilities

 

 

3,234

 

 

 

3,401

 

Operating lease liabilities

 

 

5,464

 

 

 

5,802

 

Environmental liabilities

 

 

-

 

 

 

1,145

 

Other long-term liabilities

 

 

1,957

 

 

 

5,109

 

Total liabilities

 

 

702,233

 

 

 

632,304

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Preferred stock, $0.01 par value, 1,000,000 shares authorized, and no shares issued or outstanding

 

 

 

 

 

 

Common stock, $0.01 par value, 485,000,000 shares authorized; 89,703,571 issued and outstanding at September 30, 2024

 

 

897

 

 

 

 

Additional paid-in capital

 

 

793,167

 

 

 

 

Accumulated deficit

 

 

(24,245

)

 

 

 

Accumulated other comprehensive loss

 

 

(5

)

 

 

 

Member's equity

 

 

 

 

 

418,141

 

Total equity

 

 

769,814

 

 

 

418,141

 

Total liabilities and equity

 

$

1,472,047

 

 

$

1,050,445

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


 

Loar Holdings Inc.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands except per common share and per common unit amounts)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net sales

 

$

103,519

 

 

$

82,807

 

 

$

292,378

 

 

$

231,042

 

Cost of sales

 

 

50,615

 

 

 

42,176

 

 

 

147,515

 

 

 

116,904

 

Gross profit

 

 

52,904

 

 

 

40,631

 

 

 

144,863

 

 

 

114,138

 

Selling, general and administrative expenses

 

 

30,186

 

 

 

21,863

 

 

 

80,362

 

 

 

60,210

 

Transaction expenses

 

 

1,444

 

 

 

2,022

 

 

 

2,549

 

 

 

2,626

 

Other income, net

 

 

1,574

 

 

 

356

 

 

 

4,441

 

 

 

483

 

Operating income

 

 

22,848

 

 

 

17,102

 

 

 

66,393

 

 

 

51,785

 

Interest expense, net

 

 

9,962

 

 

 

17,155

 

 

 

38,332

 

 

 

49,125

 

Refinancing costs

 

 

-

 

 

 

-

 

 

 

1,645

 

 

 

 

Income (loss) before income taxes

 

 

12,886

 

 

 

(53

)

 

 

26,416

 

 

 

2,660

 

Income tax (provision) benefit

 

 

(4,230

)

 

 

2,907

 

 

 

(7,870

)

 

 

(6,702

)

Net income (loss)

 

$

8,656

 

 

$

2,854

 

 

$

18,546

 

 

$

(4,042

)

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.10

 

 

n/a

 

 

$

0.21

 

 

n/a

 

Diluted

 

$

0.09

 

 

n/a

 

 

$

0.20

 

 

n/a

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

89,704

 

 

n/a

 

 

 

88,722

 

 

n/a

 

Diluted

 

 

91,931

 

 

n/a

 

 

 

90,755

 

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common unit

 

n/a

 

 

$

14,000.14

 

 

n/a

 

 

$

(19,799.55

)

Weighted average common units outstanding - basic and diluted

 

n/a

 

 

 

204

 

 

n/a

 

 

 

204

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4


 

Loar Holdings Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited, in thousands)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income (loss)

 

$

8,656

 

 

$

2,854

 

 

$

18,546

 

 

$

(4,042

)

Cumulative translation adjustments, net of tax

 

 

(52

)

 

 

185

 

 

 

152

 

 

 

475

 

Comprehensive income (loss)

 

$

8,604

 

 

$

3,039

 

 

$

18,698

 

 

$

(3,567

)

 

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)

 

 

 

Loar Holdings, LLC and Subsidiaries (Prior to Corporate Conversion)

 

 

Loar Holdings Inc. Stockholders' Equity

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Member's Equity

 

 

Shares

 

 

Amount

 

 

Additional Paid-in Capital

 

 

Accumulated Deficit

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

Total Equity

 

Balance, January 1, 2024

 

$

418,141

 

 

 

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

418,141

 

Net income

 

 

2,249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,249

 

Stock-based compensation

 

 

87

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

87

 

Cumulative translation adjustments, net of tax

 

 

168

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

168

 

Balance, March 31, 2024

 

 

420,645

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

420,645

 

Stock-based compensation prior to
    Corporate Conversion

 

 

1,111

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,111

 

Reclassification of members equity upon
   Corporate Conversion

 

 

40,531

 

 

 

 

 

 

 

 

 

 

 

 

(40,542

)

 

 

11

 

 

 

 

Effect of the Corporate Conversion

 

 

(462,287

)

 

 

77,000

 

 

 

770

 

 

 

461,517

 

 

 

 

 

 

 

 

 

 

Issuance of common stock sold in initial public
   offering, net of offering costs

 

 

 

 

 

12,650

 

 

 

126

 

 

 

325,605

 

 

 

 

 

 

 

 

 

325,731

 

Issuance of common stock to Directors under
   the 2024 Equity Incentive Plan

 

 

 

 

 

54

 

 

 

1

 

 

 

1,349

 

 

 

 

 

 

 

 

 

1,350

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,641

 

 

 

 

 

 

7,641

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

1,926

 

 

 

 

 

 

 

 

 

1,926

 

Cumulative translation adjustments, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36

 

 

 

36

 

Balance, June 30, 2024

 

 

 

 

 

89,704

 

 

 

897

 

 

 

790,397

 

 

 

(32,901

)

 

 

47

 

 

 

758,440

 

Common stock offering costs

 

 

 

 

 

 

 

 

 

 

 

(324

)

 

 

 

 

 

 

 

 

(324

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,656

 

 

 

 

 

 

8,656

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

3,094

 

 

 

 

 

 

 

 

 

3,094

 

Cumulative translation adjustments, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(52

)

 

 

(52

)

Balance, September 30, 2024

 

$

 

 

 

89,704

 

 

$

897

 

 

$

793,167

 

 

$

(24,245

)

 

$

(5

)

 

$

769,814

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6


 

Loar Holdings Inc.

Condensed Consolidated Statements of Member's Equity

(Unaudited, in thousands)

 

 

 

 

Member's Equity

 

Balance, January 1, 2023

 

$

421,974

 

Net loss

 

 

(7,519

)

Stock-based compensation

 

 

92

 

Cumulative translation adjustments, net of tax

 

 

409

 

Balance, March 31, 2023

 

 

414,956

 

Net income

 

 

623

 

Stock-based compensation

 

 

94

 

Cumulative translation adjustments, net of tax

 

 

(119

)

Balance, June 30, 2023

 

 

415,554

 

Net income

 

 

2,854

 

Stock-based compensation

 

 

92

 

Cumulative translation adjustments, net of tax

 

 

185

 

Balance, September 30, 2023

 

$

418,685

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

7


 

Loar Holdings Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

Operating Activities

 

 

 

 

 

 

Net income (loss)

 

$

18,546

 

 

$

(4,042

)

Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:

 

 

 

 

 

 

Depreciation

 

 

8,183

 

 

 

7,297

 

Amortization of intangibles and other long-term assets

 

 

22,249

 

 

 

20,869

 

Amortization of debt issuance costs

 

 

931

 

 

 

2,132

 

Amortization of inventory step-up

 

 

276

 

 

 

201

 

Stock-based compensation

 

 

7,568

 

 

 

278

 

Deferred income taxes

 

 

(141

)

 

 

622

 

Non-cash lease expense

 

 

438

 

 

 

668

 

Refinancing costs

 

 

1,645

 

 

 

 

Other income, net

 

 

(2,856

)

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(4,331

)

 

 

(11,462

)

Inventories

 

 

(13,694

)

 

 

(12,643

)

Other assets

 

 

(4,455

)

 

 

(3,565

)

Accounts payable

 

 

2,825

 

 

 

3,531

 

Other liabilities

 

 

(1,404

)

 

 

(2,384

)

Environmental liabilities

 

 

(1,145

)

 

 

(46

)

Operating lease liabilities

 

 

(392

)

 

 

(656

)

Net cash provided by operating activities

 

 

34,243

 

 

 

800

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

Capital expenditures

 

 

(6,084

)

 

 

(7,824

)

Payment for acquisitions, net of cash acquired

 

 

(383,222

)

 

 

(60,289

)

Net cash used in investing activities

 

 

(389,306

)

 

 

(68,113

)

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

Net proceeds from issuance of common stock

 

 

325,408

 

 

 

 

Payments of long-term debt

 

 

(287,881

)

 

 

(4,333

)

Proceeds from issuance of long-term debt

 

 

360,000

 

 

 

53,000

 

Financing costs and other, net

 

 

(8,876

)

 

 

(1,060

)

Payments of finance lease liabilities

 

 

(137

)

 

 

(95

)

Net cash provided by financing activities

 

 

388,514

 

 

 

47,512

 

 

 

 

 

 

 

 

Effect of translation adjustments on cash and cash equivalents

 

 

239

 

 

 

(137

)

Net increase (decrease) in cash and cash equivalents

 

 

33,690

 

 

 

(19,938

)

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

21,489

 

 

 

35,497

 

Cash and cash equivalents, end of period

 

$

55,179

 

 

$

15,559

 

 

 

 

 

 

 

 

Supplemental information

 

 

 

 

 

 

Interest paid during the period, net of capitalized amounts

 

$

37,495

 

 

$

47,246

 

Income taxes paid during the period, net

 

$

7,925

 

 

$

4,942

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

8


 

Loar Holdings Inc.

Notes to Condensed Consolidated Financial Statements

1. Organization

Prior to April 16, 2024, Loar Holdings Inc. (the Company) operated as a Delaware limited liability company under the name Loar Holdings, LLC. On April 16, 2024, the Company converted to a Delaware corporation and changed its name to Loar Holdings Inc. (the Corporate Conversion). In the Corporate Conversion, all of the equity interests of the Company outstanding as of the date thereof were converted into shares of common stock. Specifically, holders of Loar Holdings, LLC units received 377,450.980392157 shares of common stock of Loar Holdings Inc. for each unit of Loar Holdings, LLC. The purpose of the Corporate Conversion was to reorganize the Company’s structure in advance of the public offering of common stock so that the entity offering the common stock to the public in the offering was a corporation rather than a limited liability company, so that the existing investors and new investors in the offering would own the Company’s common stock rather than equity interests in a limited liability company.

The registration statement related to the Company’s initial public offering (IPO) was declared effective on April 24, 2024, and the
Company’s common stock began trading on the New York Stock Exchange on April 25, 2024. On April 29, 2024, the Company
completed its IPO for the sale of
12.6 million shares of common stock, $0.01 par value per share, at a public offering price of $28.00
per share. The Company received net proceeds from the IPO of approximately $
325.4 million after deducting underwriting discounts, commissions and other offering costs of $28.8 million.

 

2. 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, 2023 included in Loar Holdings Inc. Amendment No. 2 to Form S-1 filed on April 23, 2024. 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, 2023 condensed consolidated balance sheet was derived from Loar Holdings, LLC’s audited financial statements for the year then-ended. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands disclosures about reportable segments, and provides requirements for more detailed reporting of a segment’s expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of a segment’s profit or loss. Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning one year later. Early adoption is permitted, and the amendments must be applied retrospectively to all prior periods presented. The adoption of this guidance will not affect the Company’s consolidated results of operations, financial position or cash flows, and the Company is currently evaluating the standard to determine its impact on the Company’s disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires a public business entity to disclose specific categories in its annual effective tax rate reconciliation and provide disaggregated information about significant reconciling items by jurisdiction and by nature. The ASU also requires entities to disclose their income tax payments (net of refunds) to international, federal, and state and local jurisdictions. The standard makes several other changes to income tax disclosure requirements. This standard is effective for annual periods beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively. The adoption of this guidance will not affect the Company’s consolidated results of operations, financial position or cash flows, and the Company is currently evaluating the standard to determine its impact on the Company’s disclosures.

 

9


 

3. Acquisitions

Applied Avionics, Inc.

On August 26, 2024, the Company acquired 100% of the membership interests of Applied Avionics, LLC, a Delaware LLC (AAI), which was formerly known as Applied Avionics, Inc. from AAI Holdings, Inc., a Delaware corporation (AAI Parent) for $383.5 million in cash. AAI Parent is owned by certain individual shareholders thereof, including certain members of AAI’s management team. Incorporated in 1968, AAI designs, develops and manufactures highly engineered avionics interface solutions.

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. The following table summarizes the preliminary purchase price allocation of the estimated fair values of the assets acquired and the liabilities assumed at the transaction date (in thousands):

 

Assets acquired:

 

 

 

 

 

 

Current assets

 

 

 

 

$

9,357

 

Property, plant and equipment

 

 

 

 

 

6,996

 

Intangible assets

 

 

 

 

 

152,100

 

Goodwill

 

 

 

 

 

220,927

 

Total assets acquired

 

 

 

 

 

389,380

 

Liabilities assumed:

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

5,869

 

Net assets acquired

 

 

 

 

$

383,511

 

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 $1.0 million, of which $0.3 million was recognized in cost of goods sold for the three and nine months ended September 30, 2024.

Goodwill is primarily attributable to the assembled workforce and expected synergies with other acquired 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 AAI are included in the Company’s consolidated financial statements for the period subsequent to the completion of the acquisition. AAI contributed $3.8 million of net sales and $0.6 million of operating income for the three and nine months ended September 30, 2024.

Pro forma financial information

The pro forma information below gives effect to the AAI acquisition as if it had been completed on January 1, 2023. The table below presents unaudited pro forma consolidated income statement information as if the AAI acquisition had been included in the Company’s consolidated results for the entire period reflected. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisition been effective January 1, 2023, nor are they intended to be indicative of results that may occur in the future. The underlying pro forma information includes the historical financial results of the Company and the acquired business adjusted for certain items. In the pro forma information presented, each of the three months ended September 30, 2024 and 2023 includes $2.4 million and each of the nine months ended September 30, 2024 and 2023 includes $7.3 million of amortization of acquired intangible assets resulting from the preliminary purchase price allocation. The $1.0 million of inventory step-up amortization resulting from the preliminary purchase price allocation has been included in the pro forma results for the nine months ended September 30, 2023 to reflect the pro forma transaction date of January 1, 2023, and the inventory step-up amortization expense of $0.3 million recorded for the three and nine months ended September 30, 2024 has been excluded. Interest expense has been adjusted as though the debt incurred to finance the AAI acquisition had been outstanding at January 1, 2023. The pro forma interest expense adjustments for the three and nine months ended September 30, 2024 and 2023 are $9.2 million, $6.2 million, $27.7 million, and $24.6 million respectively. The pro forma information does not include the effects of any synergies, cost reduction initiatives or anticipated integration costs related to the acquisitions.

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30, 2024

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net sales

$

109,745

 

 

$

91,213

 

 

$

320,459

 

 

$

258,505

 

Income (loss) before income taxes

 

7,050

 

 

 

(8,563

)

 

 

6,869

 

 

 

(22,444

)

 

 

10


 

 

DAC Engineered Products, LLC

On July 3, 2023, the Company acquired Desser Aerospace’s Proprietary Solutions businesses from VSE Corporation (NASDAQ:VSEC; VSE) for $31.1 million in cash. The Company received $0.3 million during the three and six months ended June 30, 2024 related to an adjustment to the working capital calculation used to arrive at the final purchase price.

The acquired entities operate as DAC Engineered Products, LLC (DAC). Under the purchase agreement, there is a potential future payout of up to $7.0 million to the seller related to achieving certain financial targets for 2024 and 2025. The fair value of the liability in connection with this contingent payout is de minimis. DAC’s products include, but are not limited to, carbon brake discs, steel brake discs, starter generators and vacuum generators, primarily for general aviation and regional jets.

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 ASC 805, Business Combinations. The following table summarizes the final purchase price allocation of the estimated fair values of the assets acquired and the liabilities assumed at the transaction date (in thousands):

 

Assets acquired:

 

 

 

Current assets

 

$

3,768

 

Property, plant and equipment

 

 

763

 

Intangible assets

 

 

10,500

 

Goodwill

 

 

17,240

 

Deferred taxes

 

 

448

 

Total assets acquired

 

 

32,719

 

Liabilities assumed:

 

 

 

Current liabilities

 

 

1,341

 

Long-term liabilities

 

 

249

 

Total liabilities assumed

 

 

1,590

 

Net assets acquired

 

$

31,129

 

The results of operations of DAC are included in the Company’s condensed consolidated financial statements for the period subsequent to the completion of the acquisition.

Had the acquisition of DAC occurred as of January 1, 2023, net sales and income before income taxes on a pro forma basis for the three and nine months ended September 30, 2023 would not have been materially different than the reported amounts.

During the three months ended September 30, 2024, the Company received proceeds of approximately $1.7 million from the settlement of buyer-side representations and warranties insurance covering the acquisition of DAC. The insurance policy covered the Company for certain balance sheet items that were not correctly reflected in accordance with GAAP. This amount was recorded as other income on the condensed consolidated statements of operations during the three and nine months ended September 30, 2024.

CAV Systems Group Limited

On September 1, 2023, the Company, through its newly formed UK subsidiary, Change Acquisition Limited, acquired 100% of the stock of CAV Systems Group Limited (CAV), a leading provider of highly engineered ice protection and drag reduction systems for $29.0 million in cash. The Company recorded an additional $3.1 million in purchase price consideration that may be paid to the seller if CAV achieves certain financial targets for the years 2023 through 2026. During the three months ended June 30, 2024, the Company determined the estimated fair value of the contingent purchase price consideration should be reduced by $2.9 million and recorded this impact as other income on the condensed consolidated statements of operations. The maximum payout to the seller related to achieving these financial targets is $18.4 million

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 ASC 805, Business Combinations. The following table summarizes the preliminary purchase price allocation of the estimated fair values of the assets acquired and the liabilities assumed at the transaction date (in thousands):

 

 

11


 

Assets acquired:

 

 

 

Current assets

 

$

7,922

 

Property, plant and equipment

 

 

6,555

 

Intangible assets

 

 

9,884

 

Goodwill

 

 

12,809

 

Deferred taxes

 

 

100

 

Total assets acquired

 

 

37,270

 

Liabilities assumed:

 

 

 

Current liabilities

 

 

7,245

 

Long-term liabilities

 

 

1,019

 

Total liabilities assumed

 

 

8,264

 

Net assets acquired

 

$

29,006

 

The results of operations of CAV are included in the Company’s condensed consolidated financial statements for the period subsequent to the completion of the acquisition.

Had the acquisition of CAV occurred as of January 1, 2023, net sales and income before income taxes on a pro forma basis for the three and nine months ended September 30, 2023 would not have been materially different than the reported amounts.

 

4. Revenue Recognition

All revenue recognized in the condensed consolidated statements of operations 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.

 

12


 

Net sales by end market were as follows (in thousands):

 

 

 

Three Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

 

OEM
Net Sales

 

 

Aftermarket
Net Sales

 

 

Total
Net Sales

 

 

OEM
Net Sales

 

 

Aftermarket
Net Sales

 

 

Total
Net Sales

 

Commercial Aerospace

 

$

15,824

 

 

$

29,058

 

 

$

44,882

 

 

$

14,574

 

 

$

23,886

 

 

$

38,460

 

Business Jet and General Aviation

 

 

19,911

 

 

 

10,121

 

 

 

30,032

 

 

 

11,701

 

 

 

7,729

 

 

 

19,430

 

Total Commercial

 

 

35,735

 

 

 

39,179

 

 

 

74,914

 

 

 

26,275

 

 

 

31,615

 

 

 

57,890

 

Defense

 

 

10,152

 

 

 

11,810

 

 

 

21,962

 

 

 

8,004

 

 

 

7,218

 

 

 

15,222

 

Other

 

 

2,976

 

 

 

3,667

 

 

 

6,643

 

 

 

5,667

 

 

 

4,028

 

 

 

9,695

 

Total

 

$

48,863

 

 

$

54,656

 

 

$

103,519

 

 

$

39,946

 

 

$

42,861

 

 

$

82,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

 

OEM
Net Sales

 

 

Aftermarket
Net Sales

 

 

Total
Net Sales

 

 

OEM
Net Sales

 

 

Aftermarket
Net Sales

 

 

Total
Net Sales

 

Commercial Aerospace

 

$

46,316

 

 

$

81,101

 

 

$

127,417

 

 

$

40,487

 

 

$

67,016

 

 

$

107,503

 

Business Jet and General Aviation

 

 

53,556

 

 

 

29,253

 

 

 

82,809

 

 

 

31,391

 

 

 

20,516

 

 

 

51,907

 

Total Commercial

 

 

99,872

 

 

 

110,354

 

 

 

210,226

 

 

 

71,878

 

 

 

87,532

 

 

 

159,410

 

Defense

 

 

26,793

 

 

 

32,681

 

 

 

59,474

 

 

 

22,546

 

 

 

21,056

 

 

 

43,602

 

Other

 

 

10,727

 

 

 

11,951

 

 

 

22,678

 

 

 

15,323

 

 

 

12,707

 

 

 

28,030

 

Total

 

$

137,392

 

 

$

154,986

 

 

$

292,378

 

 

$

109,747

 

 

$

121,295

 

 

$

231,042

 

 

5. Inventories

Inventories consisted of the following (in thousands):

 

 

 

September 30, 2024

 

 

December 31, 2023

 

Raw materials

 

$

41,920

 

 

$

30,834

 

Work-in-process

 

 

30,872

 

 

 

25,394

 

Finished goods

 

 

25,095

 

 

 

21,734

 

Total

 

$

97,887

 

 

$

77,962

 

 

6. Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

 

 

 

September 30, 2024

 

 

December 31, 2023

 

Land

 

$

15,414

 

 

$

12,312

 

Buildings and improvements

 

 

35,592

 

 

 

29,763

 

Machinery, equipment, furniture and fixtures

 

 

83,729

 

 

 

80,062

 

Total

 

 

134,735

 

 

 

122,137

 

Less: accumulated depreciation and amortization

 

 

(57,780

)

 

 

(49,963

)

Total

 

$

76,955

 

 

$

72,174

 

 

For the three and nine months ended September 30, 2024 there were sales of property, plant and equipment of $0.3 million which is included in capital expenditures. There were no sales of property, plant and equipment during the three and nine months ended September 30, 2023.

 

 

13


 

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

 

 

 

September 30, 2024

 

 

December 31, 2023

 

Compensation and related benefits

 

$

15,077

 

 

$

12,926

 

Other

 

 

14,257

 

 

 

11,850

 

Total accrued expenses and other current liabilities

 

$

29,334

 

 

$

24,776

 

 

8. Long-Term Debt

The Company’s debt consisted of the following (in thousands):

 

 

 

September 30, 2024

 

 

December 31, 2023

 

Term loans

 

 

611,366

 

 

$

539,247

 

Less: unamortized debt issuance costs

 

 

(9,264

)

 

 

(3,769

)

Total net debt

 

 

602,102

 

 

 

535,478

 

Less: current portion

 

 

(6,028

)

 

 

(6,896

)

Long-term debt

 

$

596,074

 

 

$

528,582

 

 

The Company’s long-term debt at September 30, 2024 consisted of borrowings under its Credit Agreement, dated as of October 2, 2017, as amended from time to time (the Credit Agreement).

On May 3, 2024, the Company used a portion of the net proceeds from its IPO to voluntarily repay $284.6 million of aggregate principal amount of term loans under its Credit Agreement plus accrued interest of $0.3 million. The Company wrote off $0.8 million in unamortized debt issuance costs and expensed $0.8 million in refinancing costs associated with the amendment of the Credit Agreement. These charges are included in refinancing costs in the Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2024.

On May 10, 2024, the Credit Agreement was amended to extend the maturity date to May 10, 2030 from April 2, 2026 and reduce the applicable margin by between 2.0