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): August 9, 2011
Wesco Aircraft Holdings, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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001-35235 |
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20-5441563 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
27727 Avenue Scott
Valencia, California 91355
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (661) 775-7200
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On August 9, 2011, Wesco Aircraft Holdings, Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2011. The full text of the press released issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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Press Release, issued by the Company on August 9, 2011 |
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 hereunto duly authorized.
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Date: August 9, 2011 |
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WESCO AIRCRAFT HOLDINGS, INC. | |
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By: |
/s/ Gregory A. Hann |
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Gregory A. Hann |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Wesco Aircraft Holdings Reports Fiscal Third Quarter 2011 Results
VALENCIA, CA, August 9, 2011 — Wesco Aircraft Holdings, Inc. (NYSE: WAIR), a leading provider of comprehensive supply chain management services to the global aerospace industry, today announced results for its fiscal third quarter ended June 30, 2011.
Highlights
· Revenue was $180.0 million, a company record, up 5.2% compared to $171.1 million in the third quarter of 2010
· Adjusted EBITDA was $43.9 million, compared to $45.9 million in the third quarter of 2010
· Adjusted Diluted EPS was $0.23, compared to $0.26 in the third quarter of 2010
· Completed an initial public offering of 21.0 million shares of common stock on August 2, 2011
Fiscal 2011 3rd Quarter Results
Revenue for the third fiscal quarter was $180.0 million, an increase of 5.2% compared to $171.1 million in the prior year period. Wesco continued to experience strong international growth during the quarter. Ad hoc, JIT and LTA sales as a percentage of net sales represented 40%, 28% and 32%, respectively, compared to 35%, 32% and 33%, respectively, for the same period last year.
Adjusted EBITDA for the third quarter was $43.9 million as compared to $45.9 million in the third quarter of 2010. The change was primarily due to a decline in the gross profit percentage caused by changes in the sales mix. Net income for the third quarter of 2011 was $14.0 million, or Diluted Earnings Per Share (EPS) of $0.15. This compared to $21.5 million, or $0.24 per share in the prior year period. This decline was primarily driven by the recording of a loss on the extinguishment of debt in the amount of $7.1 million in conjunction with the April 2011 debt refinancing, and $2.5 million of fees related to Wesco’s initial public offering. Adjusted Net Income was $21.1 million, or $0.23 per share, compared to $23.6 million, or $0.26 per share in the prior year period, driven by the decline in the gross profit percentage.
Randy Snyder, Wesco’s Chairman, President, and Chief Executive Officer said, “First, we are very excited that Wesco Aircraft is now a public company. I want to thank all of our employees and those outside the company that helped make this possible. This is the culmination of a goal that I have had for a long time. With that said, we are pleased with
our performance this quarter as we report record revenues, and continue to strengthen our competitive position globally.”
“During the quarter, we remained focused on improving our processes and expanding our product offering. We believe that we are well positioned to capitalize on the aerospace industry growth cycle, which we believe will support the continued growth of our business,” added Snyder.
Financial Outlook
Based on the strong performance during the first three quarters of the fiscal year and current outlook for the fourth quarter, Wesco expects full year revenues for fiscal 2011 of between $704 million and $708 million, representing a growth rate of 7% to 8% over our 2010 results. Diluted EPS and Adjusted Diluted EPS are expected to be in the range of $0.79 to $0.82, and $0.93 to $0.96, respectively. These EPS estimates are based on an estimated 2011 fiscal year average diluted share count of 93.4 million.
Conference Call Information
The Company will hold a conference call to discuss its third quarter 2011 results at 5:00 p.m. EDT this afternoon. The call will be webcast live over the Internet from the Company’s website at www.wescoair.com under “Investor Relations.” Participants should follow the instructions provided on the website to download and install the necessary audio applications. The conference call also is available by dialing 1-800-561-2601 (domestic) or 1-617-614-3518 (international) and entering passcode 62068921. Participants should ask for the Wesco Aircraft Holdings third quarter earnings conference call.
A replay of the live conference call will be available approximately one hour after the call. The replay will be available on the Company’s website or by dialing 1-888-286-8010 (domestic) or 1- 617-801-6888 (international) and entering the replay passcode 49558849. The telephonic replay will be available until Tuesday, August 16, 2011.
About Wesco Aircraft
Wesco Aircraft is one of the world’s largest distributors and providers of comprehensive supply chain management services to the global aerospace industry. The Company’s services range from traditional distribution to the management of supplier relationships, quality assurance, kitting, just-in-time delivery and point-of-use inventory management. The Company believes it offers the world’s broadest inventory of aerospace parts, comprised of approximately 450,000 different stock keeping units, including hardware, bearings, tools, electronic components and machined parts. Wesco Aircraft has more than 1,000 employees across 28 locations in 10 countries.
Contact Information:
Richard Zubek
Investor Relations
661-802-5078
InvestorRelations@wescoair.com
Non-GAAP Financial Information
“Adjusted Net Income” represents Net Income before: (i) amortization of intangible assets, (ii) amortization of inventory step-up, (iii) amortization or write-off of deferred financing costs and original issue discount, or OID, (iv) Carlyle Acquisition related non-cash stock-based compensation expense, (v) unusual or non-recurring items and (vi) the tax effect of items (i) through (v) above calculated using an assumed effective tax rate.
“Adjusted Basic EPS” represents Basic EPS calculated using Adjusted Net Income as opposed to Net Income.
“Adjusted Diluted EPS” represents diluted EPS calculated using Adjusted Net Income as opposed to Net Income.
“Adjusted EBITDA” represents net income before: (i) income tax provision, (ii) net interest expense, (iii) depreciation and amortization, (iv) amortization of inventory step-up, (v) Carlyle Acquisition related noncash stock-based compensation expense and (vi) unusual or non-recurring items.
Wesco utilizes and discusses Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA, which are non-GAAP measures our management uses to evaluate our business, because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. We believe these metrics are used in the financial community, and we present these metrics to enhance investors, understanding of our operating performance and cash flow. You should not consider Adjusted EBITDA and Adjusted Net Income as an alternative to Net Income, determined in accordance with GAAP, as an indicator of operating performance, or as an alternative to net cash provided by operating activities, determined in accordance with GAAP, as an indicator of our cash flow. Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA are not measurements of financial performance under GAAP, and these metrics may not be comparable to similarly titled measures of other companies. See below for a reconciliation of Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP.
Forward Looking Statements
Certain information in this news release contains forward-looking statements with respect to the Company’s financial condition, results of operations or business or its expectations or beliefs concerning future events. Such forward-looking statements include the discussions of the Company’s business strategies and the Company’s expectations concerning future operations, revenues, earnings per share, margins, profitability, liquidity and capital resources. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although the Company believes that such forward-looking statements are reasonable, it cannot assure you that any forward-looking statements will prove to be correct. Such forward-looking statements involve risks, uncertainties, estimates and assumptions that may cause the Company’s actual results, performance or achievements to be materially different. Additional information relating to factors that may cause actual results to differ from the Company’s forward-looking statements can be found in the Company’s filings with the Securities and Exchange Commission, including the prospectus, dated July 27, 2011, relating to the Company’s initial public offering. The Company undertakes no obligation to update or revise forward-looking statements after the day of the release as a result of new information, future events or developments except as required by law.
Exhibits:
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Exhibit 1: |
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Consolidated Statements of Income |
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Exhibit 2: |
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Condensed Consolidated Balance Sheets |
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Exhibit 3: |
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Condensed Consolidated Statements of Cash Flows |
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Exhibit 4: |
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Non-GAAP Financial Information |
Exhibit 1
Wesco Aircraft Holdings, Inc
Consolidated Statements of Income (UNAUDITED)
(In thousands, except share and per share data)
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Three Months Ended |
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Nine Months Ended |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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Net sales |
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$ |
180,013 |
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$ |
171,116 |
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$ |
529,556 |
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$ |
482,027 |
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Cost of sales |
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111,393 |
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102,876 |
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326,811 |
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295,948 |
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Gross profit |
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68,620 |
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68,240 |
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202,745 |
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186,079 |
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Selling, general and administrative expenses |
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29,817 |
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24,968 |
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79,698 |
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74,294 |
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Income from operations |
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38,803 |
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43,272 |
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123,047 |
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111,785 |
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Interest expense, net |
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(14,966 |
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(9,199 |
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(27,551 |
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(27,413 |
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Other income (expense), net |
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45 |
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(495 |
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(133 |
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562 |
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Income before provision for income taxes |
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23,882 |
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33,578 |
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95,363 |
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84,934 |
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Provision for income taxes |
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(9,921 |
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(12,121 |
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(37,794 |
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(31,292 |
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Net income |
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$ |
13,961 |
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$ |
21,457 |
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$ |
57,569 |
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$ |
53,642 |
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Net income per share: |
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Basic |
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$ |
0.15 |
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$ |
0.24 |
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$ |
0.64 |
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$ |
0.59 |
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Diluted |
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$ |
0.15 |
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$ |
0.24 |
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$ |
0.62 |
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$ |
0.59 |
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Weighted average shares outstanding: |
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Basic |
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90,613,816 |
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90,569,141 |
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90,598,673 |
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90,569,141 |
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Diluted |
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92,712,655 |
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90,571,536 |
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92,661,695 |
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90,571,353 |
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Exhibit 2
Wesco Aircraft Holdings, Inc.
Condensed Consolidated Balance Sheets (UNAUDITED)
(In thousands, except share and per share data)
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June 30, |
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September 30, |
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2011 |
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2010 |
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Assets |
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Cash and cash equivalents |
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$ |
35,939 |
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$ |
39,463 |
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Accounts receivable, net |
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100,092 |
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89,427 |
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Inventories |
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480,784 |
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483,442 |
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Other current assets |
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8,903 |
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6,581 |
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Deferred income taxes |
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30,482 |
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33,138 |
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Total current assets |
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656,200 |
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652,051 |
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Long-term assets |
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627,481 |
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626,961 |
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Total assets |
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$ |
1,283,681 |
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$ |
1,279,012 |
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Liabilities and Stockholders’ Equity |
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Accounts payable |
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$ |
45,601 |
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$ |
59,183 |
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Other current liabilities |
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$ |
17,000 |
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$ |
20,888 |
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Capital lease obligations—current portion |
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2,112 |
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1,354 |
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Income taxes payable |
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1,599 |
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5,500 |
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Total current liabilities |
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66,312 |
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86,925 |
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Long-term liabilities |
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612,350 |
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646,348 |
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Total liabilities |
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678,662 |
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733,273 |
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Total stockholders’ equity |
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605,019 |
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545,739 |
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Total liabilities and stockholders’ equity |
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$ |
1,283,681 |
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$ |
1,279,012 |
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Exhibit 3
Wesco Aircraft Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (UNAUDITED)
(In thousands)
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Nine Months Ended |
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June 30, |
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June 30, |
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2011 |
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2010 |
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Cash flows from operating activities |
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Net income |
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$ |
57,569 |
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$ |
53,642 |
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Adjustments to reconcile net income to net cash provided by operating activities |
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Non-cash items |
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20,482 |
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19,372 |
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Changes in assets and liabilities |
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Accounts receivable |
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(10,628 |
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(11,170 |
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Income taxes receivable |
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(3,275 |
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(18 |
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Inventories |
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2,447 |
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(1,634 |
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Prepaid expenses and other assets |
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1,969 |
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2,586 |
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Accounts payable |
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(13,602 |
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(2,639 |
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Accrued expenses and other liabilities |
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(222 |
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3,486 |
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Income taxes payable |
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(3,722 |
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2,304 |
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Net cash provided by operating activities |
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51,018 |
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65,929 |
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Cash flows from investing activities |
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Purchases of property and equipment |
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(3,991 |
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(2,527 |
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Net cash used in investing activities |
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(3,991 |
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(2,527 |
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Cash flows from financing activities |
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Net repayments under line of credit |
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— |
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(798 |
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Repayments of long-term debt |
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(36,243 |
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(38,382 |
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Financing fees |
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(13,144 |
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— |
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Repayment of capital lease obligations |
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(1,448 |
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(902 |
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Net cash used in financing activities |
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(50,835 |
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(40,082 |
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Effect of foreign currency exchange rates on cash and cash equivalents |
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284 |
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(881 |
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Net increase (decrease) in cash and cash equivalents |
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(3,524 |
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22,439 |
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Cash and cash equivalents, beginning of period |
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39,463 |
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11,406 |
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Cash and cash equivalents, end of period |
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$ |
35,939 |
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$ |
33,845 |
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Exhibit 4
Wesco Aircraft Holdings, Inc.
Non-GAAP Financial Information (UNAUDITED)
(Amounts in thousands, except shares and per share data)
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Three Months Ended |
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Nine Months Ended |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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EBITDA & Adjusted EBITDA |
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Net income |
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$ |
13,961 |
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$ |
21,457 |
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$ |
57,569 |
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$ |
53,642 |
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Income tax expense |
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9,921 |
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12,121 |
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37,794 |
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31,292 |
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Interest and other, net |
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14,966 |
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9,199 |
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27,551 |
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27,413 |
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Depreciation and amortization |
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2,331 |
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2,249 |
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6,960 |
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6,711 |
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EBITDA |
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41,179 |
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45,026 |
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129,874 |
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119,058 |
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Amortization of inventory step-up |
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— |
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516 |
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— |
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1,548 |
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Carlyle Acquisition related non-cash stock-based compensation expense |
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176 |
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397 |
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527 |
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1,191 |
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Unusual or non-recurring items |
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2,504 |
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— |
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2,504 |
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— |
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Adjusted EBITDA |
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$ |
43,859 |
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$ |
45,939 |
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$ |
132,905 |
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$ |
121,797 |
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Adjusted Net Income |
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Net income |
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$ |
13,961 |
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$ |
21,457 |
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$ |
57,569 |
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$ |
53,642 |
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Amortization of intangible assets |
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926 |
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1,062 |
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2,774 |
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3,198 |
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Amortization of inventory step-up |
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— |
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516 |
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— |
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1,548 |
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Amortization of deferred financing costs |
|
8,355 |
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1,614 |
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10,280 |
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3,465 |
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Carlyle Acquisition related non-cash stock-based compensation expense |
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176 |
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397 |
|
527 |
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1,191 |
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Unusual or non-recurring items |
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2,504 |
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— |
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2,504 |
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— |
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Adjustments for tax effect (@ 40%) |
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(4,784 |
) |
(1,436 |
) |
(6,434 |
) |
(3,761 |
) | ||||
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Adjusted Net Income |
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$ |
21,138 |
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$ |
23,610 |
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$ |
67,220 |
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$ |
59,283 |
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Adjusted Basic Earnings Per Share |
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|
|
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|
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Weighted-average number of basic shares outstanding |
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90,613,816 |
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90,569,141 |
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90,598,673 |
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90,569,141 |
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Adjusted Net Income Per Basic Shares |
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$ |
0.23 |
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$ |
0.26 |
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$ |
0.74 |
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$ |
0.65 |
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Adjusted Diluted Earnings Per Share |
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|
|
|
|
|
|
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Weighted-average number of diluted shares outstanding |
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92,712,655 |
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90,571,536 |
|
92,661,695 |
|
90,571,353 |
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Adjusted Net Income Per Diluted Shares |
|
$ |
0.23 |
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$ |
0.26 |
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$ |
0.73 |
|
$ |
0.65 |
|