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): November 19, 2015

 


 

Wesco Aircraft Holdings, Inc.

(Exact name of registrant as specified in its charter)

 


 

DELAWARE

 

001-35253

 

20-5441563

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

24911 Avenue Stanford

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 November 19, 2015, Wesco Aircraft Holdings, Inc. (the “Company”) announced its financial results for the fiscal year and quarter ended September 30, 2015. 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 fiscal year and quarter ended September 30, 2015 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

 

On November 19, 2015, 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.

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, issued by the Company on November 19, 2015

 

 

 

99.2

 

Investor Presentation Materials 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: November 19, 2015

WESCO AIRCRAFT HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Richard J. Weller

 

 

Richard J. Weller
Executive Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, issued by the Company on November 19, 2015

 

 

 

99.2

 

Investor Presentation Materials for the Earnings Conference Call

 

4




Exhibit 99.1

 

 

 

Wesco Aircraft Holdings Reports Results for

Fiscal 2015 Fourth Quarter and Year

 

— Significant Fourth Quarter Actions Set Stage for Future Performance —

 

VALENCIA, Calif., November 19, 2015 — 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 2015 fourth quarter and year ended September 30, 2015.

 

Fiscal 2015 Fourth Quarter Highlights

 

·                  Net sales of $369.7 million, down nine percent (seven percent, excluding foreign exchange)

·                  Fourth quarter actions taken to reduce costs

·                  Inventory and goodwill value analyzed and adjusted

·                  Net loss of $214.0 million, or $2.21 per diluted share, primarily due to unusual or non-recurring items, including inventory adjustments, goodwill impairment, and restructuring and other costs

·                  Unusual or non-recurring items and non-GAAP adjustments totaled $240.5 million, or $2.48 per diluted share

·                  Adjusted net income of $26.5 million, or $0.27 per diluted share

·                  Adjusted EBITDA of $46.0 million, or 12.4 percent of net sales

·                  Free cash flow at 198 percent of adjusted net income; paid down debt by $50 million

 

Dave Castagnola, president and chief executive officer, said, “Our fiscal 2015 fourth quarter results reflect the end of a transitional period for Wesco, in which we stabilized the business, took action to improve future performance, generated robust cash flow and paid down debt. We steadied sales and costs sequentially in the fourth quarter and aligned the company around our market growth channels. We see these changes as driving increased business and an improved outlook for fiscal 2016.”

 

Fiscal 2015 Fourth Quarter Results

 

Net sales in the fiscal 2015 fourth quarter were $369.7 million, compared to $408.2 million in the prior-year fourth quarter and $368.7 million in the fiscal 2015 third quarter. Organic sales adjusted for the impact of foreign currency movements decreased seven percent in the fiscal 2015 fourth quarter compared to the prior-year period, primarily due

 



 

to the end of a large commercial hardware contract on March 31, 2015, as previously disclosed.

 

The company recorded a net loss in the fiscal 2015 fourth quarter of $214.0 million, or $2.21 per diluted share, primarily due to unusual or non-recurring items discussed below. Adjusted net income was $26.5 million, or $0.27 per diluted share, compared to $29.7 million, or $0.30 per diluted share, in the same period last year. The decrease in adjusted net income primarily reflects the decline in organic sales and changes to the mix of products and services sold, offset by realized and unrealized foreign exchange gains in other income associated with certain transactions.

 

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) in the fiscal 2015 fourth quarter were $46.0 million, compared with $58.0 million in the same period last year and $42.6 million in the previous quarter.

 

Free cash flow was $52.4 million in the fiscal 2015 fourth quarter, compared with $48.6 million in the same period last year and $32.6 million in the fiscal 2015 third quarter.

 

Unusual or Non-recurring Items and Non-GAAP Adjustments

 

Unusual or non-recurring items and non-GAAP adjustments in the fiscal 2015 fourth quarter totaled $366.1 million on a pre-tax basis ($240.5 million, or $2.48 per diluted share, net of income taxes). Unusual or non-recurring items consisted of an adjustment to reduce the value of inventory, impairment of goodwill, and restructuring and other costs.

 

In the fiscal 2015 fourth quarter, the company revised its methodology for excess and obsolete inventory provisioning to align with a shift in management philosophy, which resulted in an increase in the inventory provision of $91.3 million. The change in philosophy reflects the evolution of Wesco’s business model from a distributor servicing fluctuating demand to primarily an integrated supply chain service provider servicing demand through long-term contracts and focused forecast consumption. The company recorded the non-cash adjustment in cost of sales in its consolidated statement of operations.

 

The company performed an impairment test in conjunction with its annual assessment of the value of goodwill and intangible assets. The test indicated that the estimated fair value of the company’s North American hardware business was less than its carrying value, reflecting management’s reduced sales and earnings outlook. This resulted in a pre-tax non-cash impairment charge of $263.8 million in the fiscal 2015 fourth quarter.

 

In addition, the company recorded pre-tax restructuring charges and other costs of $6.0 million, primarily due to actions taken in the fourth quarter to reduce costs, including headcount reductions and facility consolidations, as well as integration costs.

 

Non-GAAP adjustments include amortization of intangible assets and deferred financing costs of $4.0 million and $1.1 million, respectively. The company has provided a

 

2



 

reconciliation of GAAP to non-GAAP results in the tables that accompany this press release.

 

Fiscal 2015 Full-Year Results

 

Net sales in fiscal 2015 were $1,497.6 million, an increase of 10.5 percent compared to $1,355.9 million in fiscal 2014. The net sales increase was driven primarily by the Haas acquisition, offset by the impact of currency movements.

 

Wesco Aircraft’s organic sales (excluding the Haas acquisition) decreased seven percent in fiscal 2015. Net sales in fiscal 2014 included a $26.4 million one-time pull-forward sale related to the contract with the large commercial customer discussed above, as well as a $6.4 million settlement related to the termination of a separate contract. In addition, foreign currency movements negatively impacted sales in fiscal 2015 by two percent. Excluding these factors, organic sales declined three percent.

 

Net loss in fiscal 2015 was $154.7 million, or $1.60 per diluted share, primarily due to unusual or non-recurring items and non-GAAP adjustments, which are detailed in the tables that accompany this press release. Adjusted net income in fiscal 2015 was $100.6 million, or $1.04 per diluted share, compared with $120.7 million, or $1.24 per diluted share in fiscal 2014.

 

Adjusted EBITDA in fiscal 2015 was $192.2 million, compared with $220.2 million in fiscal 2014. Free cash flow was $131.6 million in fiscal 2015, compared with $43.2 million recorded in fiscal 2014.

 

The company revised its presentation of certain personnel costs directly associated with service contracts by reclassifying them from selling, general and administrative expenses to cost of sales, consistent with industry practice. These personnel costs totaled $24.1 million in fiscal 2015 and $15.4 million in fiscal 2014. The reclassification had no impact on the company’s income from operations, net income or EBITDA.

 

Fiscal 2016 Outlook

 

Castagnola continued, “We are transforming Wesco to better reflect our position as one of the world’s largest providers of supply chain management services to top-tier global companies. We have aggressively built a strong foundation; we have established Wesco’s vision, goals, and culture, validated our value proposition, taken significant actions to improve our performance, and initiated Policy Deployment throughout the entire company to better align our goals and improvement targets. Our focus now is to sustain and build upon this foundation, by developing a more performance-based culture that delivers consistent profitable growth of products and services, margin improvement and enhanced earnings, robust cash flow and higher return on equity.

 

“For fiscal 2016, we expect the underlying business to achieve above-market expansion across our three market channels, yielding low single-digit growth by offsetting declines we had previously disclosed in fiscal 2015. Fourth-quarter 2015 actions are expected to generate net cost savings of $25 million to $30 million in fiscal 2016. We anticipate

 

3



 

EBITDA margin improvement of approximately 100 basis points in fiscal 2016, primarily through cost reductions and some sales leverage, and free cash flow that exceeds 100 percent of net income.”

 

Conference Call Information

 

Wesco Aircraft will hold a conference call to discuss its fiscal 2015 fourth quarter and full-year results at 2:00 P.M. PST (5:00 P.M. EST) today, November 19, 2015.  The conference call can be accessed by dialing 888-771-4371 (domestic) or 847-585-4405 (international) and entering passcode 41135938.

 

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 also will be available approximately two hours after the conference call and may be accessed by dialing 888-843-7419 (domestic) or 630-652-3042 (international) and entering passcode 41135938. The telephonic replay will be available until November 26, 2015 at 11:59 P.M. PST.

 

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 one of the world’s broadest portfolios of aerospace products, including chemical, electrical and C-class hardware and comprised of more than 575,000 active SKUs.

 

To learn more about Wesco Aircraft, visit our website at www.wescoair.com. Follow Wesco Aircraft on LinkedIn at https://www.linkedin.com/company/wesco-aircraft-corp.

 

Non-GAAP Financial Information

 

Adjusted cost of sales represents cost of sales less the $91.3 million non-cash inventory adjustment the company took during the quarter ended September 30, 2015 (the “Q4 2015 Inventory Adjustment”).

 

Adjusted gross profit represents gross profit plus the Q4 2015 Inventory Adjustment.

 

Adjusted selling, general and administrative expenses represents selling, general and administrative expenses less (i) restructuring and other costs and (ii) amortization of intangible assets.

 

Adjusted income from operations represents income from operations plus (i) the $263.8 million goodwill impairment the company took during the quarter ended September 30,

 

4



 

2015, (ii) the Q4 2015 Inventory Adjustment, (iii) restructuring and other costs and (iv) amortization of intangible assets.

 

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, (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 earnings per share represents basic earnings per share calculated using adjusted net income as opposed to net income.

 

Adjusted diluted earnings per share represents diluted earnings per share 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 and (iv) unusual or non-recurring items.

 

Organic sales represent total net sales less net sales attributable to Haas Group, which was acquired in February 2014.

 

Free cash flow represents cash from operations less purchases of property and equipment.

 

Wesco Aircraft utilizes and discusses adjusted cost of sales, adjusted gross profit, adjusted selling, general and administrative expenses, adjusted income from operations, adjusted net income, adjusted basic earnings per share, adjusted diluted earnings per share, adjusted EBITDA, organic sales and free cash flow, which are non-GAAP measures management uses to evaluate the company’s business, because it believe these measures assist investors and analysts in comparing the company’s performance across reporting periods on a consistent basis by excluding items that management does not believe are indicative of core operating performance. Wesco Aircraft believes these metrics are used in the financial community, and the company presents these metrics to enhance understanding of its operating performance. Readers should not consider adjusted EBITDA and adjusted net income as alternatives to net income, determined in accordance with GAAP, as an indicator of operating performance. Adjusted cost of sales, adjusted gross profit, adjusted selling, general and administrative expenses, adjusted income from operations, adjusted net income, adjusted basic earnings per share, adjusted diluted earnings per share, adjusted EBITDA, organic sales and free cash flow are not measurements of financial performance under GAAP, and these metrics may not be comparable to similarly titled measures of other companies. See Exhibits 4 and 5 for reconciliations of adjusted cost of sales, adjusted gross profit, adjusted selling, general and administrative expenses, adjusted income from operations, adjusted net income, adjusted basic earnings per share, adjusted diluted earnings per share, adjusted EBITDA and organic sales to the most directly comparable financial measures calculated and presented in accordance with GAAP.

 

5



 

Forward Looking Statements

 

This press release contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Wesco Aircraft Holdings, Inc. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to, management. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “aim,” “anticipate,” “believe,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “outlook,” “will,” “guidance,” “intend,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “would,” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the company’s control. Therefore, the reader should not place undue reliance on such statements.

 

Factors that could cause actual results to differ materially from those in the forward-looking statements include: general economic and industry conditions; conditions in the credit markets; changes in military spending; risks unique to suppliers of equipment and services to the U.S. government; risks associated with the company’s long-term, fixed-price agreements that have no guarantee of future sales volumes; risks associated with the loss of significant customers, a material reduction in purchase orders by significant customers or the delay, scaling back or elimination of significant programs on which the company relies; the company’s ability to effectively compete in its industry; the company’s ability to effectively manage its inventory; the company’s ability to fully integrate the acquired business of Haas and realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; the company’s suppliers’ ability to provide it with the products the company sells in a timely manner, in adequate quantities and/or at a reasonable cost; the company’s ability to maintain effective information technology systems; the company’s ability to retain key personnel; risks associated with the company’s international operations, including exposure to foreign currency movements; risks associated with assumptions the company makes in connection with its critical accounting estimates (including goodwill) and legal proceedings; the company’s dependence on third-party package delivery companies; fuel price risks; the company’s ability to establish and maintain effective internal control over financial reporting; fluctuations in the company’s financial results from period-to-period; environmental risks; risks related to the handling, transportation and storage of chemical products; risks related to the aerospace industry and the regulation thereof; risks related to the company’s indebtedness; and other risks and uncertainties.

 

The foregoing list of factors is not exhaustive. The reader should carefully consider the foregoing factors and the other risks and uncertainties that affect the company’s business, including those described in Wesco Aircraft’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the Securities and Exchange Commission. All forward-looking statements included in this news release (including information included or incorporated

 

6



 

by reference herein) are based upon information available to the company as of the date hereof, and the company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

###

 

Contact Information:

Jeff Misakian

Vice President, Investor Relations

661-362-6847

Jeff.Misakian@wescoair.com

 

7



 

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 5:

Non-GAAP Financial Information – Organic Sales (Unaudited)

 

8



 

Exhibit 1

 

Wesco Aircraft Holdings, Inc.

Consolidated Statements of Income (UNAUDITED)

(In thousands, except for per share data)

 

 

 

Three Months Ended

 

Fiscal Year Ended

 

 

 

September 30,
2015

 

September 30,
2014

 

September 30,
2015

 

September 30,
2014

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

369,654

 

$

408,167

 

$

1,497,615

 

$

1,355,877

 

Cost of sales

 

363,523

 

294,529

 

1,173,120

 

952,877

 

Gross profit

 

6,131

 

113,638

 

324,495

 

403,000

 

Selling, general and administrative expenses

 

68,510

 

65,522

 

267,089

 

219,066

 

Goodwill impairment charge

 

263,771

 

 

263,771

 

 

(Loss) income from operations

 

(326,150

)

48,116

 

(206,365

)

183,934

 

Interest expense, net

 

(9,037

)

(9,816

)

(37,092

)

(29,225

)

Other income, net

 

3,204

 

(146

)

1,841

 

2,199

 

(Loss) income before income taxes

 

(331,983

)

38,154

 

(241,616

)

156,908

 

Benefit (provision) for income taxes

 

117,985

 

(13,507

)

86,872

 

(54,806

)

Net (loss) income

 

$

(213,998

)

$

24,647

 

$

(154,744

)

$

102,102

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(2.21

)

$

0.25

 

$

(1.60

)

$

1.06

 

Diluted

 

$

(2.21

)

$

0.25

 

$

(1.60

)

$

1.05

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

97,042

 

96,770

 

96,955

 

95,951

 

Diluted

 

97,042

 

97,884

 

96,955

 

97,606

 

 

The company revised its presentation of certain personnel costs associated with service contracts by reclassifying them from selling, general and administrative expenses to cost of sales, consistent with industry practice. These personnel costs totaled $6.4 million and $24.1 million in the fiscal 2015 fourth quarter and full year, respectively, compared with $6.1 million and $15.4 million in the comparable periods of fiscal 2014. The reclassification had no impact on income from operations, net income or EBITDA.

 

9



 

Exhibit 2

 

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Balance Sheets (UNAUDITED)

(In thousands)

 

 

 

September 30,
2015

 

September 30,
2014

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

82,866

 

$

104,775

 

Accounts receivable, net

 

253,348

 

301,668

 

Inventories

 

701,535

 

754,400

 

Prepaid expenses and other current assets

 

10,004

 

11,701

 

Income taxes receivable

 

187

 

16,314

 

Deferred income taxes

 

89,401

 

49,188

 

Total current assets

 

1,137,341

 

1,238,046

 

Long-term assets

 

883,632

 

1,174,228

 

Total assets

 

$

2,020,973

 

$

2,412,274

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Accounts payable

 

$

149,615

 

$

159,608

 

Accrued expenses and other current liabilities

 

38,896

 

31,596

 

Income taxes payable

 

21,442

 

5,884

 

Capital lease obligations, current portion

 

1,044

 

1,578

 

Long-term debt, current portion

 

 

23,437

 

Total current liabilities

 

210,997

 

222,103

 

Capital lease obligations, less current portion

 

1,824

 

2,606

 

Long-term debt, less current portion

 

952,906

 

1,079,219

 

Deferred income taxes

 

30,693

 

113,218

 

Other liabilities

 

6,980

 

2,838

 

Total long-term liabilities

 

992,403

 

1,197,881

 

Total liabilities

 

1,203,400

 

1,419,984

 

Total stockholders’ equity

 

817,573

 

992,290

 

Total liabilities and stockholders’ equity

 

$

2,020,973

 

$

2,412,274

 

 

10



 

Exhibit 3

 

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (UNAUDITED)

(In thousands)

 

 

 

Fiscal Year Ended

 

 

 

September 30,
2015

 

September 30,
2014

 

Cash flows from operating activities

 

 

 

 

 

Net (loss) income

 

$

(154,744

)

$

102,102

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities

 

 

 

 

 

Depreciation and amortization

 

27,726

 

21,402

 

Deferred financing costs

 

4,354

 

3,300

 

Bad debt and sales return reserve

 

354

 

965

 

Stock-based compensation

 

7,891

 

5,507

 

Inventory reserves

 

95,052

 

17,700

 

Goodwill impairment charge

 

263,771

 

 

Excess tax benefit related to stock-based incentive plans

 

(443

)

(10,235

)

Income from equity investment

 

(596

)

(141

)

Deferred income taxes

 

(127,035

)

8,273

 

Other non-cash items

 

3,491

 

(5,489

)

Changes in assets and liabilities

 

 

 

 

 

Accounts receivable

 

43,841

 

(38,545

)

Income taxes receivable

 

16,036

 

19,003

 

Inventories

 

(48,977

)

(72,702

)

Prepaid expenses and other assets

 

1,250

 

5,799

 

Accounts payable

 

(9,992

)

3,099

 

Accrued expenses and other liabilities

 

3,425

 

(8,830

)

Income taxes payable

 

15,768

 

2,481

 

Net cash provided by operating activities

 

141,172

 

53,689

 

Cash flows from investing activities

 

 

 

 

 

Purchases of property and equipment

 

(9,614

)

(10,517

)

Acquisition of business, net of cash acquired

 

(250

)

(560,986

)

Net cash used in investing activities

 

(9,864

)

(571,503

)

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

565,000

 

Repayments of long-term debt

 

(149,750

)

(30,344

)

Financing fees

 

 

(10,161

)

Repayment of capital lease obligations

 

(1,511

)

(1,338

)

Excess tax benefit related to stock-based incentive plans

 

443

 

10,235

 

Net proceeds from issuance of common stock

 

823

 

9,643

 

Settlement on restricted stock tax withholding

 

(701

)

 

Net cash (used in) provided by financing activities

 

(150,696

)

543,035

 

Effect of foreign currency exchange rates on cash and cash equivalents

 

(2,521

)

838

 

Net increase (decrease) in cash and cash equivalents

 

(21,909

)

26,059

 

Cash and cash equivalents, beginning of period

 

104,775

 

78,716

 

Cash and cash equivalents, end of period

 

$

82,866

 

$

104,775

 

 

11



 

Exhibit 4

 

Wesco Aircraft Holdings, Inc.

Non-GAAP Financial Information (UNAUDITED)

(In thousands, except for per share data)

 

 

 

Three Months Ended

 

Fiscal Year Ended

 

 

 

September 30,
2015

 

September
30, 2014

 

September
30, 2015

 

September
30, 2014

 

 

 

 

 

 

 

 

 

 

 

Adjusted Cost of Sales

 

 

 

 

 

 

 

 

 

As reported

 

$

363,523

 

$

294,529

 

$

1,173,120

 

$

952,877

 

Inventory adjustment

 

(91,280

)

 

(91,280

)

 

As adjusted

 

$

272,243

 

$

294,529

 

$

1,081,840

 

$

952,877

 

 

 

 

 

 

 

 

 

 

 

Adjusted Gross Profit

 

 

 

 

 

 

 

 

 

As reported

 

$

6,131

 

$

113,638

 

$

324,495

 

$

403,000

 

Inventory adjustment

 

91,280

 

 

91,280

 

 

As adjusted

 

$

97,411

 

$

113,638

 

$

415,775

 

$

403,000

 

 

 

 

 

 

 

 

 

 

 

Adjusted Selling, General and Administrative Expenses

 

 

 

 

 

 

 

 

 

As reported

 

$

68,510

 

$

65,522

 

$

267,089

 

$

219,066

 

Restructuring and other costs

 

(5,998

)

(2,862

)

(13,923

)

(12,645

)

Amortization of intangible assets

 

(3,961

)

(4,537

)

(15,948

)

(12,636

)

As adjusted

 

$

58,551

 

$

58,123

 

$

237,218

 

$

193,785

 

 

 

 

 

 

 

 

 

 

 

Adjusted Income from Operations

 

 

 

 

 

 

 

 

 

As reported

 

$

(326,150

)

$

48,116

 

$

(206,365

)

$

183,934

 

Goodwill impairment

 

263,771

 

 

263,771

 

 

Inventory adjustment

 

91,280

 

 

91,280

 

 

Amortization of intangible assets

 

3,961

 

4,537

 

15,948

 

12,636

 

Restructuring and other costs

 

5,998

 

2,862

 

13,923

 

12,645

 

As adjusted

 

$

38,860

 

$

55,515

 

$

178,557

 

$

209,215

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(213,998

)

$

24,647

 

$

(154,744

)

$

102,102

 

Goodwill impairment

 

263,771

 

 

263,771

 

 

Inventory adjustment

 

91,280

 

 

91,280

 

 

Amortization of intangible assets

 

3,961

 

4,537

 

15,948

 

12,636

 

Amortization of deferred financing costs

 

1,092

 

1,242

 

4,354

 

3,299

 

Restructuring and other costs

 

5,998

 

2,862

 

13,923

 

12,645

 

Adjustments for tax effect

 

(125,639

)

(3,546

)

(133,961

)

(10,005

)

Adjusted Net Income

 

$

26,465

 

$

29,742

 

$

100,571

 

$

120,677

 

 

 

 

 

 

 

 

 

 

 

Adjusted Basic Earnings Per Share

 

 

 

 

 

 

 

 

 

Weighted-average number of basic shares outstanding

 

97,042

 

96,770

 

96,955

 

95,951

 

Adjusted Net Income Per Basic Shares

 

$

0.27

 

$

0.31

 

$

1.04

 

$

1.26

 

 

 

 

 

 

 

 

 

 

 

Adjusted Diluted Earnings Per Share

 

 

 

 

 

 

 

 

 

Weighted-average number of diluted shares outstanding

 

97,042

 

97,884

 

96,955

 

97,606

 

Adjusted Net Income Per Diluted Shares

 

$

0.27

 

$

0.30

 

$

1.04

 

$

1.24

 

 

 

 

 

 

 

 

 

 

 

EBITDA and Adjusted EBITDA

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(213,998

)

$

24,647

 

$

(154,744

)

$

102,102

 

(Benefit) provision for income taxes

 

(117,985

)

13,507

 

(86,872

)

54,806

 

Interest and other, net

 

9,037

 

9,816

 

37,092

 

29,225

 

Depreciation and amortization

 

7,911

 

7,209

 

27,726

 

21,402

 

EBITDA

 

(315,035

)

55,179

 

(176,798

)

207,535

 

Goodwill impairment

 

263,771

 

 

263,771

 

 

Inventory adjustment

 

91,280

 

 

91,280

 

 

Restructuring and other costs

 

5,998

 

2,862

 

13,923

 

12,645

 

Adjusted EBITDA

 

$

46,014

 

$

58,041

 

$

192,176

 

$

220,180

 

 

12



 

Exhibit 5

 

Wesco Aircraft Holdings, Inc.

Non-GAAP Financial Information (UNAUDITED)

(In thousands)

 

 

 

Three Months Ended

 

 

 

 

 

Fiscal Year Ended

 

 

 

 

 

 

 

September 30,
2015

 

September 30,
2014

 

Increase /
(Decrease)

 

Percent
Change

 

September 30,
2015

 

September 30,
2014

 

Increase /
(Decrease)

 

Percent
Change

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated net sales

 

$

369,654

 

$

408,167

 

$

(38,513

)

-9.4

%

$

1,497,615

 

$

1,355,877

 

$

141,738

 

10.5

%

Haas net sales

 

 

 

 

 

 

242,661

 

 

242,661

 

 

 

Consolidated organic sales

 

369,654

 

408,167

 

(38,513

)

-9.4

%

1,254,954

 

1,355,877

 

(100,923

)

-7.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-time demand pull forward

 

 

 

 

 

 

 

(26,440

)

26,440

 

 

 

Contract settlement

 

 

 

 

 

 

 

(5,890

)

5,890

 

 

 

Currency effects

 

8,883

 

 

8,883

 

 

 

25,359

 

 

25,359

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted organic sales

 

$

378,537

 

$

408,167

 

$

(29,630

)

-7.3

%

$

1,280,313

 

$

1,323,547

 

$

(43,234

)

-3.3

%

 

13




Exhibit 99.2

Fiscal 2015 Fourth Quarter Earnings Conference Call and Webcast November 19, 2015 Jeff Misakian VP Investor Relations 661-362-6847 Jeff.Misakian@wescoair.com

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Wesco Aircraft Private & Proprietary Visit www.wescoair.com Agenda Introduction Company Overview & Business Highlights Financial Overview Q&A Session Jeff Misakian Vice President, Investor Relations Dave Castagnola President and Chief Executive Officer Rick Weller Executive Vice President, Chief Financial Officer 2 Wesco Aircraft - Investor Relations All Closing Remarks Dave Castagnola President and Chief Executive Officer

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Wesco Aircraft Private & Proprietary Visit www.wescoair.com Disclaimer This presentation contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Wesco Aircraft Holdings, Inc. (“Wesco Aircraft “ or the “Company”) and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “outlook,” “target,” “will,” “guidance,” “intend,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include: general economic and industry conditions; conditions in the credit markets; changes in military spending; risks unique to suppliers of equipment and services to the U.S. government; risks associated with the Company’s long-term, fixed-price agreements that have no guarantee of future sales volumes; risks associated with the loss of significant customers, a material reduction in purchase orders by significant customers or the delay, scaling back or elimination of significant programs on which the Company relies; the Company’s ability to effectively compete in its industry; the Company’s ability to effectively manage its inventory; the Company’s ability to fully integrate the acquired business of Haas and realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; the Company’s suppliers’ ability to provide it with the products the Company sells in a timely manner, in adequate quantities and/or at a reasonable cost; the Company’s ability to maintain effective information technology systems; the Company’s ability to retain key personnel; risks associated with the Company’s international operations, including exposure to foreign currency movements; risks associated with assumptions the Company makes in connection with its critical accounting estimates (including goodwill) and legal proceedings; the Company’s dependence on third-party package delivery companies; fuel price risks; the Company’s ability to establish and maintain effective internal control over financial reporting; fluctuations in the Company’s financial results from period-to-period; environmental risks; risks related to the handling, transportation and storage of chemical products; risks related to the aerospace industry and the regulation thereof; risks related to the Company’s indebtedness; and other risks and uncertainties. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Company’s business, including those described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the Securities and Exchange Commission. All forward-looking statements included in this presentation (including information included or incorporated by reference herein) are based upon information available to the Company as of the date hereof, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The Company utilizes and discusses Adjusted Cost of Sales, Adjusted Gross Profit, Adjusted Selling, General and Administrative Expenses, Adjusted Income from Operations, Adjusted Net Income, Adjusted EBITDA, Adjusted Basic EPS, Adjusted Diluted EPS, Organic Sales and Free Cash Flow, which are non-GAAP measures its management uses to evaluate its business, because the Company believes they assist investors and analysts in comparing its performance across reporting periods on a consistent basis by excluding items that the Company does not believe are indicative of its core operating performance. The Company believes these metrics are used in the financial community, and the Company presents these metrics to enhance investors’ understanding of its 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 Cost of Sales, Adjusted Gross Profit, Adjusted Selling, General and Administrative Expenses, Adjusted Income from Operations, Adjusted Net Income, Adjusted EBITDA, Adjusted Basic EPS, Adjusted Diluted EPS, Organic Sales and Free Cash Flow are not measurements of financial performance under GAAP, and these metrics may not be comparable to similarly titled measures of other companies. See the Appendix for a reconciliation of Adjusted Cost of Sales, Adjusted Gross Profit, Adjusted Selling, General and Administrative Expenses, Adjusted Income from Operations, Adjusted Net Income, Adjusted EBITDA, Adjusted Basic EPS, Adjusted Diluted EPS and Organic Sales to the most directly comparable financial measures calculated and presented in accordance with GAAP. 3 Wesco Aircraft - Investor Relations

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Wesco Aircraft Private & Proprietary Visit www.wescoair.com 4Q15 Summary 4 Financial Highlights 4Q15 4Q14 Fiscal 2015 Fiscal 2014 Net sales $369.7 $408.2 $1,497.6 $1,355.9 Adjusted EBITDA 46.0 58.0 192.2 220.2 Adjusted net income 26.5 29.7 100.6 120.7 Adjusted diluted EPS 0.27 0.30 1.04 1.24 In millions (except per share data) Wesco Aircraft - Investor Relations Q4 2015 reflects end of transition period Large addressable market; strong competitive position Aligned organization for more efficient growth Significant actions taken to improve performance Generated robust cash flow; paid down debt

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Sales stabilized sequentially More robust planning process Expected future growth through three channels: Strategic customers – multiple opportunities Regional sales – improve win rates MRO – increase penetration Fiscal 2016: Above-market underlying expansion Yields low single-digit growth by offsetting previously disclosed declines 5 Sales Overview Wesco Aircraft - Investor Relations Wesco Aircraft Private & Proprietary Visit www.wescoair.com

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Aligned cost structure; stabilized SG&A Substantially completed integration of Haas and Wesco Expected cost savings of $25-30 million in fiscal 2016 through: Headcount reductions Facility consolidations Lower addressable spend New facility structure enhances performance Improved efficiency and material management Supports future growth plans Continues outstanding service and delivery performance 6 Cost Overview Wesco Aircraft - Investor Relations Wesco Aircraft Private & Proprietary Visit www.wescoair.com

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Comprehensive inventory analysis Developing demand management strategy Links sales, procurement, operations planning Drive improved material cost and working capital SIOP – forecast based on build and refurbishment rates Adjusted inventory value in Q4 2015 7 Inventory Overview Wesco Aircraft - Investor Relations Wesco Aircraft Private & Proprietary Visit www.wescoair.com

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4Q15 net sales decline of 9% FX impact of ~$9 million** Organic sales down 7%** due to large commercial contract that ended March 31, as previously disclosed Rest of business stable 4Q 2015 ad hoc/contract split consistent year/year Wesco Aircraft Private & Proprietary Visit www.wescoair.com 4Q15 FY15 Financial Results 8 * Fiscal 2015 data includes full quarter and year results from acquisition of Haas Group Inc.; fiscal 2014 results includes full quarter and seven months of Haas. ** See appendix for reconciliation of organic sales. Wesco Aircraft - Investor Relations Net Sales ($M) * $408.2 $369.7 $1,355.9 $1,497.6 Q4 2014 Q4 2015 Fiscal 2014 Fiscal 2015

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9 4Q15 Adjustments and Charges Wesco Aircraft - Investor Relations Wesco Aircraft Private & Proprietary Visit www.wescoair.com Change in E&O methodology to consumption-based model Support evolution to integrated supply chain services SIOP: forecast based on build/refurbishment rates Inventory adjustment: $91M (non-cash) Business assessment – evaluation of growth profile Annual test – consistent with reduced sales and earnings Goodwill impairment: $264M (non-cash) Primarily severance and lease termination costs Restructuring and integration costs: $6M

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Wesco Aircraft Private & Proprietary Visit www.wescoair.com 4Q15 FY15 Financial Results Q4 2015 adjusted EPS decline reflects: Lower sales and mix Offset by other income and taxes Q4 2015 adjusted EBITDA margin of 12.4%, 180 bps lower year/year due to: Lower sales, mix and $4M inventory shrink adjustment Higher SG&A as percent of sales Offset by FX gain in other income Revised presentation of labor costs directly associated with service contracts, consistent with industry practice; no impact on EPS or EBITDA 10 * Fiscal 2015 data includes full quarter and year results from acquisition of Haas Group Inc.; fiscal 2014 results includes full quarter and seven months of Haas. Wesco Aircraft - Investor Relations Adjusted Diluted EPS * Adjusted EBITDA ($M) *

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Adjusted EBITDA ($M) * Net Sales ($M) * Wesco Aircraft Private & Proprietary Visit www.wescoair.com 4Q15 FY15 Segments: North America 11 Net sales decrease of 6% in Q4 2015 Due to large customer contract Rest of segment increased slightly Q4 2015 adjusted EBITDA margin of 11.4% declined 360 bps year/year Lower volume, mix Inventory shrink adjustment Wesco Aircraft - Investor Relations * Fiscal 2015 data includes full quarter and year results from acquisition of Haas Group Inc.; fiscal 2014 results includes full quarter and seven months of Haas. $47.6 $34.2 $176.0 $155.2 Q4 2014 Q4 2015 Fiscal 2014 Fiscal 2015 $317.5 $299.0 $1,030.5 $1,198.2 Q4 2014 Q4 2015 Fiscal 2014 Fiscal 2015

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Net Sales ($M) * Adjusted EBITDA ($M) * Wesco Aircraft Private & Proprietary Visit www.wescoair.com 4Q15 FY15 Segments: Rest of World 12 Net sales decrease of 22% in Q4 2015: Large customer contract ~12 points Currency ~10 points** Q4 2015 adjusted EBITDA margin of 16.7%, primarily due to currency FX-adjusted ~13%, 100 bps higher year/year, due to: Lower spend, offset by Reduced volume, mix * Fiscal 2015 data includes full quarter and year results from acquisition of Haas Group Inc.; fiscal 2014 results include full quarter and seven months of Haas. ** See appendix for reconciliation of organic sales. Wesco Aircraft - Investor Relations $90.7 $70.6 $325.4 $299.4 Q4 2014 Q4 2015 Fiscal 2014 Fiscal 2015 $10.4 $11.8 $44.1 $37.0 Q4 2014 Q4 2015 Fiscal 2014 Fiscal 2015

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Wesco Aircraft Private & Proprietary Visit www.wescoair.com Financial Summary 13 * Cash provided by operating activities less purchases of property & equipment Wesco Aircraft - Investor Relations (Dollars in Millions) Sept 30, 2015 June 30, 2015 Sept 30, 2014 At period end: Cash and cash equivalents $82.9 $82.1 $104.8 Net inventory 701.5 802.0 754.4 Total debt 952.9 1,002.9 1,102.7 Total stockholders’ equity 817.6 1,048.2 992.3 Quarter ended: Free cash flow* 52.4 32.6 48.6 Adjusted net income 26.5 21.3 29.7 Cash flow conversion 198% 154% 163%

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Fiscal 2016 Target Commentary Low single-digit growth Underlying growth ahead of market; stronger 2H $25-30M savings Reductions in headcount, sites and spend ~100 basis point improvement Primarily SG&A reductions Exceed 100% Primary usage to pay down debt Interest expense $35-40M; cap-ex $10-15M ~$10M of SG&A savings from non-recurring items 14 Fiscal 2016 Outlook Net Sales Growth SG&A Reduction EBITDA Margin FCF Conversion Wesco Aircraft - Investor Relations Other Assumptions Wesco Aircraft Private & Proprietary Visit www.wescoair.com

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Transforming Wesco Built a strong foundation Developing a more performance-based culture Greater accountability Deliver results Concluding Remarks 15 Wesco Aircraft Private & Proprietary Visit www.wescoair.com

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Wesco Aircraft Private & Proprietary Visit www.wescoair.com APPENDIX 16

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Wesco Aircraft Private & Proprietary Visit www.wescoair.com Non-GAAP Financial Information “Adjusted Cost of Sales” represents Cost of Sales less the $91.3 million non-cash inventory adjustment we took during the quarter ended September 30, 2015 (the “Q4 2015 Inventory Adjustment”). “Adjusted Gross Profit” represents Gross Profit plus the Q4 2015 Inventory Adjustment. “Adjusted Selling, General and Administrative Expenses” represents Selling, General and Administrative Expenses less (i) restructuring and other costs and (ii) amortization of intangible assets. “Adjusted Income from Operations” represents Income from Operations plus (i) the $263.8 million goodwill impairment we took during the quarter ended September 30, 2015, (ii) the Q4 2015 Inventory Adjustment, (iii) restructuring and other costs and (iv) amortization of intangible assets. ‘‘Adjusted EBITDA’’ represents Net Income before: (i) income tax provision, (ii) net interest expense, (iii) depreciation and amortization, and (iv) unusual or non-recurring items. ‘‘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, (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. “Organic Sales” represent total net sales less net sales attributable to Haas Group, which was acquired in February 2014. “Free Cash Flow” represents cash from operations less purchases of property and equipment. Wesco Aircraft utilizes and discusses Adjusted Cost of Sales, Adjusted Gross Profit, Adjusted Selling, General and Administrative Expenses, Adjusted Income from Operations, Adjusted Net Income, Adjusted EBITDA, Adjusted Basic EPS, Adjusted Diluted EPS, Organic Sales and Free Cash Flow, 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 Cost of Sales, Adjusted Gross Profit, Adjusted Selling, General and Administrative Expenses, Adjusted Income from Operations, Adjusted Net Income, Adjusted EBITDA, Adjusted Basic EPS, Adjusted Diluted EPS, Organic Sales and Free Cash Flow are not measurements of financial performance under GAAP, and these metrics may not be comparable to similarly titled measures of other companies. See following slides for a reconciliation of Adjusted Cost of Sales, Adjusted Gross Profit, Adjusted Selling, General and Administrative Expenses, Adjusted Income from Operations, Adjusted Net Income, Adjusted EBITDA, Adjusted Basic EPS, Adjusted Diluted EPS, and Organic Sales to the most directly comparable financial measures calculated and presented in accordance with GAAP. 17 Wesco Aircraft - Investor Relations

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Non-GAAP Financial Information 18 Wesco Aircraft - Investor Relations Wesco Aircraft Private & Proprietary Visit www.wescoair.com September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Adjusted Cost of Sales As reported $363,523 $294,529 $1,173,120 $952,877 Inventory adjustment (91,280) - (91,280) - As adjusted $272,243 $294,529 $1,081,840 $952,877 Adjusted Gross Profit As reported $6,131 $113,638 $324,495 $403,000 Inventory adjustment 91,280 - 91,280 - As adjusted $97,411 $113,638 $415,775 $403,000 Adjusted Selling, General and Administrative Expenses As reported $68,510 $65,522 $267,089 $219,066 Restructuring and other costs (5,998) (2,862) (13,923) (12,645) Amortization of intangible assets (3,961) (4,537) (15,948) (12,636) As adjusted $58,551 $58,123 $237,218 $193,785 Adjusted Income from Operations As reported ($326,150) $48,116 ($206,365) $183,934 Goodwill impairment 263,771 - 263,771 - Inventory adjustment 91,280 - 91,280 - Amortization of intangible assets 3,961 4,537 15,948 12,636 Restructuring and other costs 5,998 2,862 13,923 12,645 As adjusted $38,860 $55,515 $178,557 $209,215 Three Months Ended Fiscal Year Ended Wesco Aircraft Holdings, Inc. (In thousands, except for per share data) Non-GAAP Financial Information (UNAUDITED)

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Non-GAAP Financial Information 19 Wesco Aircraft - Investor Relations Wesco Aircraft Private & Proprietary Visit www.wescoair.com Adjusted Net Income Net (loss) income ($213,998) $24,647 ($154,744) $102,102 Goodwill impairment 263,771 - 263,771 - Inventory adjustment 91,280 - 91,280 - Amortization of intangible assets 3,961 4,537 15,948 12,636 Amortization of deferred financing costs 1,092 1,242 4,354 3,299 Restructuring and other costs 5,998 2,862 13,923 12,645 Adjustments for tax effect (125,639) (3,546) (133,961) (10,005) Adjusted Net Income $26,465 $29,742 $100,571 $120,677 Adjusted Basic Earnings Per Share Weighted-average number of basic shares outstanding 97,042 96,770 96,955 95,951 Adjusted Net Income Per Basic Shares $0.27 $0.31 $1.04 $1.26 Adjusted Diluted Earnings Per Share Weighted-average number of diluted shares outstanding 97,042 97,884 96,955 97,606 Adjusted Net Income Per Diluted Shares $0.27 $0.30 $1.04 $1.24 EBITDA and Adjusted EBITDA Net (loss) income ($213,998) $24,647 ($154,744) $102,102 (Benefit) provision for income taxes (117,985) 13,507 (86,872) 54,806 Interest and other, net 9,037 9,816 37,092 29,225 Depreciation and amortization 7,911 7,209 27,726 21,402 EBITDA (315,035) 55,179 (176,798) 207,535 Goodwill impairment 263,771 - 263,771 - Inventory adjustment 91,280 - 91,280 - Restructuring and other costs 5,998 2,862 13,923 12,645 Adjusted EBITDA $46,014 $58,041 $192,176 $220,180 September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Three Months Ended Fiscal Year Ended Wesco Aircraft Holdings, Inc. (In thousands, except for per share data) Non-GAAP Financial Information (UNAUDITED)

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Non-GAAP Financial Information 20 Wesco Aircraft - Investor Relations Wesco Aircraft Private & Proprietary Visit www.wescoair.com September 30, 2015 September 30, 2014 Increase / (Decrease) Percent Change September 30, 2015 September 30, 2014 Increase / (Decrease) Percent Change Consolidated Consolidated net sales $369,654 $408,167 ($38,513) -9.4% $1,497,615 $1,355,877 $141,738 10.5% Haas net sales - - - 242,661 - 242,661 Consolidated organic sales 369,654 408,167 (38,513) -9.4% 1,254,954 1,355,877 (100,923) -7.4% One-time demand pull forward - - - - (26,440) 26,440 Contract settlement - - - - (5,890) 5,890 Currency effects 8,883 - 8,883 25,359 - 25,359 Adjusted organic sales $378,537 $408,167 ($29,630) -7.3% $1,280,313 $1,323,547 ($43,234) -3.3% North America North America net sales $299,008 $317,506 ($18,498) -5.8% $1,198,201 $1,030,511 $167,690 16.3% Haas North America net sales - - - 184,590 - 184,590 North America organic sales 299,008 317,506 (18,498) -5.8% 1,013,611 1,030,511 (16,900) -1.6% Contract settlement - - - - (5,890) 5,890 Contract Transition from Rest of World 9 - 9 (27,916) - (27,916) Adjusted North America organic sales $299,017 $317,506 ($18,489) -5.8% $985,695 $1,024,621 ($38,926) -3.8% Rest of World Rest of World net sales $70,645 $90,661 ($20,016) -22.1% $299,414 $325,366 ($25,952) -8.0% Haas Rest of World net sales - - - 58,071 - 58,071 Rest of World organic sales 70,645 90,661 (20,016) -22.1% 241,343 325,366 (84,023) -25.8% One-time demand pull forward - - - - (26,440) 26,440 Contract Transition to North America (9) - (9) 27,916 - 27,916 Currency effects 8,883 - 8,883 25,359 - 25,359 Adjusted Rest of World organic sales $79,519 $90,661 ($11,142) -12.3% $294,618 $298,926 ($4,308) -1.4% Three Months Ended Fiscal Year Ended Wesco Aircraft Holdings, Inc. Non-GAAP Financial Information (UNAUDITED) (In thousands)

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Non-GAAP Financial Information 21 Wesco Aircraft - Investor Relations Wesco Aircraft Private & Proprietary Visit www.wescoair.com September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Consolidated EBITDA & Adjusted EBITDA Net (loss) income ($213,998) $24,647 ($154,744) $102,102 (Benefit) provision for income taxes (117,985) 13,507 (86,872) 54,806 Interest and other, net 9,037 9,816 37,092 29,225 Depreciation and amortization 7,911 7,209 27,726 21,402 EBITDA (315,035) 55,179 (176,798) 207,535 Unusual or non-recurring items 361,049 2,862 368,974 12,645 Adjusted EBITDA $46,014 $58,041 $192,176 $220,180 North America EBITDA & Adjusted EBITDA Net (loss) income ($210,539) $17,230 ($164,047) $71,865 (Benefit) provision for income taxes (119,754) 13,262 (94,450) 47,459 Interest and other, net 7,895 8,400 32,912 25,836 Depreciation and amortization 6,854 5,962 23,548 18,317 EBITDA (315,544) 44,854 (202,037) 163,477 Unusual or non-recurring items 349,749 2,783 357,217 12,566 Adjusted EBITDA $34,205 $47,637 $155,180 $176,043 Rest of World EBITDA & Adjusted EBITDA Net (loss) income ($3,459) $7,417 $9,304 $30,237 Provision for income taxes 1,769 245 7,578 7,347 Interest and other, net 1,142 1,416 4,180 3,389 Depreciation and amortization 1,057 1,247 4,178 3,085 EBITDA 509 10,325 25,239 44,058 Unusual or non-recurring items 11,300 79 11,757 79 Adjusted EBITDA $11,809 $10,404 $36,996 $44,137 Wesco Aircraft Holdings, Inc. Non-GAAP Financial Information (UNAUDITED) (In thousands) Three Months Ended Fiscal Year Ended

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22 Wesco Aircraft Private & Proprietary Visit www.wescoair.com

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