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 29, 2013

Wesco Aircraft Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

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 29, 2013, Wesco Aircraft Holdings, Inc. (the “Company”) announced its financial results for the quarter ended December 31, 2012. 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 on which its financial results for the quarter ended December 31, 2012 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

On January 29, 2013, the Company posted the materials attached as Exhibits 99.1 and 99.2 on its website (www.wescoair.com).

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 29, 2013
99.2	Slides for the Earnings Conference Call

2

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 29, 2013	WESCO AIRCRAFT HOLDINGS, INC.
	By:	/s/ Gregory A. Hann
		Gregory A. Hann
		Executive Vice President and Chief Financial
		Officer

3

EXHIBIT INDEX

ExhibitNumber	Description
99.1	Press Release, issued by the Company on January 29, 2013
99.2	Slides for the Earnings Conference Call

4

EX-99.1

Exhibit 99.1

Wesco Aircraft Holdings Reports Results for Fiscal First Quarter 2013

VALENCIA, CA, January 29, 2013 — Wesco Aircraft Holdings, Inc. (“Wesco Aircraft” or the “Company”) (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, 2012.

Highlights

·Revenue of $211.2 million, up 9.7% compared to $192.6 million in the prior year

·Net Income of $18.4 million, with Diluted Earnings Per Share of $0.19

·Adjusted Net Income of  $24.1 million, with Adjusted Diluted Earnings Per Share of $0.25

·Full year 2013 guidance unchanged for sales of $865 to $890 million, Diluted EPS of $1.08 to $1.12, and Adjusted Diluted EPS of $1.14 to $1.19.

Fiscal 2013 First Quarter Results

Revenue for the first fiscal quarter was $211.2 million, an increase of 9.7% compared to $192.6 million in the prior year period.  The increase in the North America segment was 10.3% which was mainly driven by the Interfast acquisition.  Wesco again demonstrated strong international growth during the quarter with revenues in the Rest of World segment increasing by 32.9% compared to the prior year.  In the first quarter, Ad Hoc, JIT and LTA sales as a percentage of net sales represented 40%, 26% and 34%, respectively, compared to 35%, 31% and 34%, respectively, for the same period last year.

Net income for the first quarter was $18.4 million, resulting in Diluted Earnings Per Share of $0.19. This compares to $23.2 million, or $0.24 per share in the prior year period.  The reduction in Diluted Earnings Per Share was primarily the result of a write-off of deferred financing costs associated with the recent refinancing of the Company’s debt and credit facilities (approx. $0.03 per share) and integration costs associated with the recent acquisition of Interfast ($0.01 per share).  Excluding these and other unusual items, Adjusted Net Income was $24.1 million and Adjusted Earnings Per Share was $0.25 in the first quarter of 2013 as compared to $24.3 million or $0.26 per share in the prior year period.  The current year period benefitted from higher sales, primarily due to the Interfast acquisition, and a lower tax rate.  Offsetting this benefit were slightly lower gross margins as our lower margin electronics products sales grew more rapidly than our hardware sales and the addition of SG&A costs associated with the Interfast business.

Wesco Aircraft’s Chairman, President and Chief Executive Officer, Randy Snyder said, “Our first quarter results were strong and give us high confidence in our full year guidance for sales growth and earnings per share.  We are experiencing high levels of activity in bookings, additions to our current contracts, and contract signings with new customers, which adds to our optimism for the rest of the year and beyond.  The Interfast integration is also going very well and exceeding my expectations.  None of this would

be achievable without our strong customer relationships, the support of our suppliers and the dedicated efforts of the best employees in the business.”

Financial Outlook

Based on our performance during the first quarter, Wesco reiterates its guidance for 2013 and expects full year revenues to be between $865 and $890 million, representing a growth rate of approximately 11% to 15% over 2012 results. Diluted EPS and Adjusted Diluted EPS are expected to be in the range of $1.08 to $1.12, and $1.14 to $1.19, respectively.

Conference Call Information

Wesco Aircraft will also hold a conference call to discuss its first quarter results at 5:00 p.m. EST on January 29, 2013.  The conference call can be accessed by dialing 866-825-3308 (domestic) or 617-213-8062 (international).  Participants will need to enter passcode 41826718.

The conference call will be simultaneously broadcast on Wesco Aircraft’s Investor Relations website (http://ir.wescoair.com).

Following the live webcast, a replay will be available on the Company’s website for one year.  A telephonic replay will also be available approximately one hour after the conference call and may be accessed by dialing 888-286-8010 (domestic) or 617-801-6888 (international) and entering passcode 57269261.  The telephonic replay will be available until February 5, 2013.

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 more than 500,000 different stock keeping units, including hardware, bearings, tools, electronic components and machined parts. Wesco Aircraft has more than 1,200 employees across 41 locations in 12 countries.

To learn more about Wesco Aircraft, visit our website at www.wescoair.com.

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) unusual or non-recurring items and (iv) the tax effect of items (i) through (iii) 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.  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. 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 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, 2012 filed on November 30, 2012. 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)

Exhibit 1

Wesco Aircraft Holdings, Inc.

Consolidated Statements of Income (UNAUDITED)

(In thousands, except for per share data)

	Three Months Ended
	December 31, 2012			December 31, 2011
Net sales	$	211,170		$	192,554
Cost of sales	137,070			119,282
Gross profit	74,100			73,272
Selling, general and administrative expenses	34,725			28,193
Income from operations	39,375			45,079
Interest expense, net	(11,377		)	(6,514		)
Other expense, net	(155		)	(22		)
Income before provision for income taxes	27,843			38,543
Provision for income taxes	(9,417		)	(15,365		)
Net income	$	18,426		$	23,178
Net income per share:
Basic	$	0.20		$	0.25
Diluted	$	0.19		$	0.24
Weighted average shares outstanding:
Basic	92,514			91,198
Diluted	95,179			94,979

Exhibit 2

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Balance Sheets (UNAUDITED)

(In thousands)

	December 31, 2012		September 30, 2012
Assets
Cash and cash equivalents	$	39,734	$	60,856
Accounts receivable, net	129,667		130,013
Inventories	572,731		557,216
Other current assets	53,764		53,944
Deferred income taxes	32,396		32,872
Total current assets	828,292		834,901
Long-term assets	702,586		702,515
Total assets	$	1,530,878	$	1,537,416
Liabilities and Stockholders’ Equity
Accounts payable	$	72,862	$	79,940
Other current liabilities	14,758		19,788
Income taxes payable	2,843		2,078
Long-term debt—current portion	21,250		—
Capital lease obligations—current portion	1,085		593
Total current liabilities	112,798		102,399
Long-term debt	593,750		626,000
Capital lease obligations	1,342		205
Deferred income taxes	57,647		55,445
Total Long-term liabilities	652,739		681,650
Total liabilities	765,537		784,049
Total stockholders’ equity	765,341		753,367
Total liabilities and stockholders’ equity	$	1,530,878	$	1,537,416

Exhibit 3

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (UNAUDITED)

(In thousands)

	Three Months Ended
	December 31, 2012			December 31, 2011
Cash flows from operating activities
Net income	$	18,426		$	23,178
Adjustments to reconcile net income to net cash provided by operating activities
Amortization of intangible assets	1,663			923
Depreciation	1,253			1,459
Amortization of deferred financing costs	5,664			998
Bad debt and sales return reserve	(18		)	(90		)
Non-cash foreign currency exchange	230			(39		)
Non-cash stock-based compensation	987			665
Excess tax benefit related to stock options exercised	(741		)	—
Change in value of derivative	—			(734		)
Deferred income tax provision	2,677			2,070
Loss on fixed asset disposal	—			339
Changes in assets and liabilities
Accounts receivable	(1,343		)	(3,252		)
Income taxes receivable	3,891			5,808
Inventories	(16,034		)	(5,382		)
Prepaid expenses and other assets	(2,885		)	(2,008		)
Accounts payable	(5,460		)	2,682
Accrued expenses and other liabilities	(5,017		)	(6,663		)
Income taxes payable	788			2,643
Net cash provided by operating activities	4,081			22,597
Cash flows from investing activities
Purchases of property and equipment	(597		)	(644		)
Proceeds from sale of equipment	—			2,759
Net cash provided by (used in) investing activities	(597		)	2,115
Cash flows from financing activities
Proceeds from issuance of long-term debt	615,000			—
Repayments of long-term debt	(626,000		)	(25,000		)
Financing fees	(7,274		)	—
Repayment of capital lease obligations	(341		)	(521		)
Excess tax benefit related to stock options exercised	741			—
Proceeds from exercise of stock options	1,787			—
Purchase of Treasury Stock	(8,452		)	—
Net cash used in financing activities	(24,539		)	(25,521		)
Effect of foreign currency exchange rates on cash and cash equivalents	(67		)	(41		)
Net decrease in cash and cash equivalents	(21,122		)	(850		)
Cash and cash equivalents, beginning of period	60,856			45,525
Cash and cash equivalents, end of period	$	39,734		$	44,675

Exhibit 4

Wesco Aircraft Holdings, Inc.

Non-GAAP Financial Information (UNAUDITED)

(In thousands, except for per share data)

	Three Months Ended
	December 31, 2012			December 31, 2011
EBITDA & Adjusted EBITDA
Net income	$	18,426		$	23,178
Provision for income taxes	9,417			15,365
Interest and other, net	11,377			6,514
Depreciation and amortization	2,916			2,382
EBITDA	42,136			47,439
Unusual or non-recurring items	1,454			—
Adjusted EBITDA	$	43,590		$	47,439
Adjusted Net Income
Net income	$	18,426		$	23,178
Amortization of intangible assets	1,663			923
Amortization of deferred financing costs	5,664			998
Unusual or non-recurring items	1,454			—
Adjustments for tax effect	(3,082		)	(768		)
Adjusted Net Income	$	24,125		$	24,331
Adjusted Basic Earnings Per Share
Weighted-average number of basic shares outstanding	92,514			91,198
Adjusted Net Income Per Basic Shares	$	0.26		$	0.27
Adjusted Diluted Earnings Per Share
Weighted-average number of diluted shares outstanding	95,179			94,979
Adjusted Net Income Per Diluted Shares	$	0.25		$	0.26

Contact Information

Mark Davidson

Investor Relations

661-802-5090

Mark.Davidson@wescoair.com

EX-99.2

Exhibit 99.2

First Quarter 2013 Conference Call  January 29, 2013

2 Agenda Introduction Company Highlights Business  Update Financial  Overview Questions &  Answers    Mark Davidson    Investor Relations    Randy Snyder    Chairman, Chief Executive Officer and President    Hal Weinstein    Executive Vice President, Sales and Marketing    Greg Hann    Executive Vice President, 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, 2012 filed with the Securities and Exchange Commission on November 30, 2012. 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 2013 Highlights First quarter revenues of $211.2 million, up 10% compared to Q1 2012  Rest of World segment revenues up by 33% year-over-year First quarter 2013 Adjusted EBITDA of $43.6 million Adjusted Net Income for the first quarter of $24.1 million  First quarter 2013 Adjusted Diluted EPS of $0.25 Completed debt refinancing in Q1 2013 – 5 year, $825 million facility including a $200 million revolver  Generated $3.5 million of free cash flow and repaid $10.0 million of debt during the first quarter  

5 First Quarter 2013 Financial Results First quarter revenue of $211.2 million, up 10.0% year over year Ad-hoc increased to 40% of total sales Gross profit margins of 35.1% in Q1 2013 vs. 38.1% in Q1 2012, largely due to faster growth in lower margin EPG sales SG&A expenses for the quarter of $34.7 million compared to $28.2 million in Q1 2012 Adjusted EBITDA for Q1 2013 of $43.6 million, compared to $47.4 million in Q1 2012 +10.0% +7.5% Revenue Revenue Mix Adjusted EBITDA Adjusted EPS 31% 26% 34% 34% 35% 40% Q1 2012 Q1 2013 JIT LTA Adhoc $0.26 $0.25 Q1 2012 Q1 2013 $47.4 $43.6 Q1 2012 Q1 2013

6 Full Year 2013 Outlook Reiterating full year 2013 outlook, expecting continued growth in revenue and earnings $865 - $890 $1.08 - $1.19 $1.14 - $1.19

Appendix 7

8 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) unusual or non-recurring items and (iv) the tax effect of items (i) through (iii) 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.  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.  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  Wesco Aircraft Holdings, Inc. Non-GAAP Financial Information (UNAUDITED) (In thousands, except for per share data)  Three Months Ended December 31, 2012 December 31, 2012 EBITDA & Adjusted EBITDA Net income $18,426 $23,178 Provision for income taxes 9,417 15,365 Interest and other, net 11,377 6,514 Depreciation and amortization 2,916 2,382 EBITDA 42,136 47,439 Unusual or non-recurring items 1,454 - Adjusted EBITDA $43,590 $47,439  Adjusted Net Income Net income $18,426 $23,178 Amortization of intangible assets 1,663 923 Amortization of deferred financing costs 5,664 998 Unusual or non-recurring items 1,454 - Adjustments for tax effect (3,082) (768) Adjusted Net Income $24,125 $25,331  Adjusted Basic Earnings per Share Weighted-average number of basic shares outstanding 92,514 91,198 Adjusted Net Income Per Basic Shares $0.26 $0.27  Adjusted Diluted Earnings Per Share Weighted-average number of diluted shares outstanding 95,179 94,979 Adjusted Net Income Per Diluted Shares $0.25 $0.26