8-K

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): January 26, 2012

Wesco Aircraft Holdings, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-35235	20-5441563
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		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:

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

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

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

oPre-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 January 26, 2012, Wesco Aircraft Holdings, Inc. (the “Company”) announced its financial results for the quarter ended December 31, 2011. The full text of the press release issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Following the publication of this earnings release, the Company hosted an earnings call in which its financial results for the quarter ended December 31, 2011 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

The information in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) 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.

ExhibitNumber	Description
99.1	Press Release, issued by the Company on January 26, 2012
99.2	Slides for the Earnings Conference Call

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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.

Date: January 26, 2012	WESCO AIRCRAFT HOLDINGS, INC.
	By:	/s/ Gregory A. Hann
		Gregory A. Hann Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

ExhibitNumber	Description
99.1	Press Release, issued by the Company on January 26, 2012
99.2	Slides for the Earnings Conference Call

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EX-99.1

Exhibit 99.1

Wesco Aircraft Holdings Reports Results for Fiscal First Quarter 2012

VALENCIA, CA, January 26, 2012 — 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 first quarter ended December 31, 2011.

Highlights

·Revenue of $192.6 million, a company record, up 11% compared to $173.5 million in the first quarter of 2011

·Adjusted EBITDA of $47.4 million, up 8% compared to $44.1 million in the first quarter of 2011

·Adjusted Diluted EPS of $0.26, compared to $0.25 in the first quarter of 2011

Fiscal 2012 First Quarter Results

Revenue for the first fiscal quarter was $192.6 million, another quarterly record and an increase of 11.0% compared to $173.5 million in the prior year period.  Wesco again demonstrated strong international growth during the quarter with revenues in the Rest of World segment increasing by 29.7% compared to the prior year.  In the first quarter, Ad hoc, JIT and LTA sales as a percentage of net sales represented 35%, 31% and 34%, respectively, compared to 38%, 33% and 29%, respectively, for the same period last year.

Adjusted EBITDA for the first quarter was $47.4 million as compared to $44.1 million in the first quarter of 2011.  The increase was due primarily to the growth in sales, partially offset by higher selling, general and administrative expenses.  Net income for the first quarter of fiscal 2012 was $23.2 million, resulting in Diluted Earnings Per Share (EPS) of $0.24.  This compared to $21.7 million, or $0.23 per share in the prior year period. Adjusted Net Income was $24.3 million, resulting in Adjusted Diluted Earnings Per Share of $0.26, compared to $23.0 million, or $0.25 per share in the prior year period.

Randy Snyder, Wesco’s Chairman, President, and Chief Executive Officer said, “Our ability to achieve double digit organic revenue growth in this environment is a reflection of the people, processes and systems we have developed and our commitment to delivering quality parts to our customers on-time. We are very pleased with our first quarter results and believe we are well-positioned for continued success throughout the remainder of the year.”

The Company generated $24.7 million of free cash flow and paid down $25.0 million of long term debt during the fiscal first quarter of 2012.

Financial Outlook

Wesco is reiterating its full year fiscal 2012 guidance for revenues of between $760 million and $785 million, representing a growth rate of 7% to 10% over 2011 results.  Diluted EPS and Adjusted Diluted EPS are expected to be in the range of $0.98 to $1.02, and $1.03 to $1.07, respectively.  These EPS estimates are based on estimated 2012 fiscal year averages of 92.6 million basic shares and 95.8 million diluted shares.

Conference Call Information

The Company will hold a conference call to discussits first quarter 2012 results at 5:00 p.m. EDT this afternoon. A live webcast of the call and accompanying slides may be accessed 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 866-804-6923 (domestic) or 1-857-350-1669 (international) and entering passcode 21768544.  Participants should ask for the Wesco Aircraft Holdings fourth quarter 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 35235348.  The telephonic replay will be available until Thursday, February 2, 2012.

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 475,000 different stock keeping units, including hardware, bearings, tools, electronic components and machined parts. Wesco Aircraft has more than 1,000 employees across 30 locations in 10 countries.

Contact Information:

Richard Zubek

Investor Relations

661-802-5078

InvestorRelations@wescoair.com

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Non-GAAP Financial Information

‘‘Adjusted Net Income’’ represents Net Income before: (i) amortization of intangible assets, (ii) amortization or write-off of deferred financing costs and original issue discount, or OID, (iii) Carlyle Acquisition related non-cash stock-based compensation expense, (iv) unusual or non-recurring items and (v) the tax effect of items (i) through (iv) 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) Carlyle Acquisition related non-cash stock-based compensation expense and (v) 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 Basic EPS, 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 “guidance,” “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the

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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 than those set forth in this news release. 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 Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011. 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:

Exhibit 1:	Consolidated Statements of Income (Unaudited)
Exhibit 2:	Condensed Consolidated Balance Sheets (Unaudited)
Exhibit 3:	Condensed Consolidated Statements of Cash Flows (Unaudited)
Exhibit 4:	Non-GAAP Financial Information (Unaudited)

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Exhibit 1

Wesco Aircraft Holdings, Inc.

Consolidated Statements of Income (UNAUDITED)

(In thousands, except for per share data)

	Three Months Ended
	December 31,			December 31,
	2011			2010
Net sales	$	192,554		$	173,528
Cost of sales	119,282			106,829
Gross profit	73,272			66,699
Selling, general and administrative expenses	28,193			25,388
Income from operations	45,079			41,311
Interest expense, net	(6,514		)	(6,277		)
Other income (expense), net	(22		)	516
Income before provision for income taxes	38,543			35,550
Provision for income taxes	(15,365		)	(13,880		)
Net income	$	23,178		$	21,670
Net income per share:
Basic	$	0.25		$	0.24
Diluted	$	0.24		$	0.23
Weighted average shares outstanding:
Basic	91,198			90,575
Diluted	94,979			92,564

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Exhibit 2

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Balance Sheets (UNAUDITED)

(In thousands)

	December 31,		September 30,
	2011		2011
Assets
Cash and cash equivalents	$	44,675	$	45,525
Accounts receivable, net	100,020		97,289
Inventories	488,664		483,062
Other current assets	7,858		11,740
Deferred income taxes	39,026		39,289
Total current assets	680,243		676,905
Long-term assets	618,469		624,480
Total assets	$	1,298,712	$	1,301,385
Liabilities and Stockholders’ Equity
Accounts payable	$	55,195	$	53,069
Other current liabilities	11,200		18,664
Income taxes payable	3,710		1,144
Capital lease obligations—current portion	1,926		2,069
Total current liabilities	72,031		74,946
Long-term liabilities	574,399		597,968
Total liabilities	646,430		672,914
Total stockholders’ equity	652,282		628,471
Total liabilities and stockholders’ equity	$	1,298,712	$	1,301,385

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Exhibit 3

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (UNAUDITED)

(In thousands)

	Three Months Ended
	December 31,			December 31,
	2011			2010
Cash flows from operating activities
Net income	$	23,178		$	21,670
Adjustments to reconcile net income to net cash provided by operating activities
Non-cash items	5,591			3,587
Changes in assets and liabilities
Accounts receivable	(3,252		)	(10,522		)
Income taxes receivable	5,808			47
Inventories	(5,382		)	(2,475		)
Prepaid expenses and other assets	(2,008		)	(1,503		)
Accounts payable	2,682			(10,192		)
Accrued expenses and other liabilities	(6,663		)	(2,813		)
Income taxes payable	2,643			4,707
Net cash provided by operating activities	22,597			2,506
Cash flows from investing activities
Purchases of property and equipment	(644		)	(234		)
Proceeds from sale of equipment	2,759			—
Net cash provided by (used in) investing activities	2,115			(234		)
Cash flows from financing activities
Repayments of long-term debt, net	(25,000		)	(14,000		)
Repayment of capital lease obligations	(521		)	(387		)
Net cash used in financing activities	(25,521		)	(14,387		)
Effect of foreign currency exchange rates on cash and cash equivalents	(41		)	(82		)
Net decrease in cash and cash equivalents	(850		)	(12,197		)
Cash and cash equivalents, beginning of period	45,525			39,463
Cash and cash equivalents, end of period	$	44,675		$	27,266

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Exhibit 4

Wesco Aircraft Holdings, Inc.

Non-GAAP Financial Information (UNAUDITED)

(In thousands, except for per share data)

	Three Months Ended
	December 31,			December 31,
	2011			2010
EBITDA & Adjusted EBITDA
Net income	$	23,178		$	21,670
Provision for income taxes	15,365			13,880
Interest and other, net	6,514			6,277
Depreciation and amortization	2,382			2,108
EBITDA	47,439			43,935
Carlyle Acquisition related non-cash stock-based compensation expense	—			176
Adjusted EBITDA	$	47,439		$	44,111
Adjusted Net Income
Net income	$	23,178		$	21,670
Amortization of intangible assets	923			923
Amortization of deferred financing costs	998			1,072
Carlyle Acquisition related non-cash stock-based compensation expense	—			176
Adjustments for tax effect (assumed rate of 40%)	(768		)	(868		)
Adjusted Net Income	$	24,331		$	22,973
Adjusted Basic Earnings Per Share
Weighted-average number of basic shares outstanding	91,198			90,575
Adjusted Net Income Per Basic Shares	$	0.27		$	0.25
Adjusted Diluted Earnings Per Share
Weighted-average number of diluted shares outstanding	94,979			92,564
Adjusted Net Income Per Diluted Shares	$	0.26		$	0.25

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EX-99.2

Exhibit 99.2

First Quarter 2012 Conference Call January 26, 2012

2 Agenda Introduction Company Highlights Business Update Financial Overview Questions & Answers Richard Zubek Investor Relations Randy Snyder Chairman, President and Chief Executive Officer Hal Weinstein Executive Vice President, Sales and Marketing Greg Hann Executive Vice President and Chief Financial Officer

3 Disclaimer Safe Harbor Statement The following information contains, or may be deemed to contain, “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995). Most forward-looking statements contain words that identify them as forward-looking, such as “may”, “plan”, “seek”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “project”, “opportunity”, “target”, “goal”, “growing” and “continue” or other words that relate to future events, as opposed to past or current events. By their nature, forward-looking statements are not statements of historical facts and involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These statements give Wesco Aircraft’s current expectation of future events or its future performance and do not relate directly to historical or current events or Wesco Aircraft’s historical or future performance. As such, Wesco Aircraft’s future results may vary from any expectations or goals expressed in, or implied by, the forward-looking statements included in this presentation, possibly to a material degree. Wesco Aircraft cannot assure you that the assumptions made in preparing any of the forward-looking statements will prove accurate or that any long-term financial goals will be realized. All forward-looking statements included in this presentation speak only as of the date made, and Wesco Aircraft undertakes no obligation to update or revise publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise. In particular, Wesco Aircraft cautions you not to place undue weight on certain forward-looking statements pertaining to potential growth opportunities, long-term financial projections or goals, future growth or the value we currently ascribe to certain attributes set forth herein. Actual results may vary significantly from these statements. Wesco Aircraft’s business is subject to numerous risks and uncertainties, which may cause future results of operations to vary significantly from those presented herein, including those highlighted in the section entitled “Risk Factors” in Wesco Aircraft’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011. Wesco Aircraft discloses Adjusted EBITDA and Adjusted Net Income, which are non-GAAP measures its management uses to evaluate its business, because it believes they assist investors and analysts in comparing its performance across reporting periods on a consistent basis by excluding items that Wesco Aircraft does not believe are indicative of its core operating performance. Wesco Aircraft believes these metrics are used in the financial community, and it presents these metrics to enhance investors’ understanding of its 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 Wesco Aircraft’s cash flow. See the Appendix for reconciliations of Adjusted EBITDA and Adjusted Net Income to GAAP net income.

4 First Quarter 2012 Highlights Record sales in the first quarter 2012 First quarter revenues of $192.6 million, up 11% compared to Q1 2011 First quarter 2012 Adjusted EBITDA of $47.4, up 8% compared to Q1 2011 First quarter 2012 Adjusted diluted EPS of $0.26 Generated $24.7 million of free cash flow and repaid $25.0 million of debt during the first quarter

5 First Quarter 2012 Financial Results Company record Q1 revenue of $192.6 million, up 11.0% year over year LTAs increased to 34% of total sales Gross profit margins declined slightly to 38.1% in Q1 2012 vs. 38.4% in Q1 2011 SG&A expenses for the quarter of $28.2 million compared to $25.4 million in Q1 2011 Adjusted EBITDA for Q1 2012 of $47.4 million, up 7.5% compared to $44.1 million in Q1 2011 Net Income and Adjusted Net Income of $23.2 million and $24.3 million, respectively +11.0% +7.5% Revenue Revenue Mix Adjusted EBITDA Adjusted EPS $0.25 $0.26 Q1 2011 Q1 2012 $44.1 $47.4 Q1 2011 Q1 2012 33% 31% 29% 34% 38% 35% Q1 2011 Q1 2012 JIT LTA Adhoc $173.5 $192.6 Q1 2011 Q1 2012

6 Full Year 2012 Outlook Reiterating full year 2012 outlook, expecting continued growth in revenue and earnings Revenue forecast (in millions): $760 - $785 Diluted EPS forecast: $0.98 - $1.02 Adjusted Diluted EPS forecast: $1.03 - $1.07 Full Year 2012 Outlook

Appendix 7

8 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 non-cash 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 Basic EPS, 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.

9 Non-GAAP Financial Information December 31, 2011 December 31, 2010 EBITDA & Adjusted EBITDA Net income $23,178 $21,670 Provision for income taxes 15,365 13,880 Interest and other, net 6,514 6,277 Depreciation and amortization 2,382 2,108 EBITDA 47,439 43,935 Carlyle Acquisition related non-cash stock-based compensation expense - 176 Adjusted EBITDA $47,439 $44,111 Adjusted Net Income Net income $23,178 $21,670 Amortization of intangible assets 923 923 Amortization of deferred financing costs 998 1,072 Carlyle Acquisition related non-cash stock-based compensation expense - 176 Adjustments for tax effect (assumed rate of 40%) (768) (868) Adjusted Net Income $24,330 $22,973 Adjusted Basic Earnings Per Share Weighted-average number of basic shares outstanding 91,198 90,575 Adjusted Net Income Per Basic Shares $0.27 $0.25 Adjusted Diluted Earnings Per Share Weighted-average number of diluted shares outstanding 94,979 92,564 Adjusted Net Income Per Diluted Shares $0.26 $0.25 Wesco Aircraft Holdings, Inc. Non-GAAP Financial Information (UNAUDITED) (In thousands, except for per share data) Three Months Ended